Amendment: SEC Form SCHEDULE 13D/A filed by DeFi Development Corp.
$DFDV
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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DeFi Development Corp. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
47100L301 (CUSIP Number) |
Parker White Defi Dev LLC, 1530 P B Ln W5205 Wichita Falls, TX, 76302 304-884-5301 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Defi Dev LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,488,992.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Percentage shown is based on a total of 31,401,212 shares outstanding on November 19, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ending on September 30, 2025 ("FORM 10-Q") filed with the Securities and Exchange Commission (the "SEC") on November 19, 2025.
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Parker White | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,616,832.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes 2,488,992 shares of common stock owned by Defi Dev LLC, of which Mr. White is the managing member.
** Includes 604,884 shares of common stock and warrants to purchase 60,488 shares of common stock that are exercisable within 60 days of November 21, 2025 owned by SolSync Solutions Partnership, an Alaska General Partnership, of which Mr. White and Joseph Onorati are partners. Mr. White is the general partner and maintains voting and dispositive control over the shares.
*** Includes warrants to purchase 220,397 shares of common stock that are exercisable within 60 days of November 21, 2025 owned by Mr. White directly.
**** Percentage shown is based on a total of 31,401,212 shares outstanding on November 19, 2025 as reported in the Issuer's FORM 10-Q filed with the SEC on November 19, 2025.
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
3277447 Nova Scotia Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NOVA SCOTIA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,437,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* Includes warrants to purchase 221,613 shares of common stock that are exercisable within 60 days of November 21, 2025.
** Percentage shown is based on a total of 31,401,212 shares outstanding on November 19, 2025 as reported in the Issuer's FORM 10-Q filed with the SEC on November 19, 2025.
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Joseph Onorati | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,437,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes 2,216,137 shares of common stock and warrants to purchase 221,613 shares of common stock that are exercisable within 60 days of October 27, 2025 owned by 3277447 Nova Scotia Ltd. of which Mr. Onorati is the sole owner.
*** Percentage shown is based on a total of 31,401,212 shares outstanding on November 19, 2025 as reported in the Issuer's FORM 10-Q filed with the SEC on November 19, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share | |
| (b) | Name of Issuer:
DeFi Development Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
6401 Congress Avenue, Suite 250, Boca Raton,
FLORIDA
, 33487. | |
Item 1 Comment:
AMENDMENT NO. 2 TO SCHEDULE 13D Explanatory Note This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D Amendment No. 1 (the "Schedule 13D") filed on May 5, 2025. The Reporting Persons (as defined in Item 2 below) previously filed the Schedule 13D on May 5, 2025 pursuant to Rule 13d-1(d) of the Act. Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. Capitalized terms used but not otherwise defined herein shall have the respective meanings previously ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Defi Dev LLC ("Defi Dev"), Parker White, 3277447 Nova Scotia Ltd ("NS Corp") and Joseph Onorati (together with Defi Dev, Parker White and Joseph Onorati, collectively, the "Reporting Persons"). | |
| (b) | The principal business office of the Defi Dev and Parker White is 1530 P B Lane W5205, Wichita Falls, TX 76302. The principal business office of the NS Corp and Joseph Onorati is Box 287, Port Williams, Nova Scotia, B0P 1T0, Canada. | |
| (c) | The principal business of the Defi Dev is to operate as an acquisition entity to hold the Common Shares acquired by certain of the Reporting Persons. Defi Dev is a manager-managed limited liability company, with Parker White serving as manager. The principal business of the NS Corp is consulting. NS Corp is a corporation formed under the laws of Nova Scotia. The principal business of Parker White is COO & CIO of the Issuer. The principal business of Joseph Onorati is CEO & Chairman of the Issuer. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). | |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Defi Dev LLC is organized in the State of Delaware. 3277447 Nova Scotia Ltd is organized in Nova Scotia, Canada. Parker White is a citizen of the United States. Joseph Onorati is a citizen of the United States and of Canada. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The shares of restricted Common Stock reported as being beneficially owned by Parker White (with no changes from any other Reporting Persons) were acquired pursuant to the Asset Purchase Agreement, dated as of May 1, 2025, by and among the Company, Solsync Solutions Partnership, and Parker White (the "Purchase Agreement"). The transaction contemplated by the Purchase Agreement occurred on May 1, 2025 (the "Closing"), pursuant to which Mr. Parker White in his personal capacity received 86,412 restricted common stock of the Company, with the Company acquiring Purchased Assets (as defined in the Purchase Agreement) and Business (as defined in the Purchase Agreement) at the time of the Closing. Following the Closing, the Purchased Assets and the Business are now held by the Company. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein. | ||
| Item 4. | Purpose of Transaction | |
The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the shares of Common Stock as part of the Transaction described in Item 3 above. Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | On the date of this Schedule 13D, the Reporting Persons may be deemed to beneficially own, in the aggregate, 6,054,582 shares of Common Stock, including warrants to purchase 502,498 shares that are exercisable within 60 days of October 27, 2025, which is approximately 19.3% of the Common Shares outstanding. The calculation of the percentage of Common Shares beneficially owned by the Reporting Persons are based on the 31,401,212 Common Shares outstanding as of November 19, 2025. | |
| (b) | The information contained on the cover pages to this Schedule 13D are incorporated by reference into this Item 5. Mr. Parker White is the control person as the sole manager of Defi Dev and may be deemed to control Defi Dev. Mr. Onorati is the control person as director and president of NS Corp and may be deemed to control NS Corp. | |
| (c) | Except the information set forth in this Schedule 13D, and Mr. White's open market purchase of the following shares of the Issuer's Common Stock on November 25, 2025: 7,041 shares at $6.90 per share, and 3,003 shares at $6.94 per share, no transactions in any of the Common Stock have been effected by the Reporting Persons during the past sixty days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6. The foregoing descriptions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement that is attached hereto as Exhibit 1, and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Asset Purchase Agreement, dated as of May 1, 2025, by and among the Company, Solsync Solutions Partnership, and Parker White (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 5, 2025).
2*** Joint Filing Agreement, dated November 25, 2025, by and among the Reporting Persons.
*** Filed herewith. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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