What We’ve Built & Where We’re Going

Key Definitions:

Form S-3: A streamlined, short-form SEC registration that lets U.S. public companies quickly raise capital by selling securities, equity or debt, as needed. Often called a “Shelf” because securities can be “pulled off the shelf” and sold without a new registration statement.

Form S-1: A long form of SEC registration statement for public offerings when a company or transaction doesn’t qualify for Form S-3. Cannot be used as a “Shelf” for primary offerings by the company, and requires a new registration statement for each financing facility.

Equity Line of Credit (ELOC): A financing facility that allows a public company to raise cash over time by selling newly issued shares to a committed investor, who typically then sells these shares into the market.

At the Market Offering (ATM): A financing facility that allows a public company to raise cash by selling newly issued shares into the market over time through investment banks.

Rule 144A Convertible Bond: A private debt offering sold to qualified institutional buyers of bonds that are convertible into common stock.

In just the past few months, DeFi Development Corp. (Nasdaq: DFDV) has made measurable strides across every part of our business: 

• We’ve accumulated 621,313 SOL, worth approximately $97M at today’s SOL spot price.

• We acquired a validator business, adding a high-margin, free cash flow positive business that directly supports the growth of SOL Per Share (SPS).

• We’ve announced key partnerships or integrations with leading names in the Solana and crypto ecosystem, including Kraken, BitGo, Bonk, Sanctum, Kamino, Drift, Fragmetric, Exponent, and RateX. 

As we’ve been building this engine, we’ve consistently heard one question: Why hasn’t there been more fundraising or SOL accumulation?

Today, we’re answering that, and offering a look at what comes next!

This blog post outlines how we’re structuring our capital to match our ambition. It reflects a core principle: we believe shareholders should know exactly how we plan to fund growth.

$5B ELOC Filed & Our Next Phase of Growth

Today, we entered into a new Equity Line of Credit (ELOC) under which shares of common stock will be sold via a Form S-1, unlocking a flexible pathway to raise capital as needed, subject to SEC review and effectiveness. Our agreement authorizes up to $5B in total potential issuance, with $1B of common stock included on the registration statement filed today.

This is one of the largest ELOC programs in the public markets today, positioning us to accumulate considerably more SOL.

Why this matters: ELOCs let companies raise capital gradually, when it makes sense, at market prices. It enables us to continue accumulating SOL, scale our validator operations, and compound SPS while maintaining capital discipline.

Unlike traditional equity offerings, which often involve a one-time issuance subject to market conditions, an ELOC allows us to tap capital over time and only when it aligns with shareholder interests. We’re not locking ourselves into unfavorable terms or diluting shareholders unnecessarily. Instead, we now have a strategic mechanism to match capital raises to opportunity, with precision.

This is a powerful tool that sets us apart and allows us to grow. No new debt. No margin calls. Just a clean path to stack more SOL.

Wait, Why Not Use the ATM?

For context, an At-the-Market (ATM) Offering is a flexible fundraising tool used by public companies. It allows a company to sell newly issued shares into the market over time through an investment bank, often in small increments, at market prices. ATMs are efficient and typically require Form S-3 eligibility to use.

So why aren’t we using one? The short answer: We can’t. Not yet. 

Here’s why.

In March 2025, just nine days before we assumed control of Janover, the company’s 10-K was filed with an administrative error in Item 9A (see Figure 1 below). The error had zero impact on Janover’s operations, finances, or strategy.

The company corrected the error in a 10-K/A filed on May 16, 2025 (Figure 2). However, because the fix came after the original filing deadline, the SEC deemed the 10-K filing late. That disqualified us from using S-3, a status we expect to regain on April 1, 2026.

We engaged with the SEC, taking the position that the issue was immaterial. However, after correspondence and discussion, the SEC staff determined that it did not agree with management’s view that the 10-K was materially complete as originally filed. That’s the reason we can’t run an ATM today. The review process also slowed our fundraising plans. With that uncertainty behind us, we can now move forward at full speed.

We weren’t barred from speaking publicly about this, but given the complexity and active dialogue, we chose to wait until the process concluded. We can now share the whole picture.

To be clear: this was an administrative filing error, nothing more. It has zero bearing on the Company’s business or financial health.

No S-3? No Problem.

Shelf ineligibility is inconvenient, but not a roadblock, and certainly not uncommon. Many companies, including SPACs, IPOs, and foreign issuers, face a 12-month S-3 lockout after going public. Additionally, many smaller growth-stage companies operate without S-3 eligibility. 

Here’s the practical impact: 

• We can still raise capital using S-1 registrations, which serve similar purposes as S-3s, just with a little more process. Future Form S-1 filings also allow us to fulfill our registration rights obligations to investors from past and future private placements, ensuring shareholder liquidity isn’t indefinitely constrained by our current S-3 ineligibility.

• We can also raise capital through unregistered offerings like Rule 144A convertible bonds, which don’t require S-3 eligibility.

• And now we have announced a $5B ELOC, and today filed an S-1 to register sales under that program.

S-1s are routine. For a smaller reporting company with a reporting history, like DFDV, the SEC can declare an S-1 effective within a few days or weeks, particularly if the SEC declines to review. It’s more paperwork, but not a major structural limitation by any means.

What We’ve Done To Fix It

Again, our S-3 ineligibility traces to an administrative error made prior to the change of control of the company, with prior counsel and service providers. We’ve long since taken the steps to make sure it doesn’t happen again.

• First, we retained Perkins Coie as primary SEC counsel. They supported us during the Change of Control and now manage all SEC filings for the Company going forward. 

• We have also retained Fenwick & West as crypto counsel for sector-specific guidance and additional external legal muscle.

• We retained Wolf & Company, P.C. as our independent accounting firm, one of the leading crypto-focused firms in the country. They’ve already reviewed our Q1 filings.

Lastly, we expanded our internal finance leadership with senior professionals experienced in public company filings, audit processes, and regulatory compliance.

We’re Built for The Long Run

This was a paperwork issue, and we’ve handled it. It doesn’t affect our validator business, our SOL accumulation strategy, or our long-term vision.

On Wednesday, June 11, 2025, we filed an S-1 registration statement to register shares issued in prior, unregistered fundraising rounds. Today, we filed a second S-1 to register shares associated with our new Equity Line of Credit (ELOC). We will not comment any further on fundraising plans, outside of our regular public company reporting process, or concerning specific offerings. Now, back to stacking more SOL for our shareholders.

In service of SPS,

Joseph Onorati, CEO

Links to S-1 Filings:

• S-1 Registration for ELOC

• S-1 Registration for PIPE/CB

_{Forward-Looking Statements: This blog post contains "forward-looking statements" based on the company’s beliefs, expectations, and assumptions regarding the future of its business, financing plans, anticipated events, and other future conditions as of the original date of this post. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the company’s control. The company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are detailed in the company’s most recent annual report on Form 10-K and subsequent quarterly report on Form 10-Q, and other reports we file with the SEC. The company undertakes no duty to update such information except as required under applicable law. This blog post does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any DFDV securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.}