Business Context and Reporting Period
Company: DeFi Development Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: September 11, 2026
Reporting Period: Events occurring on September 8, 2026, and September 11, 2026.
The Company entered into a material definitive agreement to sell up to 30,000,000 shares of its Variable Rate Series C Perpetual Preferred Stock ("CHAD Stock") and amended its Articles of Incorporation to increase the authorized share count for this class.
Key Financial Metrics
This filing is a Current Report (Form 8-K) and does not contain audited financial statements, revenue, profit, cash flow, or margin data. The filing text does not provide a clear value for current liquidity, debt levels, or operating metrics.
Transaction Specifics:
- Securities Offered: Up to 30,000,000 shares of Variable Rate Series C Perpetual Preferred Stock (CHAD).
- Authorized Shares Increase: Increased from 2,220,000 to 32,200,000 shares.
- Commission: Agent (R.F. Lafferty & Co., Inc.) receives up to 0.75% of gross proceeds.
- Use of Proceeds: General corporate purposes, working capital, acquiring Solana (SOL) digital assets, and strategic initiatives.
Material Changes
Capital Structure: The Company increased the authorized number of CHAD Stock shares by 30,000,000 to facilitate the new sales agreement.
Agreements: Entered into an "at-the-market" sales agreement with R.F. Lafferty & Co., Inc., allowing for the sale of shares from time to time. The Company retains the right to suspend or terminate the agreement at any time.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to utilize net proceeds to acquire Solana (SOL) digital assets and fund strategic initiatives. There is no obligation to sell any specific number of shares.
Risks and Contingencies:
- Sales Uncertainty: The Agent is not required to sell any specific number or dollar amount of shares and may decline placement notices.
- Termination: Either party may terminate the Sales Agreement with ten (10) days' prior notice.
- Market Conditions: Sales are subject to market conditions and applicable laws; the Company may impose price, time, or size limits.
Investor Verification Checklist
- Verify the current market price and trading volume of the CHAD stock (Variable Rate Series C Perpetual Preferred Stock) on Nasdaq.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific terms regarding the variable rate mechanism and redemption features.
- Confirm the Company's current holdings of Solana (SOL) and the specific strategic initiatives planned for the proceeds.
- Check for any subsequent filings regarding the actual volume of shares sold under this agreement.
- Review the Company's latest 10-K or 10-Q for baseline liquidity and debt positions, as this 8-K does not provide them.