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    DeFi Development Corp. filed SEC Form 8-K: Regulation FD Disclosure

    7/8/25 9:00:31 AM ET
    $DFDV
    Finance: Consumer Services
    Finance
    Get the next $DFDV alert in real time by email
    false 0001805526 0001805526 2025-07-02 2025-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

     

    Date of Report (Date of earliest event reported): July 2, 2025

     

    DEFI DEVELOPMENT CORP.

    (Exact name of registrant as specified in its charter)

     

    Delaware   001-41748   83-2676794
    (State or other jurisdiction
    of Incorporation)
      (Commission File Number)   (IRS Employer
    Identification Number)

     

    6401 Congress Avenue, Suite 250
    Boca Raton, Florida

      33487
    (Address of registrant’s principal executive office)   (Zip code)

     

    (561) 559-4111

    (Registrant’s telephone number, including area code)

     

    Not Applicable

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading symbol(s)   Name of each exchange on which registered
    Common Stock, par value $0.00001 per share   DFDV   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

    Item 7.01 Regulation FD Disclosure.

     

    Total Shares and Debt Principal Outstanding

     

    The Company will disclose on its website that the Company will have 17,402,299 total shares outstanding following the issuance of shares pursuant to the conversion of a portion of the April convertible debt and the exercise of the majority of the May pre-funded warrants, as of June 30, 2025. The Company will also disclose on its website that the Company will have approximately $28.9 million of outstanding debt principal as of June 30, 2025.

     

    The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

     

    Item 8.01. Other Events.

     

    On July 2, 2025, the Company issued a press release disclosing its June 2025 Shareholder Letter and Business Update, as previously announced, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the letter attached as Exhibit 99.1 hereto, the letter contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the letter regarding these forward-looking statements.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    99.1   Press Release dated July 2, 2025 and June 2025 Shareholder Letter and Business Update
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: July 8, 2025 DEFI DEVELOPMENT CORP.
         
      By: /s/ Joseph Onorati
      Name: Joseph Onorati
      Title: Chairman & CEO

     

    2

     

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