DeFi Development Corp.

S-11 ea0269978-s1_defi.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 18, 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

Variable Rate Series C Perpetual Preferred Stock

We are offering shares of our Variable Rate Series C Perpetual Preferred Stock, which we refer to as our “CHAD Stock.” The CHAD Stock will have a stated amount of $100 per share and an initial liquidation preference of $100 per share. The liquidation preference will be subject to adjustment in the manner described in this prospectus. However, the liquidation preference will not be adjusted to an amount that is less than $100 per share.

DIVIDENDS

The CHAD Stock will accumulate cumulative dividends, which we refer to as “regular dividends,” at a variable rate that is described more fully below and elsewhere in this prospectus. Regular dividends, if any, on the CHAD Stock will accumulate on the stated amount thereof, which is $100 per share of CHAD Stock, and will be payable when, as and if declared by our board of directors (as defined in this prospectus) or any duly authorized committee thereof, out of funds legally available for their payment, monthly in arrears on the 15th calendar day of each calendar month, beginning on , 202 . At the closing of this offering, we intend to establish a dividend reserve in an amount equal to the first 12 months of dividend payments (assuming dividend payments are made at a rate of 12.00% per annum) calculated as of the date of this offering (the “Dividend Reserve”) by depositing $12.00 per share of CHAD Stock into a separate account (the “Dividend Payment Account”) funded by us with existing cash on hand.

The initial regular dividend rate will be 12.00% per annum. However, we will have the right, in our sole and absolute discretion, to adjust the regular dividend rate applicable to subsequent regular dividend periods in the manner described in this prospectus. Our right to adjust the regular dividend rate will be subject to certain restrictions. For example, we will not be permitted to reduce the monthly regular dividend rate per annum that will apply to any regular dividend period (i) by more than the following amount from the monthly regular dividend rate per annum applicable to the prior regular dividend period: the sum of (1) 25 basis points; and (2) the excess, if any, of (x) the “monthly SOFR per annum” (as defined in this prospectus) on the first business day of such prior regular dividend period, over (y) the minimum of the monthly SOFR per annum rates that occur on the business days during the period from, and including, the first business day of such prior regular dividend period to, and including, the last business day of such prior regular dividend period; or (ii) to a rate per annum that is less than the monthly SOFR per annum in effect on the business day before we provide notice of the next monthly regular dividend rate per annum.

Our current intention, which is subject to change in our sole and absolute discretion, is to adjust the regular dividend rate in such a manner as we believe will maintain the CHAD Stock’s trading price within its stated long-term range of $95 and $105 per share. For example, if the trading price of the CHAD Stock exceeds $105, our current intention would be to reduce the regular dividend rate with the goal of causing the trading price of the CHAD Stock to decrease. Similarly, if the trading price of the CHAD Stock is less than $95, our current intention would be to increase the regular dividend rate with the goal of causing the trading price of the CHAD Stock to appreciate. We will take any such actions at our sole discretion based on our subjective assessment of market conditions and the measures we believe are necessary to achieve our intended objectives. See “Risk Factors—Risks Related to this Offering and Our CHAD Stock—We may be unsuccessful in achieving, or may abandon, our current intention of adjusting the regular dividend rate in such a manner as we believe (in our sole and absolute judgment) would be designed to cause the CHAD Stock to trade at prices, or otherwise have a value, within its targeted long-term trading range of $95 and $105 per share” and “Risk Factors—Risks Related to this Offering and Our CHAD Stock—Our right to unilaterally reduce the regular dividend rate could cause the CHAD Stock to accumulate dividends at rates that are below those of otherwise comparable instruments, could cause the trading price or value of the CHAD Stock to decrease, and could otherwise significantly harm investors.” Further, for any additional shares of CHAD Stock that we issue (whether pursuant to an equity line of credit agreement or in an “at-the-market” or similar offering or otherwise following the listing of the CHAD Stock on The Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (the “Nasdaq Capital Market”)), our current intention (which is subject to change in our sole and absolute discretion) is to issue any such shares of CHAD Stock at a price per share not less than $95 or more than $110.

REDEMPTION AND REPURCHASE

We will have the right, at our election, to redeem all, or any whole number of shares (subject to a certain limitation described below), of the issued and outstanding CHAD Stock, at any time, and from time to time, on a redemption date on or after the first date on which the CHAD Stock is listed on the Nasdaq Capital Market, at a cash redemption price per share of CHAD Stock to be redeemed equal to $110 per share of CHAD Stock to be redeemed (or such higher amount as may be chosen in our sole discretion, it being understood that such higher amount (or the formula to determine such higher amount) will be announced by prior public notice and/or set forth in the applicable relevant notice of redemption), plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. However, we may not redeem less than all of the outstanding CHAD Stock unless at least $50.0 million aggregate stated amount of CHAD Stock is outstanding and not called for redemption as of the time we provide the related redemption notice. We will also have the right, at our election, to redeem all, and not less than all, of the CHAD Stock, at any time, for cash if the total number of shares of all CHAD Stock then outstanding is less than 25% of the total number of shares of CHAD Stock originally issued in this offering and in any future offering taken together, at a cash redemption price per share of CHAD Stock to be redeemed equal to the liquidation preference per share of CHAD Stock as of the business day before the date we provide the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date. In addition, we will have the right to redeem all, but not less than all, of the CHAD Stock if a “tax event” (as defined in this prospectus) occurs, at a cash redemption price equal to the liquidation preference of the CHAD Stock to be redeemed as of the business day before the date we provide the related redemption notice, plus accumulated and unpaid regular dividends, if any, thereon to, and including, the redemption date.

If a “fundamental change” (as defined in this prospectus) occurs, then, except as described in this prospectus, holders of CHAD Stock will have the right (which we refer to as the “fundamental change repurchase right”) to require us to repurchase some or all of their shares of CHAD Stock at a cash repurchase price equal to the stated amount of the CHAD Stock to be repurchased, plus accumulated and unpaid regular dividends, if any, to, and including the fundamental change repurchase date.

EMERGING GROWTH COMPANY AND SMALLER REPORTING COMPANY STATUS

We are an “emerging growth company” and “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and our other filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Smaller Reporting Company.”

LISTING AND ELOC OFFERING

No public market currently exists for the CHAD Stock. We have applied to list the CHAD Stock on the Nasdaq Capital Market under the symbol “CHAD.” If the listing is approved, we expect trading to commence within 30 days after the date the CHAD Stock is first issued. We also intend to establish an equity line of credit (“ELOC”) pursuant to which we would issue shares to a selling stockholder pursuant to a share purchase agreement and the selling stockholder would offer shares of CHAD Stock for resale as soon as reasonably practicable following the listing of the CHAD Stock on the Nasdaq Capital Market; however, the terms of such an offering have not been established and there can be no assurance as to when or on what terms we would commence an ELOC for the CHAD Stock. Our common stock is listed on the Nasdaq Capital Market under the symbol “DFDV.” On December 17, 2025, the last reported sale price of our common stock was $4.97 per share.

This offering is being conducted on a firm commitment basis. The underwriters are obligated to take and pay for all the shares of CHAD Stock offered by this prospectus.

Our business and an investment in the CHAD Stock involve significant risks. These risks are described under the caption “Risk Factors” beginning on page 15 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 CHAD Stock in book-entry form through the facilities of The Depository Trust Company on or about , 202 , which will be the third business day after the initial trade date for the CHAD Stock (this settlement cycle being referred to as “T+3”). 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 CHAD Stock before the business day before the settlement date must, because the CHAD Stock initially will settle T+3, specify an alternate settlement cycle at the time of such trade to prevent a failed settlement. Those purchasers should consult their advisors.

The date of this prospectus is , 202 .

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