DeFi Development Corp.

S-11 ea0256944-s1_defi.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 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)

**6401 Congress Avenue, Suite 250

(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

(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 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.

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

DeFi Development Corp.

Shares

% Series C Cumulative Perpetual Preferred Stock

We are offering shares of our % Series C Cumulative Perpetual Preferred Stock, which we refer to as our “Series C Perpetual Preferred Stock.”

DIVIDENDS

Subject to the preferential rights, if any, of the holders of any class or series of capital stock of the Company ranking senior to the Series C Perpetual Preferred Stock as to dividends, the holders of the Series C Perpetual Preferred Stock will be entitled to receive, when, as and if declared by the Board (or a duly authorized committee of the Board), only out of funds legally available for the payment of dividends, cumulative cash dividends at the annual rate of % of the $ liquidation preference per year. Dividends on the Series C Perpetual Preferred Stock will accumulate and be cumulative from, and including, the date of original issue by us of the Series C Perpetual Preferred Stock.

Dividends, when, as and if declared by the Board (or a duly authorized committee of the Board) will be payable quarterly, on March 31, June 30, September 30 and December 31 of each year, in arrears on the final day of each requisite month, beginning on September 30, 2025, each of which we refer to as a “dividend payment date”; provided that if any dividend payment date is not a business day, as defined in the certificate of designation with respect to the Series C Perpetual Preferred Stock, then such date will nevertheless be a dividend payment date but the dividend which would otherwise have been payable on that dividend payment date, when, as and if declared, will be paid on the next succeeding business day and no interest, additional dividends or other sums will accumulate on the amounts so payable for the period from and after that dividend payment date to the next succeeding business day. The first dividend on the Series C Perpetual Preferred Stock, when, as and if declared, will be paid on September 30, 2025, which will be for less than a full month after the initial issuance of the Series C Perpetual Preferred Stock and will cover the period from the first date we issue and sell the Series C Perpetual Preferred Stock through, but not including, September 30, 2025.

See “Description of the Series C Preferred Stock—Dividends”

CONVERSION RIGHTS

Subject to certain limitations, holders of the Series C Perpetual Preferred Stock will have the right to convert some or all of their shares of Series C Perpetual Preferred Stock on any business day into shares of our common stock (together, if applicable, with cash in lieu of any fractional share of common stock) at the then-applicable conversion rate. The initial conversion rate is shares of common stock per share of Series C Perpetual Preferred Stock, which represents an initial conversion price of $ per share of common stock, and is subject to adjustment.

REDEMPTION AND REPURCHASE

We will have the right, at our election, to redeem all, and not less than all, of the Series C Perpetual Preferred Stock, at any time, for cash if the total aggregate liquidation preference of all Series C Perpetual Preferred Stock then outstanding is less than 25% of the aggregate liquidation preference of the Series C Perpetual Preferred Stock issued in this offering. We refer to a redemption pursuant to this provision as an “optional redemption.” The redemption price for any Series C Perpetual Preferred Stock to be redeemed pursuant to an optional redemption will be a cash amount equal to the liquidation preference of the Series C Perpetual Preferred Stock to be redeemed, plus accumulated and unpaid regular dividends to, but excluding, the redemption date.

LISTING; COMMON STOCK

No public market currently exists for Series C Perpetual Preferred Stock. We have applied to list the Series C Perpetual Preferred Stock on The Nasdaq Capital Market under the symbol “ .” If the listing is approved, we expect trading to commence within 30 days after the date the Series C Perpetual Preferred Stock is first issued. Our common stock is listed on The Nasdaq Capital Market under the symbol “DFDV.” On September 15, 2025, the last reported sale price of our common stock was $17.64 per share.

Our business and an investment in the Series C Perpetual Preferred Stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on page 9 of this prospectus and in the documents incorporated by reference into this prospectus.

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 expect to deliver the Series C Perpetual Preferred Stock in book-entry form through the facilities of The Depository Trust Company on or about , 2025, which will be the business day after the initial trade date for the Series C Perpetual Preferred Stock (this settlement cycle being referred to as “T+ ”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally must settle in one business day, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade Series C Perpetual Preferred Stock before the business day before the settlement date must, because the Series C Perpetual Preferred Stock initially will settle T+ , specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.

Book-Running Manager

Benchmark

a StoneX Company

The date of this prospectus is , 2025.

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