DeFi Development Corp.
05/01/2026 | Press release | Distributed by Public on 05/01/2026 14:49
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2026, DeFi Development Corp. (the "Company") entered into a sales agreement (the "Sales Agreement") with R.F. Lafferty & Co., Inc., acting as sales agent or principal (the "Agent"), pursuant to which the Company may offer and sell from time to time, through or to the Agent, up to an aggregate of $200 million of the Company's common stock, par value $0.00001 per share (the "Shares").
The Shares, if any, will be issued pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-276062), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), on April 17, 2026, and declared effective by the Commission on April 27, 2026 (the "Registration Statement"). The Company filed a prospectus supplement with the Commission pursuant to Rule 424(b) under the Securities Act on May 1, 2026.
Pursuant to the Sales Agreement, sales of the Shares, if any, may be made by any method permitted by law deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Agent may also decline to accept the terms contained in any placement notice, suspend sales or terminate the Sales Agreement upon notice to the Company. The Sales Agreement may be terminated by either the Company or the Agent upon ten (10) days' prior notice to the other party, or earlier under certain circumstances. The Agent is not required to sell any number or dollar amount of the Shares but will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Stock Market LLC, to sell the Shares from time to time, based upon instructions from the Company (including any price, time, or size limits or other customary parameters or conditions the Company may impose).
The Company intends to use the net proceeds from the sales of the Shares, after deducting the Agent's commission and offering expenses, for working capital purposes, acquiring Solana (SOL) digital assets and strategic initiatives.
The Sales Agreement contains customary representations, warranties and agreements by the Company, including mutual obligations of the Company and the Agent to indemnify the other party for certain liabilities, including under the Securities Act, and contribution provisions in the event indemnification is unavailable. Under the terms of the Sales Agreement, the Company will pay the Agent a cash commission of up to 0.75% of the gross proceeds from sales of the Shares sold under the Sales Agreement. The Company will also reimburse the Agent for certain specified expenses.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Company's common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The legal opinion of Perkins Coie LLP relating to the issuance and sale of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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DeFi Development Corp. published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 20:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]