DeFi Development Corp.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 19, 2025
DFDV$3.35+5.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0000950170-25-108479
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001193125-25-286660
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 63 current paragraphs.
35 unchanged; 20 reworded; 8 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
We received proceeds from digital asset financing arrangements of $104.1 million and repaid $37.6 million.
Current report
In April 2025, our Board of Directors adopted a new treasury policy, which updated our treasury management to include digital assets, starting with Solana’s native token, SOL. We believe acquiring and holding SOL long-term provides diversification of our treasury holdings and additional growth opportunities through operating validators and staking rewards. We believe that investing in the Solana network through its native token provides an opportunity for us to create value for our shareholders due to the continuous disruptive innovation the network offers to various industries. Currently, Solana is a category leader in decentralized finance, gaming and metaverse, decentralized physical infrastructure networks, asset tokenization, payment processing, and global value transfer.
Current report
Our digital asset treasury strategy is primarily funded through various financing transactions including, among others, issuing common stock, and to a lesser extent, cash on hand from our operations. Management continuously evaluates current market conditions of the overall cryptoeconomy, capital market conditions, and macroeconomic conditions to determine whether to enter into additional financing transactions. Management intends to focus on accumulating digital assets, focusing on SOL, and holding it long-term. We currently do not have a specific target for the amount or type of digital asset holdings we intend to acquire and hold, nor do we have specific plans to acquire a significant amount of any cryptocurrency other than SOL.
Current report
General and administrative expenses for the three months ended September 30, 2025 was primarily driven by $1.7 million of professional fees and $1.0 million of employee-related costs. For the nine months ended September 30, 2025 general and administrative expenses were primarily driven by $3.0 million of employee-related costs and $2.9 million of professional fees.
Current report
REAL ESTATE PLATFORM
Current report
Loss on Disposition
Current report
We incurred a $2.0 million loss for the three and nine months ended September 30, 2025, resulting from the disposition of the assets and liabilities of JPro. See Note 6—Acquisitions and Dispositions for further discussion.
Current report
On April 4, 2025, we entered into several Securities Purchase Agreements with a syndicate of investors, in which we agreed to, among other things, issue Convertible Notes (the "Notes") totaling approximately $42.0 million in aggregate principal due April 6, 2030 ("Maturity Date"). The Notes have an interest rate of 2.5% per year, accrued daily and payable quarterly in arrears on March 31, June 30, September 30 and December 31 each year. The Notes are convertible at any time prior to and or on the Maturity Date, conditioned that the Company’s market capitalization equals or exceeds $100 million on the day prior to the conversion date (“Market Capitalization Condition”). See Note 9—Debt for further discussion.
Removed paragraphs (4)
Previous report
We adopted a treasury policy under which the principal holding in our treasury reserve is allocated to SOL. Through this strategy, we provide investors with direct economic exposure to SOL, while also actively participating in the growth of the Solana ecosystem. In addition to holding and staking SOL, we operate our own validator infrastructure, generating staking rewards and fees from delegated stake.
Previous report
General and administrative expenses associated with our new treasury policy, during the second quarter 2025, primarily consisted of $2.3 million of employee-related costs and $1.4 million of professional fees.
Previous report
REAL ESTATE
Previous report
We entered into a loan request for 75,000 Solana with a maturity date of November 25, 2025, and with a loan fee amount of 12.5% per annum. The loan is collateralized by our treasury assets (including SOL) at a 250% collateral level and a margin call level of 200%. See Note 16—Subsequent Events for further discussion.
Reworded paragraphs (20)
Previous wording
The following are the more significant developments in our business during the six months ended June 30, 2025:
Current wording
The following are the more significant developments in our business during the nine months ended September 30, 2025:
Previous wording
We received net proceeds of $78.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.
Current wording
We received net proceeds of $378.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.
Previous wording
THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
Current wording
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Previous wording
Our consolidated revenue increased for the three and six months ended June 30, 2025 primarily due to digital asset revenue generated from our treasury strategy, which began in the second quarter 2025, and was driven by rewards from staking our digital asset holdings.
Current wording
Our consolidated revenue increased for the three and nine months ended September 30, 2025 primarily due to digital asset revenue generated from our treasury strategy, which began in the second quarter 2025, and was driven by rewards from staking our digital asset holdings.
Previous wording
Consolidated gain from changes in fair value of digital assets for the three and six months ended June 30, 2025 was $22.1 million primarily due to gains related to converting a portion of our SOL holdings into locked SOL and liquid staking tokens and due to the appreciation of SOL against the U.S. Dollar, which were partially offset by impairment charges of $0.9 million related to certain liquid staking tokens.
Current wording
Consolidated gain from changes in fair value of digital assets increased for the three and nine months ended September 30, 2025 primarily due to the appreciation of SOL against the U.S. Dollar and gains related to converting a portion of our SOL holdings into locked SOL and liquid staking tokens. The nine months ended September 30, 2025 was partially offset by impairment charges of $0.9 million related to certain liquid staking tokens.
Previous wording
Our treasury segment accounted for the increase in consolidated operating expenses for the three and six months ended June 30, 2025 primarily due to general and administrative expenses related to employee costs and professional fees.
Current wording
Our treasury segment accounted for the increase in consolidated operating expenses for the three and nine months ended September 30, 2025 primarily due to general and administrative expenses related to professional fees and employee costs and due to a loss on the disposition of Janover Pro.
Previous wording
Income tax expense for the three and six months ended June 30, 2025 was primarily due to higher operating income driven by our treasury strategy and increased SaaS revenue from our real estate platform segment.
Current wording
Income tax expense for the three and nine months ended September 30, 2025 was primarily due to higher operating income driven by our treasury strategy and increased SaaS revenue from our real estate platform segment.
Previous wording
Consolidated net income (loss) increased for the three and six months ended June 30, 2025 primarily due to the previously mentioned gains of $21.2 million from changes in fair value of digital assets, which was partially offset by increases in operating expenses related to general and administrative expenses and income tax expense.
Current wording
Consolidated net income (loss) increased for the three and nine months ended September 30, 2025 primarily due to the previously mentioned gains related to changes in fair value of digital assets, which was partially offset by increases in operating expenses related to general and administrative expenses and income tax expense.
Previous wording
During the second quarter 2025, we began generating treasury revenue primarily from rewards earned on staking our digital asset holdings at third party platforms and to a lesser extent from operating our owned validators, which were acquired in May 2025.
Current wording
Revenue for the three and nine months ended September 30, 2025 was primarily driven from rewards earned on staking our digital asset holdings and to a lesser extent from operating our owned validators.
Previous wording
(Gain) loss from changes in fair value of digital assets generated during the second quarter 2025 reflects $11.2 million of realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens and $10.9 million of gains due to the appreciation of SOL relative to the U.S. Dollar, which was partially offset by impairment charges of $0.9 million related to certain liquid staking tokens.
Current wording
(Gain) loss from changes in fair value of digital assets generated during the three months ended September 30, 2025 primarily reflects $61.2 million of gains due to the appreciation of SOL relative to the U.S. Dollar and $13.7 million of realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens, which were partially offset by $1.3 million of realized losses from our liquid staking tokens. For the nine months ended September 30, 2025 (gain) loss from changes in fair value of digital assets primarily reflects $72.1 million of gains due to the appreciation of SOL relative to the U.S. Dollar and $24.9 million of realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens, which were partially offset by $1.3 million of realized losses from our liquid staking tokens.
Previous wording
Our data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”). We provide data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Pro, Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).
Current wording
Our data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”). We provide data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).
Previous wording
Real estate revenue increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to increased SaaS subscription revenue. SaaS subscription revenue for the quarter ended June 30, 2025 was approximately $502.1 thousand, compared to $127.2 thousand for the same period in the prior year, an increase of 295%. As of June 30, 2025, total SaaS subscriptions for the quarter increased from 46 to 442 subscriptions. Annualized recurring revenue ("ARR") for the second quarter 2025 reached approximately $2.2 million, compared to approximately $0.3 million as of June 30, 2024, an increase of 631%. ARR increased sequentially by approximately 61%, which was approximately $1.4 million for the quarter ended March 31, 2025. ARR represents an annualization of our SaaS subscription recurring revenue, which assumes a full year of revenue.
Current wording
Real estate revenue increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to increased SaaS subscription revenue. SaaS subscription revenue for the quarter ended September 30, 2025 was approximately $509.7 thousand, compared to $133.5 thousand for the same period in the prior year, an increase of 281%. SaaS subscription revenue will decrease in future quarters after the sale of the JPro business unit, which represented the majority of the subscription revenue.
Previous wording
Sales and marketing increased for the three and six months ended June 30, 2025 compared to the same periods in 2024 primarily due to an increase in marketing and sales commissions related to the growth of SaaS subscription revenue.
Current wording
Sales and marketing increased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 primarily due to an increase in marketing and sales commissions related to the growth of SaaS subscription revenue.
Previous wording
General and administrative decreased for the three and six months ended June 30, 2025 compared to the same periods in 2024 due to a reduction in payroll related costs.
Current wording
General and administrative decreased for the three and nine months ended September 30, 2025 compared to the same periods in 2024 due to a reduction in payroll related costs.
Previous wording
As of June 30, 2025, our principal sources of liquidity were sales of our common stock under our ELOC, cash and cash equivalents, marketable securities and collections of our accounts receivable. Our ELOC provides the ability for us to sell, from time to time, up to an aggregate of $1.0 billion of our common stock. Our cash and cash equivalents consist of money market and demand deposit accounts at various financial institutions and digital asset platforms. We believe that these existing sources of liquidity are and will be sufficient in both the short and long term to meet our working capital requirements and future obligations.
Current wording
As of September 30, 2025, our principal sources of liquidity were sales of our common stock under our ELOC, cash and cash equivalents and collections of our accounts receivable. Our ELOC provides the ability for us to sell, from time to time, up to an aggregate of $1.0 billion of our common stock. Our cash and cash equivalents consist of money market and demand deposit accounts at various financial institutions and digital asset platforms. We believe that these existing sources of liquidity are and will be sufficient in both the short and long term to meet our working capital requirements and future obligations.
Previous wording
Net cash used in operating activities for the six months ended June 30, 2025 was $2.1 million primarily due to the timing of collections related to our accounts receivable and payments related to interest and income taxes.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2025 was $7.0 million primarily due to payments related to employee-related costs, professional fees and interest, which was partially offset by timing of our accounts payable and accrued expenses, deferred revenue and timing of collections on our accounts receivable.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2025 was $61.3 million due to the purchase of digital assets by our treasury segment.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2025 was $236.3 million due to the purchase of digital assets by our treasury segment and settlement of derivative instruments.
Previous wording
Net cash provided by financing activities was $63.3 million for the six months ended June 30, 2025 as a result of proceeds received from equity raises and the issuance of convertible notes.
Current wording
Net cash provided by financing activities was $249.6 million for the nine months ended September 30, 2025 as a result of proceeds received from the issuance of convertible notes and equity raises.
Previous wording
On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5% convertible senior notes due 2030 ("2030 Notes"). The 2030 Notes bear interest at an annual rate of 5.5% and is calculated based on a 360-day year, payable semiannually in arrears. The 2030 Notes mature on July 1, 2030, unless we redeem or the notes are converted according to the terms of the agreement. See Note 16—Subsequent Events for further discussion.
Current wording
On July 7, 2025, we issued $112.5 million in aggregate principal amount, in a private offering, of 5.5% convertible senior notes due 2030 ("2030 Notes"). The 2030 Notes bear interest at an annual rate of 5.5% and is calculated based on a 360-day year, payable semiannually in arrears. The 2030 Notes mature on July 1, 2030, unless we redeem or the notes are converted according to the terms of the agreement.
Previous wording
On July 9, 2025, the initial purchasers of the private offering exercised the right to purchase additional 2030 Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the 2030 Notes. We received $9.7 million in net proceeds which was used for general corporate purposes, including the acquisition of SOL. See Note 16—Subsequent Events for further discussion.
Current wording
On July 9, 2025, the initial purchasers of the private offering exercised the right to purchase additional 2030 Notes, as granted under the terms of the private offering, resulting in an additional issuance of $10.0 million in aggregate principal amount of the 2030 Notes. We received $9.7 million in net proceeds which was used for general corporate purposes, including the acquisition of SOL.