DeFi Development Corp.

S-11 ea0245383-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June 11, 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)

(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

(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.

Christopher Wassman, 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 apost-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 apost-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, anon-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.

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.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Up to 12,375,896 Shares of Common Stock Offered by Selling Stockholders

This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders”) identified herein of (i) 4,306,527 shares of our common stock, par value $0.00001 per share (“Common Stock”), issuable upon the conversion of $41,950,000 million in aggregate principal amount of convertible notes (the “Notes”), (ii) 2,447,102 shares of Common Stock issuable upon the exercise of warrants issued at an exercise price of $17.14 per share (“Warrant 1”) and (iii) 1,957,648 shares of Common stock issuable upon the exercise of warrants issued at an exercise price of $21.43 per share, (“Warrant 2” and, together with Warrant 1, the “Warrants”), (iv) 2,210,866 shares of Common Stock and (v) 1,453,753 shares of Common Stock issuable upon the exercise of pre-funded warrants at an exercise price of approximately $0.0014 per share (“Pre-Funded Warrants”).

We are registering the shares on behalf of the Selling Stockholders to be offered and sold by it from time to time. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholders pursuant to this prospectus. The Selling Stockholders may offer and sell such shares to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods or any other method permitted by law. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of such shares. Our registration of these shares does not mean that the Selling Stockholders will offer or sell any shares of our Common Stock.

Effective May 20, 2025, we approved a 7-for-1 forward split (the “Stock Split”) of our Common Stock. As a result, each holder of record of Common Stock as of the close of business on May 19, 2025 received six additional shares of Common Stock. The $0.00001 par value per share remained unchanged. Unless otherwise stated, disclosures in this prospectus have been updated to reflect the Stock Split.

Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “DFDV”. On June 11, 2025, the last reported sale price of our Common Stock was $26.27. The applicable prospectus supplement, if any, will contain information, where applicable, as to any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and a “smaller reporting company” as the term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company”, “Prospectus Summary — Implications of Being a Smaller Reporting Company” and “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025.