8-K
filed April 7, 2025, 7:59 PM ET
ticker DFDV
CIK 0001805526
other material
confidence high
sentiment neutral
materiality 0.90
DeFi Development Corp. (DFDV): M&A transaction — Janover raises $42M convertible notes, new CEO Onorati, adopts Solana treasury after control change
DeFi Development Corp.
- Raised ~$42M via 2.5% convertible notes due 2030 with warrants; conversion requires $100M market cap.
- Blake Janover sold 51% of common stock and all Series A Preferred to Defi Dev LLC and NS Corp for $4M.
- Joseph Onorati appointed Chairman & CEO; Marco Santori, Zachary Tai join board; Parker White named COO & CIO.
- Board approved including Solana (SOL) as treasury asset; company plans validator operations and DeFi strategies.
- Three prior directors resigned; Blake Janover becomes Chief Commercial Officer.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Onorati was elected as Director at DeFi Development Corp..
- Action
- elected
- Role
- Director
Exact text from the filing
On April 4, 2025, the Board elected each of Joseph Onorati, Marco Santori and Zachary Tai as directors of the Company, to fill the vacancies on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ned Siegel resigned as Director at DeFi Development Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of April 4, 2025, Samuel Haskell, Marcelo Lemos and Ned Siegel resigned from the Board and, to the extent applicable, all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Onorati was appointed as Chief Executive Officer at DeFi Development Corp..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
- Mr. Onorati was appointed by the Board as the chief executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Blake Janover was appointed as Chief Commercial Officer at DeFi Development Corp..
- Action
- appointed
- Role
- Chief Commercial Officer
Exact text from the filing
- Blake Janover, former CEO of the Company, was appointed by the Board as the chief commercial officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marcelo Lemos resigned as Director at DeFi Development Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of April 4, 2025, Samuel Haskell, Marcelo Lemos and Ned Siegel resigned from the Board and, to the extent applicable, all committees thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Zachary Tai was elected as Director at DeFi Development Corp..
- Action
- elected
- Role
- Director
Exact text from the filing
On April 4, 2025, the Board elected each of Joseph Onorati, Marco Santori and Zachary Tai as directors of the Company, to fill the vacancies on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marco Santori was elected as Director at DeFi Development Corp..
- Action
- elected
- Role
- Director
Exact text from the filing
On April 4, 2025, the Board elected each of Joseph Onorati, Marco Santori and Zachary Tai as directors of the Company, to fill the vacancies on the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Parker White was appointed as Chief Operating Officer and Chief Investment Officer at DeFi Development Corp..
- Action
- appointed
- Role
- Chief Operating Officer and Chief Investment Officer
Exact text from the filing
- Parker White was appointed by the Board as the chief operating officer and chief investment officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Samuel Haskell resigned as Director at DeFi Development Corp..
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective as of April 4, 2025, Samuel Haskell, Marcelo Lemos and Ned Siegel resigned from the Board and, to the extent applicable, all committees thereof.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
DeFi Development Corp. underwent a change of control involving Defi Dev LLC and 3277447 Nova Scotia Ltd for $4,000,000 (closed 2025-04-04).
- Action
- change of control
- Counterparty
- Defi Dev LLC and 3277447 Nova Scotia Ltd
- Consideration
- $4,000,000
- Closing
- 2025-04-04
Exact text from the filing
shares of common stock and 4,500 shares of Series A Preferred Stock for $1,744,662 utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4,000,000. The transactions under the Purchase Agreement constitute a change in control of the Company.
View on SEC.gov
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