S-1 1 ea0245660-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 16, 2025.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

DEFI DEVELOPMENT CORP.
(Exact name of registrant as specified in its charter)

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Delaware		7389		83-2676794
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
(561) 559-4111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________________

Joseph Onorati
Chief Executive Officer and Chairman
DeFi Development Corp.
6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
(561) 559-4111
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

With Copies to:

Allison C. Handy, Esq.
Elliott M. Smith, Esq.
Perkins Coie LLP
1301 Second Avenue Suite 4200
Seattle, WA 98101
Telephone: (206) 359-8000

_____________________________________

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
TRADEMARKS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		9
RISK FACTORS		11
ELOC FINANCING		18
USE OF PROCEEDS		23
SELLING STOCKHOLDER		24
DIVIDEND POLICY		25
DIRECTORS AND EXECUTIVE OFFICERS		26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29
PLAN OF DISTRIBUTION		35
LEGAL MATTERS		37
EXPERTS		37
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		37
WHERE YOU CAN FIND MORE INFORMATION		37
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		38

Common Stock outstanding before this offering:(1)		14,732,233
Common Stock offered by the Selling Stockholder:		Up to 39,350,952 shares of Common Stock, consisting of: • the Initial Commitment Shares, which are shares of Common Stock that we will issue to the Selling Stockholder in equal monthly installments upon the effectiveness of the registration statement of which this prospectus forms a part; and • the shares of Common Stock that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder in connection with the Initial Commitment, from time to time and after the date of this prospectus in accordance with the ELOC Agreement.
Common Stock to be outstanding after giving effect to this offering:(1)		54,083,185 shares (assuming the issuance of all shares of Common Stock being offered in this prospectus).
Use of proceeds:		We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder hereunder. However, we may receive up to $1 billion (or up to $5 billion, if and to the extent the Initial Commitment is increased and certain other conditions are satisfied) in aggregate gross proceeds from the Selling Stockholder under the ELOC Agreement in connection with sales of shares of our Common Stock to the Selling Stockholder pursuant to the ELOC Agreement at varying purchase prices after the date of this prospectus. The actual proceeds from the Selling Stockholder may be less than this amount depending on the number of shares of our Common Stock sold to the Selling Stockholder and the price at which such shares are sold. The purchase price per share that the Selling Stockholder will pay for shares of Common Stock purchased from us under the ELOC Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to the Selling Stockholder and, further, to the extent that the Company sells shares of Common Stock under the ELOC Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors — Risks Related to This Offering and Ownership of Our Securities — The sale and issuance of our Common Stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling Stockholder and/or other stockholders, or the perception that such sales may occur, could cause the price of our Common Stock to decline” for additional information. We intend to use the net proceeds obtained under the ELOC Agreement primarily for general corporate purposes, including the acquisition of Solana. See the section titled “Use of Proceeds” for additional information.

Plan of Distribution:		The Selling Stockholder will determine when and how it sells all or a portion of the shares of Common Stock offered pursuant to this prospectus as described in the section titled “Plan of Distribution.”
Risk factors:		See the section titled “Risk Factors” and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Trading market and symbol:		Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “DFDV”.
Transfer agent:		The transfer agent and registrar for our Common Stock is Colonial Stock Transfer Company Inc.

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering		Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering	Percentage of Shares of Common Stock Owned After the Offering
RK Capital Management LLC	385,028	(1)	39,350,952	(2)	385,028	*
North Commerce Parkway Capital LP	—		(2	)	—	*
TQ Master Fund LP and affiliates	—		(2	)	—	*

Name	Age	Position
Joseph Onorati	41	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Fei (John) Han	37	Chief Financial Officer (CFO) (Principal Financial Officer/Principal Accounting Officer)
Parker White	31	Chief Operating Officer and Chief Investment Officer
Blake Janover	42	Chief Commercial Officer and Director
William Caragol	58	Independent Director
Marco Santori	42	Independent Director
Zachary Tai	37	Independent Director

	Option awards					Stock awards
Name	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units that have not vested		Equity incentive plan awards: Number of shares or units of stock that have not vested (#)	Award expiration date
Joseph Onorati – CEO (PEO)	301,980	—	—	$	3.91	04/09/35	—	$	—	—	—
Fei (John) Han – CFO (PFO)	180,985	—	—	$	3.91	04/09/35	—	$	—	—	—
Parker White – COO, CIO	191,989	—	—	$	3.91	04/09/35	—	$	—	—	—
Blake Janover – CCO	—	—	—	$	—	—	70,000	$	512,100	10,000	1/1/2029
William Caragol	175,000			$	2.67	2/10/35 & 7/24/35	21,875	$	160,031	3,125	1/1/2029
Marco Satori	—	—	—	$	—	—	—	$	—	—	—
Zachary Tai	—	—	—	$	—	—	7,000	$	51,210	1,000	1/1/2029

Name	Title	Equity Award	Exercise Price
Joseph Onorati	Chief Executive Officer and Chairman	301,980 options	$	3.91
Fei (John) Han	Chief Financial Officer	180,985 options	$	3.91
Parker White	Chief Operating Officer and Chief Investment Officer	191,989 options	$	3.91
Blake Janover	Chief Commercial Officer and Director	70,000 RSUs	$	—
Marco Santori	Director	70,000 RSUs	$	—
William Caragol	Director	21,875 RSUs	$	—
Zachary Tai	Director	7,000 RSUs	$	—
Bruce Rosenbloom	Employee	35,000 options	$	3.91
Dan Kang	Employee	122,500 options	$	3.91
Danial Saef	Employee	28,000 options	$	3.91
Daniel Faria (Erebor Capital Inc.)	Employee	105,000 options	$	3.91
Juan Carlos Lopez Montemayor	Employee	14,000 options	$	3.91
Chris Becker	Employee	56,000 RSUs	$	—
Pete Humiston	Employee	105,000 options	$	5.62
Juan Carlos Lopez Montemayor	Employee	7,000 options	$	5.62

	Common Stock				Series A Preferred Stock			Voting Power
Name of Beneficial Owner	Shares		%(1)		Shares	%(2)		Voting Power
Officers and Directors
Joseph Onorati, Chairman and Chief Executive Officer(3)	2,216,137		15.04	%	4,500	45.00	%	41.15	%
Fei (John) Han, Chief Financial Officer(4)	—		*	%	1,000	10.00	%	8.72	%
Parker White, Chief Operating Officer and Chief Investment Officer(5)	3,489,171		23.68	%	4,500	45.00	%	42.26	%
Blake Janover, Chief Commercial Officer and Director	8,281	(6)	*	%	—	—		—
William Caragol, Director	30,625	(7)	*	%	—	—		—
Marco Santori, Director	70,000	(8)	*	%	—	—		—
Zachary Tai, Director	—	(9)	*	%	—	—		—
All executive officers and directors (7 persons)	5,814,214

SEC Form S-1 filed by DeFi Development Corp.