Business Context and Reporting Period
Company: DeFi Development Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: June 25, 2026
Event: Completion of reincorporation from the State of Delaware to the State of Nevada (the "Nevada Reincorporation"). The transaction became effective on June 26, 2026, at 3:01 a.m. Eastern Time.
Key Financial Metrics
This filing is a current report regarding a corporate governance event and does not contain financial performance data. The filing text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes Versus Prior Period
- State of Incorporation: Changed from Delaware to Nevada.
- Governing Law: Internal affairs are now governed by Nevada law and the new Nevada Charter and Bylaws, replacing Delaware law and prior governing documents.
- Capital Structure: No change in the number of shares or rights. Each outstanding Delaware common stock share automatically converted one-for-one into Nevada common stock. Series A Preferred Stock, options, warrants, and other rights converted on a one-for-one basis with identical terms.
- Operations: No change in headquarters, business, jobs, management, properties, employees, assets, liabilities, or net worth (excluding transaction costs).
- Trading: Common stock continues to trade on the Nasdaq Stock Market LLC under the symbol "DFDV".
Guidance, Outlook, and Risks
Management Commentary: The Company states the reincorporation did not adversely affect material contracts or obligations. Stockholders do not need to exchange book-entry shares.
Risks and Contingencies: The filing includes a cautionary note regarding forward-looking statements. Actual results may differ due to market risks, trends, and conditions. Detailed risk factors are referenced in the Company's most recent Form 10-K and subsequent Form 10-Q filings.
Unusual Items: None reported beyond the standard legal and administrative changes associated with the reincorporation.
Investor Verification Checklist
- Review the Information Statement filed on June 5, 2026, for detailed descriptions of the Plan of Conversion, Nevada Charter, and Nevada Bylaws.
- Confirm that the one-for-one conversion of shares and equity instruments was processed correctly by the transfer agent.
- Verify that material contracts remain in full force and effect under Nevada law.
- Check the most recent Form 10-K and 10-Q for updated risk factors and financial performance data not included in this 8-K.