DeFi Development Corp.

S-11 ea0262753-s1_defi.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 28, 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.☐

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

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.

Up to 3,898,856 Shares of Common Stock

This prospectus relates to the issuance and sale of up to 3,898,856 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), by DeFi Development Corp., a Delaware corporation (“Company,” “we,” “our,” or “us”), upon the exercise of warrants issued by the Company on October 27, 2025, as a distribution to all holders of the shares of Common Stock, as well as the holders of the Company’s 5.50% Convertible Senior Notes due 2030 (“144A Notes”), the Company’s 2.5% convertible Notes due 2030 (“PIPE Notes”) and Company’s pre-funded warrants issued on August 28, 2025, in each case as of the Record Date (as defined below) (each, a “Warrant” and, collectively, the “Warrants”).

Our Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “DFDV.” On October 28, 2025, the last reported sale price of our Common Stock was $13.44 per share.

The Company declared a distribution (the “Warrant Distribution”) of transferable Warrants at no charge to all of the record holders of Common Stock as of the close of business on October 23, 2025 (the “Record Date”). The Company is distributing one (1) Warrant for every ten (10) issued and outstanding shares of Common Stock, rounded down to the nearest whole number.

Holders of our 5.50% Convertible Senior Notes due 2030 (“144A Notes”) as of the record date (“144A Noteholders”), will also receive Warrants without having to convert such 144A Noteholder’s 144A Notes as if such 144A Noteholder held a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the 144A Notes in effect on the Record Date, and (ii) the aggregate principal amount (expressed in thousands) of 144A Notes held by such 144A Noteholder on such date, rounded down to the nearest whole number.

Holders of the Company’s 2.5% Convertible Notes due 2030 (“PIPE Notes”) as of the Record Date (“PIPE Noteholders”) will also receive Warrants without having to convert such PIPE Noteholder’s PIPE Notes as if such PIPE Noteholder held a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the PIPE Notes in effect on the Record Date, and (ii) the aggregate principal amount (expressed in thousands) of PIPE Notes held by such PIPE Noteholder on such date, rounded down to the nearest whole number.

Holders of the Company’s pre-funded warrants issued on August 28, 2025, as of the Record Date, will also receive one Warrant for each ten shares of Common Stock underlying their pre-funded warrants, rounded down to the nearest whole number.

Unless the expiration date of the Warrants is accelerated pursuant to the terms of the Warrant Agreement (defined below) as a result of the Early Expiration Price Condition (defined below), the Warrants may be exercised only during the period commencing on the date of the effectiveness of the registration statement of which this prospectus is a part until January 21, 2028, subject to the conditions set forth in the Warrant Agreement (as defined below). Each Warrant entitles the holder thereof to purchase from us one (1) share of Common Stock at an initial Exercise Price of $22.50 per Warrant, in each case, subject to certain adjustments. The Warrants may be exercised for cash only.

Based on the number of shares of Common Stock issued and outstanding as of the Record Date, if all Warrants issued in the Warrant Distribution were exercised, we would have 34,022,805 shares of Common Stock issued and outstanding following the completion of the exercise period for the Warrants.

The Warrants have been issued by the Company pursuant to a warrant agreement, dated October 27, 2025, between the Company and Colonial Stock Transfer Company, Inc.., as Warrant Agent (the “Warrant Agreement”). The Warrants will be transferable when issued and are expected to trade on Nasdaq under the ticker DFDVW. However, there can be no assurance that an orderly, liquid trading market for the Warrants will develop. Any trading value of the Warrants will be determined by the market.

The Company will receive proceeds from the exercise of the Warrants for cash. See “Use of Proceeds” in this prospectus.

Investing in the securities offered by this prospectus involves substantial risks. You should carefully consider the risks described under the “Risk Factors” section of this prospectus beginning on page 12 and similar sections in our filings with the Securities and Exchange Commission (“SEC”) incorporated by reference herein before buying any of the shares of Common Stock offered hereby.

Neither the SEC 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.

The date of this prospectus is , 2025.

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