DeFi Development Corp.

S-11 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)

(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.

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 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

Resale of up to 39,350,952 Shares of Common Stock

This prospectus relates to the potential offer and sale from time to time by RK Capital Management LLC and its affiliates identified in this prospectus (collectively, “RK Capital” or the “Selling Stockholder”) of up to 39,350,952 shares of common stock of DeFi Development Corp. (“we,” “us,” “our,” the “Company,” or “DFDV”), par value $0.00001 per share (the “Common Stock”), that may be issued by us to the Selling Stockholder pursuant to that certain share purchase agreement, dated as of June 11, 2025, by and between the Company and the Selling Stockholder (the “ELOC Agreement”), establishing an equity line of credit (“ELOC”). The shares being offered for resale by this prospectus consist of (i) Common Stock to be issued to the Selling Stockholder as an initial commitment fee in accordance with the terms of the ELOC Agreement (the “Initial Commitment Shares”) and (ii) Common Stock that we may, in our sole discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus, as part of the Initial Commitment (as defined herein) pursuant to (and limited by the terms of) the ELOC Agreement.

Pursuant to the terms of the ELOC, we may elect, in our sole discretion, to issue and sell to the Selling Stockholder, from time to time, up to $1 billion of shares of Common Stock (the “Initial Commitment”) after the date of this prospectus, which Initial Commitment may be increased to up to an aggregate of $5 billion of Common Stock upon mutual agreement by the parties and subject to the satisfaction of certain conditions (the “Total Commitment”). The shares of Common Stock will be purchased by the Selling Stockholder at a price per share calculated based on a discount to recent trading prices of the Common Stock equal to 98.75% of the time weighted average price (“TWAP”) per share of our Common Stock, and 98.0% of the TWAP for certain intraday purchases. As such, the actual number of shares of our Common Stock purchased by the Selling Stockholder under the ELOC Agreement will vary depending on the then-current market price of shares of our Common Stock sold to the Selling Stockholder under the ELOC Agreement, but will not exceed the number set forth above unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). See “Prospectus Summary — ELOC Agreement” and “ELOC Financing” for a description of the ELOC Agreement and “Selling Stockholder” for additional information regarding the Selling Stockholder.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholder pursuant to this prospectus. 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 the shares of our Common Stock we may elect to make pursuant to the ELOC Agreement after the date of this prospectus. The actual proceeds received from the Selling Stockholder under the ELOC Agreement may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. 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 — 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.

The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the Selling Stockholder may sell or otherwise dispose of such shares. Although the Selling Stockholder is obligated to purchase shares of our Common Stock under the terms of the ELOC Agreement to the extent we choose to sell such Common Stock to them (subject to certain conditions), there can be no assurances that the Selling Stockholder will sell any or all of the shares of our Common Stock purchased under the ELOC Agreement pursuant to this prospectus. RK Capital is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

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 13, 2025, the last reported sale price of our Common Stock was $25.73. 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 that 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 11 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.