Business Context and Reporting Period
Company: DeFi Development Corp. (DFDV)
Filing Type: Form 8-K (Current Report)
Date of Report: October 8, 2025
Reporting Period: Event-specific report regarding a corporate action announced on the filing date.
Key Financial Metrics
This filing is a current report regarding a corporate action and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes and Corporate Actions
The Board of Directors declared a warrant dividend distribution to record holders of Common Stock and 5.50% Convertible Senior Notes due 2030.
- Record Date: October 23, 2025 (close of business).
- Distribution Date: On or around October 27, 2025.
- Common Stock Ratio: One (1) warrant for every ten (10) shares of Common Stock held, rounded down to the nearest whole number.
- Convertible Notes Treatment: Holders of the 5.50% Convertible Senior Notes due 2030 will receive warrants without converting the notes, calculated based on the conversion rate in effect on the Record Date.
- Warrant Terms:
- Exercise Price: $22.50 per share.
- Expiration Date: On or about January 21, 2028.
- Trading Symbol: Expected to be listed on Nasdaq under ticker symbol DFDVW.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to apply for the warrants to be listed on Nasdaq to facilitate trading. A FAQ document regarding the distribution is available on the Investor Relations website.
Risks and Contingencies:
- The filing contains forward-looking statements regarding the anticipated warrant distribution, which are subject to risks and uncertainties.
- The issuance of warrants has not been registered under the Securities Act as the distribution is for no consideration; however, a Form 8-A registration statement will be filed.
- Investors are advised to read the prospectus or prospectus supplement and the warrant agreement for detailed risk factors and terms.
Investor Verification Checklist
- Verify the exact number of warrants received based on the share count held as of the October 23, 2025 Record Date.
- Confirm the listing status and trading commencement date for the new ticker symbol DFDVW on Nasdaq.
- Review the attached Exhibit 99.1 (Press Release) and Exhibit 99.2 (FAQ) for specific details on the warrant agreement.
- Monitor the filing of the Form 8-A registration statement and the associated prospectus for full terms and risk factors.
- Check the conversion rate applicable to the 5.50% Convertible Senior Notes due 2030 as of the Record Date to calculate warrant entitlements for note holders.