S-1 1 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)

_____________________________________

Delaware		7389		83-2676794
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

6401 Congress Avenue, Suite 250
Boca Raton, FL 33487
(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
Boca Raton, FL 33487
(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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
TRADEMARKS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		7
RISK FACTORS		8
USE OF PROCEEDS		13
SELLING STOCKHOLDERS		14
DIVIDEND POLICY		18
DIRECTORS AND EXECUTIVE OFFICERS		19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		32
EXPERTS		32
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		32
WHERE YOU CAN FIND MORE INFORMATION		32
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		33

Common stock outstanding as of June 11, 2025:		14,732,233
Common stock offered by the Selling Stockholder:		Consists of 12,375,896 shares held by the Selling Stockholders.
Common Stock to be outstanding after giving effect to the issuance of the Common Shares this offering:(1)		24,897,263 shares
Use of proceeds:		We will not receive any proceeds from the conversion of the Conversion Shares. See the section herein titled “Use of Proceeds.”
Plan of Distribution		The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. Registration of the Common Stock covered by this prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.
Risk factors:		See the section titled “Risk Factors” and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Trading market and symbol:		Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “DFDV”.
Transfer agent:		The transfer agent and registrar for our Common Stock is Colonial Stock Transfer Company Inc.

	Shares of Common Stock Beneficially Owned Prior to the Offering of the Selling Stockholders Shares(*)		Maximum Number of Shares To Be Sold in the Offering of the Selling Stockholders(**)	Shares of Common Stock Beneficially Owned After the Offering of the Selling Stockholders Shares(**)
Name of Selling Stockholders	Number	Percentage	Shares	Number	Percentage
1. Pantera Blockchain Fund L.P.(1)	1,038,293	4.21%	1,038,293	0	0	%
2. Pantera Blockchain Venture Fund L.P.(2)	4,153,169	16.83%	4,153,169	0	0	%
3. Arrington XRP Capital Fund, LP(3)	1,053,504	4.27%	1,053,504	0	0	%
4. Third Party Ventures RAD I(4)	20,766	#%	20,766	0	0	%
5. Payward, Inc(5)	2,076,585	8.42%	2,076,585	0	0	%
6. Protagonist LP(6)	103,830	#%	103,830	0	0	%
7. Trammell Venture Partners I, L.P.(7)	10,383	#%	10,383	0	0	%
8. Christopher Calicott(8)	20,766	#%	20,766	0	0	%
9. 3304813 Nova Scotia Ltd.(9)	41,532	#%	41,532	0	0	%
10. Jody Johnston(10)	41,532	#%	41,532	0	0	%

	Shares of Common Stock Beneficially Owned Prior to the Offering of the Selling Stockholders Shares(*)		Maximum Number of Shares To Be Sold in the Offering of the Selling Stockholders(**)	Shares of Common Stock Beneficially Owned After the Offering of the Selling Stockholders Shares(**)
Name of Selling Stockholders	Number	Percentage	Shares	Number	Percentage
11. Barracuda Capital UG(11)	20,766	#%	20,766	0	0	%
12. The Norstar Group(12)	72,681	#%	72,681	0	0	%
13. Siddharth Viswanath(13)	10,383	#%	10,383	0	0	%
14. Justin Heisler(14)	20,766	#%	20,766	0	0	%
15. 3304842 NOVA SCOTIA LTD.(15)	10,383	#%	10,383	0	0	%
16. Robert Moore(16)	10,383	#%	10,383	0	0	%
17. Guy Hirsch(17)	10,383	#%	10,383	0	0	%
18. Mark Greenberg(18)	10,383	#%	10,383	0	0	%
19. Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B(19)	76,090	#%	76,090	0	0	%
20. Republic Digital Opportunistic Digital Assets Master Fund Ltd(20)	152,187	#%	152,187	0	0	%
21. Andrew Kershner(21)	760,935	3.08%	760,935	0	0	%
22. Shayne Young(22)	38,045	#%	38,045	0	0	%
23. Great Point Capital LLC(23)	114,135	#%	114,135	0	0	%
24. Fifth Lane Partners Fund LP(24)	45,654	#%	45,654	0	0	%
25. RK Trading I LLC(25)	385,028	1.56%	385,028	0	0	%
26. Alyeska Master Fund, LP(26)	913,115	3.70%	913,115	0	0	%
27. Amber International Holding Limited(27)	76,090	#%	76,090	0	0	%
28. Lead Accelerating Limited(28)	304,374	1.23%	304,374	0	0	%
29. Galaxy Digital Trading Cayman LLC(29)	152,180

SEC Form S-1 filed by DeFi Development Corp.