DFDV 10-K & 10-Q changes, risk factors and insider trading
DeFi Development Corp. (also CHAD, DFDVW, DFUKF) · Nasdaq · Finance Services · CIK 1805526 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our financial results and the market price of our Common Stock may be affected by the prices of digital assets that we hold.”
New heading “The price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our Common Stock.”
New heading “Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.”
New heading “Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. We are also subject to the credit risk of custodians.”
New heading “Our SOL treasury strategy could create complications with external service providers, such as insurance companies, banking entities and auditors, which could have a materially adverse impact on our business.”
New heading “Regulatory change reclassifying SOL as a security could lead to our falling within the definition of “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of SOL and the market price of our Common Stock.”
New heading “We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and funds, or to obligations applicable to investment advisers.”
New heading “If we or our service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital assets, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.”
New heading “We may engage in leveraged digital asset financing strategies, in which we will leverage our digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase our exposure to smart-contract, operational, and counterparty risks.”
New heading “SOL faces unique technical, governance and concentration risks that could materially affect its long-term viability.”
New heading “Solana validators are relatively small in number, which may lead to coordinated censorship.”
New heading “Our SOL treasury strategy is dependent on the Solana Foundation and core development team.”
New heading “SOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.”
New heading “We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking SOL.”
New heading “A majority of our Real Estate Platform revenue is derived from transaction fees, which are not long-term contracted sources of recurring revenue and are subject to external economic conditions and declines in those engagements could have a material adverse effect on its financial condition and results of operations.”
Removed heading “Risks related to our financial condition and business”
Removed heading “We are a growing company with a relatively limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate our prospects.”
Removed heading “We may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.”
Removed heading “Our revenue growth rate and financial performance in recent years may not be indicative of future performance and such growth may slow over time.”
Removed heading “A majority of our revenue is derived from transaction fees, which are not long-term contracted sources of recurring revenue and are subject to external economic conditions and declines in those engagements could have a material adverse effect on our financial condition and results of operations.”
Removed heading “We face risks in our electronic payment services business that could adversely affect our business and/or results of operations.”
Removed heading “If we are unable to deliver effective customer service, it could harm our relationships with our existing customers and adversely affect our ability to attract new customers and our operating results.”
Removed heading “We track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm our reputation and adversely affect our stock price, business, results of operations, and financial condition.”
Removed heading “Our growth plan may include completing acquisitions, which may or may not happen depending on the acquisition opportunities that are available in the marketplace.”
Removed heading “We may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of operations.”
Removed heading “We are subject to concentration risk.”
Removed heading “We may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration partners fund the development and commercialization of our products. If we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.”
Removed heading “We depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability to attract and retain highly skilled employees could materially harm our business.”
Removed heading “Our management team has limited experience managing a public company.”
Removed heading “The concentration of sales among our top employees could lead to losses if we are unable to retain them.”
Removed heading “The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.”
Removed heading “We face stiff competition for qualified personnel and if we fail to attract new personnel or fail to retain and motivate our current personnel, our business, financial condition, and results of operations could be materially and adversely affected.”
Removed heading “We will be a “controlled company” within the meaning of Nasdaq rules and, as a result, qualify for an exemption from certain corporate governance requirements.”
Removed heading “Risks related to our intellectual property and platform development”
Removed heading “We are reliant on one main type of service and some of our products are still in the prototype phase and might never be operational products.”
Removed heading “We may implement new lines of business or offer new products and services within existing lines of business.”
Removed heading “If we are unable to maintain the quality of our products, expand our product offerings or continue technological innovation and improvements, our prospects for future growth may be harmed.”
Removed heading “We are making substantial investments in new product offerings and technologies and expect to increase such investments in the future. These efforts are inherently risky, and we may never realize any expected benefits from them.”
Removed heading “Our new product could fail to achieve the sales projections we expected.”
Removed heading “We use generative artificial intelligence, including in certain of our products and services, which may result in operational challenges, legal liability and reputational concerns that could adversely affect our business and results of operations.”
Removed heading “If we are unable to ensure that our solutions keep pace with other technology, our solutions may become less competitive, and our operating results may be harmed.”
Removed heading “The development and commercialization of our products are highly competitive.”
Removed heading “We must correctly predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation.”
Removed heading “We rely on the data provided to us by users and third parties to operate and improve our product offerings, and if we are unable to maintain and grow the use of such data, we may be unable to provide users with a platform experience that is relevant and effective, which would harm our business, financial condition, and results of operations.”
Removed heading “We depend on relationships with our financial services partners (we refer to such service partners as “Lenders”), and any adverse changes in their financial strength, tightening of their underwriting standards or adverse changes to their online marketing strategy would adversely affect our business, financial condition, and results of operations.”
Removed heading “Our financial performance is dependent on our ability to successfully refer users to lenders and other financial service partners, and these partners are not precluded from offering products and services outside of our platform.”
Removed heading “Lenders on our marketplaces may not provide competitive levels of service to borrowers, which could materially and adversely affect our brands and businesses and their ability to attract borrowers.”
Removed heading “We compete in a highly competitive and rapidly evolving market with several other companies, and we face the possibility of new entrants disrupting our market over time.”
Removed heading “If borrowers do not find value in our platform or do not like the user experience on our platform, the number of matches on our platform may decline and would harm our business, financial condition, and results of operations.”
Removed heading “General economic conditions and commercial real estate market conditions have had and may in the future negatively impact our business.”
Removed heading “Adverse conditions in the primary and secondary multifamily and commercial mortgage markets, as well as the general economy, could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Adverse conditions in the commercial real estate finance markets, or poor or uncertain macroeconomic conditions, could harm our business, financial condition, and results of operations.”
Removed heading “Seasonal fluctuations and other market data in the investment real estate industry could adversely affect our business and make comparisons of our quarterly results difficult.”
Removed heading “Our business has been and may in the future be adversely affected by restrictions in the availability of debt or equity capital as well as a lack of adequate credit and the risk of deterioration of the debt or credit markets and commercial real estate markets.”
Removed heading “Any insurance coverage we have might not be sufficient and uninsured losses may occur.”
Removed heading “We rely on third-party service providers to support our platform and information technology systems.”
Removed heading “We rely on operating system providers to support our platform, and any disruption, deterioration or change in their services, policies, practices, guidelines or terms of service could have a material adverse effect on our business, financial condition and results of operations.”
Removed heading “Some of our products and services contain open-source software, which may pose particular risks to our proprietary software, products, and services in a manner that could negatively affect our business.”
Removed heading “We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.”
Removed heading “We are dependent on internet search engines, in particular, Google, to direct traffic to our websites and refer new users to our platform. If search engines’ algorithms, methodologies, or policies are modified or enforced in ways we do not anticipate, or if our search results page rankings decline for other reasons, traffic to our platform or user growth or engagement could decline, any of which would harm our business, financial condition, and results of operations.”
Removed heading “Claims by others that we infringed their proprietary technology or other intellectual property rights could harm our business.”
Removed heading “Our trademarks, copyrights, and other intellectual property could be unenforceable or ineffective.”
Removed heading “The cost of enforcing our trademarks and copyrights could prevent us from enforcing them.”
Removed heading “Changes in government regulation could adversely impact our business.”
Removed heading “Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing or matching commercial property and business borrowers with financial services providers may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.”
Removed heading “Changes in the regulation of the internet, mobile carriers and their partners could negatively affect our business.”
Removed heading “Security incidents or real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.”
Removed heading “We collect, store, use and otherwise process personal information, including financial information and other sensitive data, which subjects us to governmental regulation and other legal obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our business.”
Removed heading “Data breaches or incidents involving our technology or products could damage its business, reputation and brand and substantially harm its business and results of operations.”
Removed heading “Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.”
Removed heading “Computer malware, viruses, ransomware, hacking, phishing attacks and similar disruptions could result in security and privacy breaches and interruptions and delays in services and operations, which could harm our business.”
Removed heading “Our business may be subject to a variety of U.S. financial regulations, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.”
Removed heading “Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs or requirements resulting in increased expenses.”
Removed heading “We are subject to or facilitate compliance with a variety of federal, state, and local laws, including those related to consumer protection and loan financings.”
Removed heading “Internet-based loan origination processes may give rise to greater risks than paper-based processes and may not always be allowed under state law.”
Removed heading “If we are found to be operating without having obtained the necessary state or local licenses, our business, financial condition, and results of operations could be adversely affected.”
Removed heading “Our use of generative artificial intelligence tools may pose particular risks to our proprietary software and systems and subject us to legal liability.”
Removed heading “Risks related to taxation”
Removed heading “We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes.”
Removed heading “We have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these estimates or judgments are incorrect, our operating results and financial condition may be materially affected.”
Removed heading “Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value-added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of operations.”
Removed heading “Risks related to ownership of our securities”
Removed heading “Our CEO and Chairman will have control over key decision-making as a result of his control of a majority of our voting shares.”
Removed heading “We may not be able to maintain a listing of our common stock on Nasdaq.”
Removed heading “The market price, trading volume and marketability of our securities may, from time to time, be significantly affected by numerous factors beyond our control, which may materially adversely affect the market price of your securities, the marketability of your securities and our ability to raise capital through future equity financings.”
Removed heading “The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.”
Removed heading “We are an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make it more difficult to compare our performance with other public companies and make our common stock less attractive to investors.”
Removed heading “Future sales of our securities may affect the market price of our securities.”
Removed heading “You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.”
Removed heading “We may issue additional debt and equity securities, which are senior to our common stock as to distributions and in liquidation, which could materially adversely affect the market price of our securities.”
Removed heading “We do not intend to pay dividends for the foreseeable future.”
Removed heading “Our potential future earnings and cash distributions to our stockholders may affect the market price of our securities.”
Removed heading “Were our securities to be considered a penny stock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged from effecting transactions in our securities.”
Removed heading “Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware and will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.”
Removed heading “Our common stock market price and trading volume could decline if equity or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.”
Removed heading “We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.”
Removed heading “General risks factors”
Removed heading “We may make decisions based on the best interests of our users to build long-term trust that may result in us forgoing short-term gains.”
Removed heading “We have less experience operating in some of the newer market verticals to which we have expanded.”
Removed heading “We may not be able to expand into new markets.”
Removed heading “All of our revenues are presently generated by sales to customers in the commercial real estate industry, and factors that adversely affect that industry, or our customers within it, could also adversely affect us.”
Removed heading “Our SaaS business depends on existing customers renewing their subscriptions with us and expanding their use of our Value-Added Services, and a decline in either could adversely affect our operating results.”
Removed heading “Our estimates of market opportunity are subject to significant uncertainty.”
Removed heading “Failure to maintain our reputation and brand recognition and attract and engage users cost-effectively would harm our business, financial condition, and results of operations.”
Removed heading “If we fail to manage our growth effectively, our costs and operating expenses may increase without corresponding increases in revenue, which would adversely affect our operating results.”
Removed heading “Damage to our reputation could negatively impact our business, financial condition, and results of operations.”
Largest changes
“While the current administration has undertaken a coordinated policy shift across key financial regulatory agencies with respect to regulations of digital assets, the implications of such proposed and future policy changes are uncertain at this time. If future regulations and policy changes were to impose similar limitations as those in 2023, our service providers may refuse to enter into commercially acceptable contracts with us and other companies that engage in similar treasury strategies with digital assets. This could have a number of adverse impacts on the operation of our business. …”see in full comparison
“Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs or requirements resulting in increased expenses.”see in full comparison
“A security breach or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand, reduce demand for our products, disrupt normal business operations, require us to expend significant capital and resources to investigate and remedy the incident and prevent a recurrence, and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations. …”see in full comparison
“In addition, many participants in the consumer financial services industry have been the subject of putative class action lawsuits, state attorney general actions and other state regulatory actions, and federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices, violations of state licensing and lending laws, including state usury and disclosure laws, actions alleging discrimination based on race, ethnicity, gender or other prohibited bases, and allegations of noncompliance with various state and federal laws and regulations …”see in full comparison
“If we or our service providers experience a security breach or cyberattack and unauthorized parties obtain access to our digital assets, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our digital assets and our financial condition and results of operations could be materially adversely affected.”see in full comparison
“Most of the jurisdictions in which we operate have established their data privacy and security legal frameworks. Failure to comply with these laws can result in regulatory fines or penalties. The California borrower Privacy Act (“CCPA”) created new data privacy rights for California-resident users that will be expanded when the CPRA, which was approved in November 2020, goes into effect. In addition, Virginia recently passed the borrower Data Protection Act, which will go into effect at the same time as CPRA and many other states are considering enacting privacy laws. …”see in full comparison
Full comparison: every changed paragraph (312)
Our financial results and the market price of our Common Stock may be affected by the prices of digital assets that we hold.
As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SOL and other digital assets. The price of digital assets has historically been subject to dramatic price fluctuations and is highly volatile. Moreover, digital assets, such as SOL, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that new legislation, or change in regulatory interpretation of existing law, may adversely affect the liquidity or value of digital assets.
Any decrease in the fair value of digital assets below our carrying value for such assets currently would require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock. In addition, the application of generally accepted accounting principles in the United States, with respect to digital assets, may change in the future and could have a material adverse effect on our financial results and the market price of our Common Stock.
In addition, if investors view the value of our Common Stock as dependent upon or linked to the value or change in the value of our digital asset holdings, the price of digital assets may significantly influence the market price of our Common Stock.
The price of our Common Stock has been and may continue to be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our Common Stock.
Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. With the adoption of our new SOL treasury strategy, we expect to see additional volatility. As a result of this volatility, you may not be able to sell your Common Stock. The market price for our Common Stock may be influenced by many factors, including:
•our digital asset treasury strategy;
•the Solana developer community and whether people continue to engage in building;
•the recruitment or departure of key personnel within the Solana ecosystem;
•downtime and congestion of the Solana Network;
•changes in staking rewards or validator incentives in the Solana ecosystem;
•the success of competitive products to SOL, alternative services or technologies in the blockchain and technology community;
•regulatory or legal developments in the United States and other countries related to digital assets, blockchain and AI;
•variations in our financial results or those of companies that are perceived to be similar to us that also have a SOL treasury strategy;
•the inclusion, exclusion or deletion of our Common Stock from any trading indices;
•issuance of new or updated research or reports by securities analysts;
•sales of our Common Stock and other securities by us or our stockholders;
•general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and
•the other factors described in this ‘‘Risk Factors’’ section and in the “Risk Factors” section of our other SEC filings.
Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.
Our management will have broad discretion in the application of the net proceeds from any offering by the Company and could use the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our Common Stock to decline and delay the development of additional products and services or our pursuit of our new SOL strategy. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value. We will not receive any proceeds from sales by the Selling Stockholders.
Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. We are also subject to the credit risk of custodians.
Historically, crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in their entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital asset holdings at favorable prices or at all. Further, we maintain substantially all of our proprietary digital asset holdings with centralized custodians and transact with trade execution partners. These entities do not have the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation. For example, U.S. banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor in the case of the bank’s insolvency. U.S. broker-dealers are covered by the Securities Investor Protection Corporation (“SIPC”), which ensures recovery of the securities by the depositor. In contrast, cryptocurrency custodians do not offer such protections. If a custodian were to become insolvent, it is possible that we would face delays or difficulties obtaining our digital assets. Moreover, there have been a number of instances in which custodians have used customer funds to fund their own operations. If that were the case with our custodian and the custodian were to become insolvent and file for bankruptcy, we may not be able to obtain all of the digital assets that we had deposited with the custodian. Even if we were to obtain our digital assets, it may require a considerable amount of time and expense, which could adversely impact our financial stability.
Apart from the risk of insolvency of the custodian, there is also a risk of custodians freezing withdrawals, typically in connection with a security incident, regulatory compliance or technical issues, and may be unresponsive to customers attempting to retrieve their funds. In such events, it may be difficult to reach a representative to assist with unfreezing assets and we may not be able to sell or use our digital assets.
Additionally, the secondary market for borrowing against digital assets is not well developed. We may be unable to enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, especially during times of market instability or when the price of digital assets has declined significantly. If we are unable to sell our digital assets, enter into additional capital raising transactions using digital assets as collateral, or otherwise generate funds using our digital assets or if we are forced to sell our digital assets at a significant loss in order to meet our working capital requirements, our business and financial condition could be negatively impacted.
Our
operations and financial results are subject to various risks and uncertainties including those described below. You should consider
carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K,
including our consolidated financial statements and related notes, as well as our other public filings with the Securities and Exchange
Commission. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are
unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any
of the following risks or others not specified below materialize, our business, financial condition and results of operations could be
materially adversely affected. In that case, the trading price of our common stock could decline.
Risks
related to our financial condition and business
We are a growing company with a relatively
limited operating history, which may result in increased risks, uncertainties, expenses and difficulties, and makes it difficult to evaluate
our prospects.
The
Company was originally formed as a limited liability company in the State of Florida in 2018 and was converted into a corporation in
the State of Delaware on March 9, 2021. Accordingly, the Company has a limited history upon which an evaluation of its performance and
prospects can be made. There can be no assurance that we will ever operate profitably. Our current and proposed operations are subject
to all the business risks associated with new enterprises. The Company may not be successful in attaining the objectives necessary for
it to overcome these risks and uncertainties. These include likely fluctuations in operating results as the Company reacts to developments
in its market, managing its growth and the entry of competitors into the market. We will only be able to pay dividends on any shares
once our directors determine that we are financially able to do so.
We
may not be able to effectively manage our growth and operations, which could materially and adversely affect our business.
We
may experience rapid growth and development in a relatively short time span through our marketing efforts. The management of this growth
will require, among other things, continued development of our financial and management controls and management information systems,
stringent control of costs, increased marketing activities, the ability to attract and retain qualified management personnel, and the
training of new personnel. We intend to hire additional personnel to manage our expected growth and expansion. Failure to successfully
manage our possible growth and development could have a material adverse effect on our business and the value of our common stock.
Our
revenue growth rate and financial performance in recent years may not be indicative of future performance and such growth may slow over
time.
We have grown over the last three years, and our
recent revenue growth rate and financial performance may not be indicative of our future performance. You should not rely on our revenue
for any previous quarterly or annual period as an indication of our revenue or revenue growth in future periods. As we grow our business,
our revenue growth rates may slow, or our revenue may decline, in future periods for a number of reasons, which may include slowing demand
for our platform offerings and services, increasing competition, a decrease in the growth of our overall credit market, increasing regulatory
costs and challenges and our failure to capitalize on growth opportunities. Further, we believe our growth over the last several years
has been driven in large part by our platform, lender partnerships and current lack of competitors with a similar business model. Future
incremental improvements in the financial capabilities of lenders, primarily our partners, may impact this substantially, and such developments
may lead to varying levels of growth from past periods. As a result of these factors, our revenue growth rates may slow, and our financial
performance may be adversely affected.
A
majority of our revenue is derived from transaction fees, which are not long-term contracted sources of recurring revenue and are subject
to external economic conditions and declines in those engagements could have a material adverse effect on our financial condition and
results of operations.
We
historically have earned principally all of our revenue from success fees when transactions close on our platform or through a match
we curated. We expect that we will continue to rely heavily on revenue from these sources for substantially all of our revenue for the
foreseeable future. A decline in the number of transactions completed or in the value of the commercial real estate we finance could
significantly decrease our revenues, which would adversely affect our business, financial condition and results of operations.
We
face risks in our electronic payment services business that could adversely affect our business and/or results of operations.
Our
electronic payment services business facilitates the processing of inbound and outbound payments for our SaaS customers. These payments
are settled through our sponsoring clearing bank, licensed money transmitters, card payment processors and other third-party electronic
payment services providers that we contract with from time to time. With respect to these service providers, we have significantly less
control over the systems and processes than if we were to maintain and operate those systems and processes ourselves. In some cases,
functions necessary to our business are performed on proprietary third-party systems and software to which we have no access. We also
generally do not have long-term contracts with these service providers. Moreover, we rely on a limited number of third-party electronic
payment services providers and, in some instances, do not have a backup provider in place for a specific service. Accordingly, the failure
of these service providers to renew their contracts with us or to fulfill their contractual obligations and perform satisfactorily could
result in significant disruptions to our operations and adversely affect our operating results.
We
are and will continue to be subject to risks arising from or related to the settlement of payment transactions, including with respect
to prefunding and chargeback requests as well as human or processing errors. Users are ultimately responsible for fulfilling their obligations
to fund transactions; however, in instances where there are returns or chargebacks, we attempt to collect these funds from our customers.
If we are unable to collect such amounts from our customers, we bear the risk of loss for the amount of the return or chargeback. While
we have not experienced material losses resulting from payment returns or chargebacks in the past, there can be no assurance that we
will not experience significant losses in the future. Any increase in returns or chargebacks that we are not able to recover from our
customers may adversely affect our financial condition and results of operations. In addition, if transactions or settlement reconciliations
are not performed timely or are inaccurate due to human or processing errors, we could experience significant financial loss that could
have an adverse effect on our business and operating results.
Our
electronic payment services business also exposes us to risk in connection with theft, fraud and other malicious activity by our employees,
our third-party service providers’ employees, or third-parties who improperly gain access to our systems or our customers’
systems. In the event of such activity, we may incur liability to compensate our customers, our customers’ stakeholders, or third-party
electronic payment service providers for losses incurred. While we take reasonable measures to secure our systems and payments infrastructure,
it is not possible to entirely eliminate the risk of intentional wrongdoing. In the past, third-party bad actors have gained improper
access to our systems and our customers’ systems and we experienced financial loss as a result. If third-party bad actors again
gain access to our systems or our customers’ systems, or our employees or third-party service providers’ employees misuse
our payment systems for malicious purposes, we could experience material financial loss that may affect our operating results.
If
we are unable to deliver effective customer service, it could harm our relationships with our existing customers and adversely affect
our ability to attract new customers and our operating results.
Our
business depends, in part, on our ability to satisfy our customers by providing onboarding services and ongoing customer service. Once
our solutions are deployed, our customers depend on our customer service organization to resolve technical issues relating to their use
of our solutions. Increased demand for our support services may increase our costs without corresponding revenue, which could adversely
affect our operating results. Further, our sales process is highly dependent on the ease of use of our solutions, our reputation and
positive recommendations from our existing customers. Any failure to maintain high-quality and responsive customer service, or a market
perception that we do not maintain high-quality and responsive customer service, could harm our reputation, cause us to lose customers
and adversely impact our ability to sell our solutions to prospective customers.
We
track certain operational metrics, which are subject to inherent challenges in measurement, and real or perceived inaccuracies in such
metrics may harm our reputation and adversely affect our stock price, business, results of operations, and financial condition.
We track certain operational metrics, including
metrics such as Monthly Unique Users (“MUUs”), which may differ from estimates or similar metrics published by third parties
due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools are subject to a number
of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our
metrics, including the metrics we publicly disclose. If the internal systems and tools we use to track these metrics undercount or overcount
or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe
to be reasonable estimates of our metrics for the applicable period of measurement, there are inherent challenges in measuring how our
platform is used. For example, the number of MUUs on our platform is based on activity associated with a unique device identifier during
a certain time period. Certain individuals may have more than one device and therefore may be counted more than once in our count of Monthly
Unique Users. Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding
of certain details of our business, which could affect our long-term strategies. If our operational metrics are not accurate representations
of our business, if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these
figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to stockholder litigation, and our
business, financial results and results of operations could be adversely affected.
Our
growth plan may include completing acquisitions, which may or may not happen depending on
the acquisition opportunities that are available in the marketplace.
Our
ability to grow by acquiring companies or assets and by making investments to complement our existing businesses will depend upon the
availability of suitable acquisition candidates. If we are unable to find suitable acquisition candidates, if we are unable to attract
the interest of such candidates, or if we are unable to successfully negotiate and complete such acquisitions, that could limit our ability
to grow.
In November 2023, we acquired Groundbreaker, rebranded
as Janover Connect in 2024, which is a specialized software as a SaaS platform designed to simplify capital fundraising and investment
administration in the commercial real estate industry. By offering an intuitive portal at www.groundbreaker.co, it enables real estate
professionals to efficiently manage equity capital, investor relations, and document sharing, fostering a seamless and professional investment
experience. The platform also facilitates secure financial transactions and offers robust customer relationship management tools, aiming
to enhance transparency and engagement between property developers and investors.
In fiscal 2025 we will look into expanding our
core-product suite while transitioning to recurring SaaS subscriptions and through M&A opportunities that have similar characteristics
to our Groundbreaker acquisition. These characteristics include but are not limited to: predictable recurring revenue, high
gross margins, cash flow or approaching cash flow positive, and a product line that will fit into our commercial real estate funnel and
ecosystem. These M&A candidates will complement our core business by upselling and cross selling both new and existing
products. There are no guarantees that we will be successful in identifying or even closing another acquisition opportunity
in the future.
We
may be unable to make acquisitions and investments, successfully integrate acquired companies into our business, or our acquisitions
and investments may not meet our expectations, any of which could adversely affect our business, financial condition, and results of
operations.
We
may in the future acquire or invest in businesses, offerings, technologies, or talent that we believe could complement or expand our
existing product offerings, enhance our technical capabilities, or otherwise offer growth opportunities. The pursuit of future potential
acquisitions and investments may divert the attention of management and cause us to incur significant expenses related to identifying,
investigating, and pursuing suitable acquisitions and investments, whether or not they are consummated. Furthermore, even if we successfully
acquire or invest in additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number
of factors, including, without limitation:
Acquisitions
also increase the risk of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations,
arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition
process.
We
may have to pay cash, incur additional debt, or issue equity to pay for any future acquisitions or investments, each of which could adversely
affect our financial condition. The sale of equity to finance any future acquisitions or investments could result in dilution to our
stockholders. The incurrence of additional indebtedness would result in increased fixed obligations and could also include additional
covenants or other restrictions that would impede our ability to manage our operations. Any of the foregoing could adversely affect our
business, financial condition, and results of operations.
We
are subject to concentration risk.
During
the year ended December 31, 2024, three lenders accounted for 36% of the Company’s revenues. During the year ended December 31,
2023, two lenders accounted for 39% of the Company’s revenues. The Company may be negatively affected by the loss of one of
these lenders.
We
may need to raise substantial additional capital in the future in order to execute our business plan and help us and our collaboration
partners fund the development and commercialization of our products. If we are unable to raise capital when needed, we may be forced
to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.
We
may need to finance future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing
or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, and such
financings may involve restrictive covenants and/or high interest rates. Regarding accessing additional funds through collaboration and
licensing arrangements, it may be necessary to relinquish some rights to our products, processes, and technologies or to grant licenses
on terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional
strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more
of our research or development programs, or curtail some of our commercialization efforts. We may seek to access the public or private
equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.
We
depend on our executive team and other employees to manage the business and the loss of one or more of these employees or an inability
to attract and retain highly skilled employees could materially harm our business.
Our
success depends largely upon the continued high performance of our executive team and other employees. We rely on our executive team
for leadership in critical areas of our business, including product development, engineering, marketing, security, business development,
and general and administrative functions. The loss of one or more of our executives or key employees would have an adverse effect on
our business. From time to time, there may be changes in executives due to hiring or departures, which could disrupt our business. We
do not have employment agreements with executives or other key personnel that require them to continue to work for us for any specified
period and, therefore, they could terminate their employment at any time.
For
example, we depend on our senior management, including Blake Janover, our Founder and Chief Executive Officer and Bruce Rosenbloom, Chief
Financial Officer. If we lose the services of one or more of our senior management and other key personnel, we may not be able to successfully
manage our business, meet competitive challenges or achieve our growth objectives. Further, to the extent that our business grows, we
will need to attract and retain additional qualified management personnel in a timely manner, and we may not be able to do so. Our future
success depends on our continuing ability to identify, hire, develop, motivate, retain, and integrate highly skilled personnel in all
areas of our organization.
Our
management team has limited experience managing a public company.
Our
management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with
the increasingly complex laws pertaining to public companies. These new obligations and constituents require significant attention from
our management team and may divert their attention away from the day-to-day management of our business, which could harm our business,
results of operations, and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “You should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this Annual Report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.”
New heading “OUR COMPANY AND OUR BUSINESS”
New heading “SELECTED CONSOLIDATED OPERATING RESULTS”
New heading “Consolidated Net Loss (Gain) on Digital Assets”
New heading “Consolidated Operating Expenses”
New heading “Consolidated Interest Expense”
New heading “Consolidated (Loss) Gain From Derivative Instruments”
New heading “Consolidated Investment and Other (Expense) Income, Net”
New heading “Consolidated Net (Loss) Income”
New heading “SEGMENT OPERATING RESULTS”
New heading “Net Loss (Gain) on Digital Assets”
New heading “Research and Development”
New heading “General and Administrative”
New heading “Loss on the Disposition of Janover Pro”
New heading “(Gain) From Changes in Fair Value of Contingent Consideration”
New heading “SOURCES OF LIQUIDITY”
New heading “Principal Sources of Liquidity”
New heading “Potential Sources of Liquidity”
New heading “Equity Line of Credit”
New heading “Short-Term Obligations”
New heading “Long-Term Obligations”
New heading “SHARE REPURCHASES AND DIVIDENDS”
New heading “Accounting for Income Taxes”
New heading “Valuation of Financial Instruments and Share-Based Compensation”
Removed heading “Economic and Market Risks and Uncertainties in Our Business Model”
Removed heading “Reverse Stock Split”
Removed heading “Nasdaq Compliance Notice Dated January 15, 2025”
Removed heading “Results of Operations”
Removed heading “Year Ended December 31, 2024, Compared to the Year Ended December 31, 2023”
Removed heading “Cost of Revenues”
Removed heading “Sales and marketing expenses”
Removed heading “Research and development expenses”
Removed heading “Depreciation and amortization expenses”
Removed heading “Impairment expense”
Removed heading “Cash from operating activities”
Removed heading “Cash from investing activities”
Removed heading “Cash from financing activities”
Removed heading “Revenue Recognition”
Removed heading “Acquisitions, Goodwill and Other Intangible Assets”
Removed heading “Stock-Based Compensation”
Removed heading “Off-Balance Sheet Arrangements”
Largest changes
“Goodwill and indefinite-lived intangibles are not amortized but are instead evaluated annually for impairment as part of the Company’s annual financial review, or when indicators of a potential impairment are present. The annual test for impairment performed for goodwill can be qualitative or quantitative, taking into consideration certain factors surrounding the fair value of the goodwill including, level by which fair value exceeded carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results at the test date. …”see in full comparison
“Acquisitions, Goodwill and Other Intangible Assets”see in full comparison
“We may be negatively impacted by periods of economic downturns, recessions, and disruptions in the capital markets, credit and liquidity issues in the capital markets, including international, national, regional and local markets, tax and regulatory changes and corresponding declines in the demand for commercial real estate investment and related services. Historically, commercial real estate markets and, in particular, the U.S. …”see in full comparison
Full comparison: every changed paragraph (176)
You should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this Annual Report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.
This Management's Discussion and Analysis of Financial Condition and Results of Operations centers on a discussion of 2025 results as compared to 2024 results.
OUR COMPANY AND OUR BUSINESS
During 2025, we pivoted our primary business strategy to the acquisition, long-term holding, and active management of SOL and SOL-related digital assets. Our treasury strategy includes accumulating SOL, locked SOL, liquid staking tokens such as dfdvSOL, and other SOL-denominated or SOL-native positions. We also operate Solana validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and generate staking rewards.
We continuously evaluate capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the timing and structure of financing transactions used to support our digital asset treasury strategy. Our objective is to expand our exposure to the Solana ecosystem over the long term.
In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, REITs, debt funds, and other institutional capital providers.
As a result of expanding our treasury strategy we consider these our two operating segments: “Digital Asset Treasury” and the “Real Estate Platform”.
The
following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations
for the periods indicated. The discussion should be read in conjunction with our audited consolidated financial statements and the related
notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following Management’s
Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors
discussed herein and any other periodic reports filed and to be filed with the SEC.
Overview
Janover
is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well
as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders
have to manage. We provide a technology platform that connects commercial mortgage and small business borrowers looking for debt
to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property
lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial
institutions looking to deploy capital into commercial mortgages.
We currently serve hundreds of thousands of web users annually, including
multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service
providers, and thousands of multifamily and commercial property lenders including more than 10% of the banks in America, credit unions,
REITs, debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities
(“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more.
We
have developed an AI-enabled, B2B fintech platform that connects commercial borrowers and lenders, with a human touch. Commercial property
owners, operators, and developers can quickly create an account on our platform, chat with our AI, set up their own profile and submit
and manage loan requests on their dashboard in a digital experience. Our algorithms automatically match borrowers to their best loan
option(s) or to our internal capital markets advisors (inbound sales team) that guide the borrower through the process and connect them
with the right loan product and lender. Originators that work at commercial real estate mortgage lenders can log in and use their lender
portal to view, sort, and engage with their new matches in real-time and communicate with the borrowers, tracking their loans right through
our portal; they can setup the types of deals they are looking for as well. Our capital markets advisors have their own interface that
gives them access to targeted loan opportunities, market intelligence, and data empowering them to better assist borrowers in managing
their choices, leading to the best possible outcomes for both lenders and borrowers while building trust, all of which enhances our brand.
We currently have two different customer segments: lenders and borrowers.
Borrowers include (but are not limited to) owners, operators, and developers of commercial real estate including multifamily properties
and most recently, a growing segment of small business owners (which we believe represents a significant growth opportunity). Lenders
include banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds,
CMBS lenders and SBA lenders.
Our business model includes earning a transaction
fee, or platform fee, each time a loan closes with a lender through our platform. We are either paid a share of the revenue from the transaction
by the lender and/or receive some fixed sum in an amount we negotiate from the borrower. We are generally paid by the lender or the borrower
and are paid by both sometimes. Our average fee earned per transaction is approximately 1% of the loan amount generally earned at
the time of closing. We do not make loans or share risk with the lenders, with whom we conduct business with.
The
Company derives its revenue primarily from platform fees and subscription revenue. Platform fees include referral and advisory fees generated
from multifamily and commercial real estate and small business debt transactions. Revenue is recognized when performance obligations
under the terms of a contract with a customer are satisfied and the promised services have been transferred to the customer. The Company’s
services are generally transferred to the customer at a point in time, which is when the underlying lending transaction has closed and
successfully funded. The Company may act as an agent for both lenders and borrowers.
Our data and software offerings are generally offered on a subscription
basis as software as a service (“SaaS”). Janover provides data, transparency, and tools, generally as annual software subscriptions,
to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover
Pro, Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).
In fiscal 2025, we will continue to focus on transitioning
from transactional platform fee revenue to the more predictable and profitable recurring subscription revenue. At December 31, 2024 our
annual recurring revenue run-rate reached approximately $812,000, compared to approximately $276,000 in the prior year, an increase of
194%. As of December 31, 2024 and 2023, there was approximately $341,000 and $83,000 in deferred revenue, respectively, the majority of
which is pertaining to these SaaS fees received in advance. The revenue will be recognized over the remaining term of the SaaS agreements
in fiscal 2025 and beyond.
Strategy
In
2025, we will continue to better connect the commercial real estate industry by building tools that reduce frictions in transactions
and that provide broader access to better data than entrenched incumbents. Our priorities are as follows:
All of this
will be done by continuing to:
Economic
and Market Risks and Uncertainties in Our Business Model
We
may be negatively impacted by periods of economic downturns, recessions, and disruptions in the capital markets, credit and liquidity
issues in the capital markets, including international, national, regional and local markets, tax and regulatory changes and corresponding
declines in the demand for commercial real estate investment and related services. Historically, commercial real estate markets and,
in particular, the U.S. commercial real estate market, have tended to be cyclical and related to the flow of capital to the sector, the
condition of the economy as a whole and the perceptions and confidence of market participants to the economic outlook. Cycles in the
real estate markets may lead to similar cycles in our earnings and significant volatility in our stock price. Further real estate markets
may “lag” behind the broader economy such that even when underlying economic fundamentals improve in a given market, additional
time may be required for these improvements to translate into strength in the real estate markets. The “lag” may be exacerbated
when banks delay their resolution of commercial real estate assets whose values are less than their associated loans.
Negative
economic conditions, changes in interest rates, credit and the availability of capital, both debt and/or equity, disruptions in capital
markets, the uncertainty of the tax and regulatory environment or declines in the demand for commercial real estate investment and related
services in international and domestic markets or in significant markets in which we do business, have had and could have in the future
a material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real estate
market is directly impacted by (i) the lack of debt and/or equity financing for commercial real estate transactions, (ii) increased interest
rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the perception that commercial real estate is an
accepted asset class for portfolio diversification, (iv) changes in tax policy affecting the attractiveness of real estate as an investment
choice, (v) changes in regulatory policy impacting real estate development opportunities and capital markets, (vi) slowdowns in economic
activity that could cause residential and commercial tenant demand to decline, and (vii) declines in the regional or local demand for
commercial real estate, or significant disruptions in other segments of the real estate markets could adversely affect our results of
operations. Any of the foregoing would adversely affect the operation and income of commercial real estate properties.
These
and other types of events could lead to a decline in transaction activity as well as a decrease in property values which, in turn, would
likely lead to a reduction in financing fees relating to such transactions. These effects would likely cause us to realize lower revenues.
Such declines in transaction activity and value would likely also significantly reduce our financing activities and revenues.
Fiscal
uncertainty, significant changes and volatility in the financial markets and business environment, and similar significant changes in
the global, political, security and competitive landscape, make it increasingly difficult for us to predict our revenue and earnings
into the future. As a result, any revenue or earnings projections or economic outlook which we may give may be materially affected by
such events. Fiscal 2024 was one of the most challenging years for the commercial real estate industry.
Seasonality
Traditionally,
the commercial real estate market is seasonal in nature, with the first and fourth fiscal quarters being more active than the second
and third fiscal quarters. However, during fiscal 2024 the commercial real estate market was less seasonal due to the significant
macroeconomic pressures in the commercial real estate market.
Recent
Developments2025 SIGNIFICANT DEVELOPMENTS
The following are the more significant developments in our business during 2025:
•On April 4, 2025, our previous Chief Executive Officer entered into a Stock Purchase Agreement with DeFi Dev LLC and 3277447 Nova Scotia Ltd where he sold approximately 51.0% of the Company's outstanding shares of common stock and all off the issued and outstanding Series A preferred stock for an aggregate purchase price of $4.0 million.
•On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” We also changed the ticker symbol for our common stock to “DFDV” on the Nasdaq Capital Market on May 5, 2025.
•The Board of Directors approved and we adopted a new treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL.
•On May 1, 2025, under the terms of an asset purchase agreement, we acquired two validator nodes from Solsync Solutions Partnership, a SOL validator business owned by our current Chief Operating and Investment Officer for $3.6 million.
•We received net proceeds of $378.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.
•We received proceeds from digital asset financing arrangements of $172.0 million and repaid $85.7 million.
•On October 27, 2025 the Company issued approximately 3.9 million of warrant dividends.
•We repurchased a total of 2.0 million shares of our common stock for $11.5 million under our stock repurchase program.
SELECTED CONSOLIDATED OPERATING RESULTS
ATM
Offering
On August 1, 2024, the Company entered into an At-the-Market Offering
Agreement (the “ATM Sales Agreement”) with R.F. Lafferty & Co., Inc., as sales agent, to sell, from time to time, shares
of its common stock having an aggregate offering price of up to $0.99, through an “at the market” offering pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-281185), as supplemented by a prospectus supplement. As of December 31,
2024, there has been no activity to report with the Form S-3 Registration Statement and ATM Sales Agreement. As of the date of this filing
the Company issued approximately 13,000 shares of its common stock, raising approximately $70,000, in conjunction with its Form S-3 Registration
Statement and ATM Sales Agreement. We intend to continue to utilize the Form S-3 Registration Statement and ATM Sales Agreement for the
raising of future capital in fiscal 2025.
Reverse
Stock Split
On
December 30, 2024 the Company effected a 1-for-8 reverse stock split of its outstanding common stock. Accordingly, all share and
per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively,
where applicable, to reflect the reverse stock split. There was no effect on the number of shares of common stock or preferred stock
authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.
Nasdaq
Compliance Notice Dated January 15, 2025
On
January 15, 2025, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
that the Company has regained compliance with the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2). As previously
disclosed, on July 16, 2024, the Company was notified by Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) because
its common stock failed to maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days. To regain compliance,
the Company was required to maintain a minimum closing bid price of $1.00 per share for at least 10 consecutive trading days. This requirement
was met on January 13, 2025.
Results
of Operations
Year
Ended December 31, 2024, Compared to the Year Ended December 31, 2023
The
following table provides certain selected financial information for the periods presented:
RevenuesConsolidated Revenue
Our consolidated revenue increased $9.3 million, or 442.2%, in 2025 compared to 2024 primarily due to digital asset revenue generated from our treasury strategy, which began in the second quarter 2025, and was driven by rewards from staking our digital asset holdings.
Consolidated Net Loss (Gain) on Digital Assets
Consolidated net loss (gain) on digital assets was $27.0 million in 2025 primarily due to impairment charges of $36.8 million driven by liquid staking tokens and declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.
Consolidated Operating Expenses
Our consolidated operating expenses increased $15.7 million, or 307.4%, in 2025 compared to 2024 primarily due to general and administrative expenses related to professional fees for legal and accounting services, employee-related costs and due to a $2.0 million loss on the disposition of JPro at our real estate platform segment.
The following graphs illustrate the primary components contributing to the change in consolidated operating expenses in 2025 compared to 2024 as well as consolidated general and administrative expenses.
Consolidated Interest Expense
Consolidated interest expense was $8.9 million in 2025, which was primarily comprised of $5.0 million attributable to the July 2030 convertible notes, $2.0 million attributable to our April 2030 convertible notes and $1.8 million attributable to borrowing fees related to digital asset financing arrangements.
The following graph illustrates the primary components contributing to the change in interest expense in 2025 compared to 2024.
Consolidated (Loss) Gain From Derivative Instruments
Our consolidated (loss) gain from derivative instruments was $19.8 million in 2025, and included losses of $38.5 million related to declines in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by $18.8 million of gains related to declines in the fair value of our digital asset financing arrangements.
Consolidated Investment and Other (Expense) Income, Net
What changed in the latest 10-Q
Risk Factors
Any investment in our securities involves a high degree of risk. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition, operating results, reputation, future prospects, or the trading price of the Company’s stock. These are not the only risks facing the Company. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Consolidated Investment and Other (Expense) Income, Net”
New heading “Consolidated Gain on the Retirement of Debt”
New heading “Capital Markets”
New heading “At-The-Market Offering”
Largest changes
“Consolidated gain on the retirement of debt for the three and six months ended June 30, 2026 was $2.8 million, resulting from the repurchase of certain July 2030 Notes (as defined in Note 8—Debt) for $5.0 million with a net carrying value of $7.9 million. See Note 8—Debt of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q, for further discussion.”see in full comparison
“Net loss (gain) on digital assets generated for the six months ended June 30, 2026, reflects $20.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $31.1 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $20.7 million of impairments driven by our liquid staking tokens.”see in full comparison
Full comparison: every changed paragraph (59)
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of operations and financial condition of DeFi Dev. MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2025, and our condensed consolidated financial statements and the accompanying Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q).
In addition to our digital asset treasury operations, we continue to operate our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, REITs,Real Estate Investment Trusts ("REITs"), debt funds, and other institutional capital providers.
The following are the more significant developments in our business during the threesix months ended MarchJune 31,30, 2026:
•On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantiallySubstantially all operations of the Real Estate Platform segment will ceaseceased by the end of the second quarter 2026.2026, with the exception of Groundbreaker Tech Inc.
•On May 26, 2026, holders of approximately 81.79% of the outstanding voting power of DeFi Dev approved by written consent the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion. On June 26, 2026, we finalized our reincorporation in the State of Nevada.
•We received net proceeds of $2.0$2.1 million through the issuance of our common stock under our equity line of credit.credit and ATM. We used the proceeds for working capital purposes.
•Alpenglow Consensus Protocol: Solana'sSolana newlyis developeddeveloping a new consensus architecture, which is intended to replace certain legacy consensus components, including the existing Proof-of-History mechanism. Implementation of this framework began in December 2025 and is expected to rollout in the third quarter of 2026. Alpenglow is intended to significantly reduce transaction finality times, improve network performance and increase network usage, which could positively impact staking and validator-related revenue.
•Firedancer: An independently developed validator client, referred to as "Firedancer", was introduced on the Solana Network in December 2025, with rollout and adoption continuing in 2026. Firedancer is an independently developed version of the Solana validator software and is intended to improve performance, resiliency, and client diversity. The newly developed validator software is currently compatible with existing Solana protocols, enabling validators to adopt it without requiring a protocol-level change or a fork. Firedancer may reduce the risk of a network-wide interruption due to a single software bug.interruption. However, the implementation of the software may cause risks for new bugs, new hardware or operational requirements for validators and potential instability during rollout.
•Network Performance and Capacity Upgrades: The Solana Network continues to implement protocol enhancements designed to increase transaction capacity and improve network performance. In July 2026, the Solana Network increased the maximum compute capacity per block from 60 million to 100 million compute units, representing an approximately 66% increase in block compute capacity. The increased capacity is intended to allow validators to process more transactions and computational activity within each block and provide additional network capacity during periods of high demand.
In addition, Agave 4.2, an upcoming release of the primary Solana validator client, includes additional network performance enhancements, including features designed to reduce slot times and increase the frequency at which blocks are produced. Certain reduced slot-time features are currently undergoing testing prior to implementation on the Solana mainnet.
These and other network upgrades may improve network efficiency, transaction throughput and performance and reduce congestion during periods of high demand. However, the timing, successful implementation and impact of these upgrades on network activity and our Digital Asset Treasury segment remain uncertain.
•Validator Economics and Fee Distribution: The Solana Network continues to develop and implement protocol changes affecting transaction fees, block rewards and other economic incentives available to validators and network participants. Certain proposed or recently accepted protocol changes would modify the calculation, distribution or burning of network fees, which could affect the economics of operating validators and staking SOL. Additional changes to validator incentives and fee structures may be proposed or implemented in the future. The impact of these changes on staking and validator-related revenue in our Digital Asset Treasury segment remains uncertain.
•Increased Block Capacity: The Solana Network, in a series of protocol upgrades, is developing protocol enhancements designed to increase transaction capacity and improve network performance, including upgrades intended to support more complex transactions and increase the number of transactions processed per block. These protocol upgrades are expected to be included in future software releases, including a planned release in 2026. If successfully implemented, these upgrades may improve network efficiency and reduce congestion during periods of high demand. Since these upgrades are not yet implemented and are subject to change, the impact of these upgrades on our Digital Asset Treasury segment are uncertain.
•Block Reward Distribution: Currently, the Solana Network is developing protocol updates related to the distribution of block-level rewards among validators and delegators. These updates are intended to improve transparency and standardize how transaction fees and other network-generated rewards are shared. The result of these potential protocol updates remain uncertain and may affect the amount of staking and validator revenue at our Digital Asset Treasury segment.
THREE AND SIX MONTHS ENDED MARCHJUNE 31,30, 2026 AND 2025
OurThe increase in consolidated revenue increased $2.4 million for the three and six months ended MarchJune 31,30, 2026,2026 compared to the same periods in 2025 was primarily due to digital asset revenue generated from our treasury strategy which was driven by rewards from staking our digital asset holdings.
Consolidated Net (Loss) (Gain) on Digital Assets
ConsolidatedThe decrease in consolidated net (loss) (gain) on digital assets was $51.0 million for the three and six months ended MarchJune 31,30, 2026,2026 compared to the same periods in 2025 was primarily due to the decline of SOL against the U.S. Dollar and losses related to dispositions from converting a portion of our SOL holdings into liquid staking tokens and from sales of digital assets.
OurThe Digital Asset Treasury segment accounted for the $5.7 million increasedecrease in consolidated operating expenses for the three months ended MarchJune 31,30, 2026 primarilyas duecompared to generalthe same period in 2025 was primarily driven by a decrease in research and administrativedevelopment expenses related to professional fees and employee-related costs.expenses.
Our Digital Asset Treasury segment accounted for the increase in consolidated operating expenses for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to general and administrative expenses related to professional fees and employee-related costs.
Consolidated Gain (Loss) Gain From Derivative Instruments
The increase in consolidated gain (loss) from derivative instruments for the three months ended June 30, 2026 compared to the same period in 2025 was primarily attributable to $7.5 million of gains related to declines in the fair value of our digital asset financing arrangements, partially offset by losses of $7.5 million driven by declines in the fair value of collateral related to our digital asset financing arrangements.
Consolidated gain (loss) gain from derivative instruments was $22.8 million for the threesix months ended MarchJune 31,30, 2026,2026 andwas a loss of $22.8 million, primarily includedconsisting of $53.3 million of losses ofdriven $45.8by million related to decreasesdeclines in the fair value of collateral related to our digital asset financing arrangements, which was partially offset by $22.9 milliongains of gains$30.4 million related to declines in the fair value of our digital asset financing arrangementsarrangements.
Consolidated Investment and Other (Expense) Income, Net
The decrease in consolidated investment and other (expense) income, net for the three and six months ended June 30, 2026 compared to the same period in 2025 was primarily attributable to the ELOC commitment fee, which was $3.2 million and $5.4 million, respectively.
Consolidated Gain on the Retirement of Debt
Consolidated gain on the retirement of debt for the three and six months ended June 30, 2026 was $2.8 million, resulting from the repurchase of certain July 2030 Notes (as defined in Note 8—Debt) for $5.0 million with a net carrying value of $7.9 million. See Note 8—Debt of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1, of this Quarterly Report on Form 10-Q, for further discussion.
ConsolidatedThe decrease in consolidated net (loss) increased $82.6 millionincome for the three and six months ended MarchJune 31,30, 2026,2026 as compared to the same period in 2025 was primarily due to the previously mentioned losses related to net (loss) (gain) on digital assets and from our derivative instruments, coupled with increases in operating expenses related to general and administrative expenses.assets.
RevenueThe increase in revenue for the three and six months ended MarchJune 31,30, 2026 as compared to the same periods in 2025 was primarily driven from rewards earned on staking our digital asset holdings and to a lesser extent from operating our owned and managed validators.holdings.
GeneralThe decrease in general and administrative expenses for the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025 was primarily drivendue to reduced employee-related costs, which was partially offset by $2.5an millionincrease ofin professional fees and $2.1 million of employee-related costs.fees.
General and administrative expenses increased for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to an increase of $2.9 million in professional fees and a $1.4 million increase in employee-related costs.
Net loss (gain) on digital assets generated duringfor the three months ended MarchJune 31,30, 2026 primarily2026, reflects $26.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $13.4$17.6 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $10.7$10.0 million of impairments driven by our liquid staking tokens.tokens, which was partially offset by $6.0 million of gains due to the appreciation of SOL relative to the U.S. Dollar.
Net loss (gain) on digital assets generated for the six months ended June 30, 2026, reflects $20.8 million of losses due to the decline of SOL relative to the U.S. Dollar, $31.1 million of realized losses resulting from converting a portion of our SOL holdings into liquid staking tokens as well as from selling digital assets and $20.7 million of impairments driven by our liquid staking tokens.
On March 31, 2026, our Board of Directors approved the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which constituted substantially all of the operations of our Real Estate Platform segment. The wind down reflects our strategic decision to reallocate capital and management resources toward our digital asset treasury strategy and related initiatives, focusing on SOL and the Solana ecosystem. We expect that substantiallySubstantially all operations of the Real Estate Platform segment willceased cease byat the end of the second quarter 2026.2026, with the exception of Groundbreaker Tech Inc.
Real estate revenue decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025, primarily due to the disposition of Janover Pro ("JPro"), which represented the majority of our subscription revenue in fiscal 2025 and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses, which was completed at the end of the second quarter 2026.
Real estate revenue decreased $25.0 thousand, or 8.9%, for the three months ended March 31, 2026 compared to the same period in 2025, primarily due to decreased software as a service ("SaaS") subscription revenue, partially offset by an increase in platform fees. SaaS subscription revenue for the quarter ended March 31, 2026 was approximately $105.0 thousand, compared to $215.0 thousand for the same period in the prior year, a decrease of 51.1%. We expect our SaaS subscription revenue to decline in fiscal 2026, after the sale of the Janover Pro ("JPro") business unit in September 2025, which represented the majority of our subscription revenue in fiscal 2025.
General and administrative increased $392.0 thousand, or 71.8%,decreased for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, primarily due to the severancedisposition agreementof with Blake Janover, our former Chief Commercial OfficerJPro, and currentthe Director.wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
General and administrative expenses increased for the six months ended June 30, 2026 compared to the same period in 2025, due to the severance agreement with Blake Janover, our former Chief Commercial Officer and current Director.
Sales and marketing decreased $362.0 thousand, or 77.8%, for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, primarily due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.JPro, and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
Research and development decreased $153.0 thousand, or 90.5%, for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025, due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.JPro and the wind down of the legacy Janover Capital Markets and Janover Insurance businesses.
As of MarchJune 31,30, 2026, our principal sources of liquidity consist of cash and cash equivalents and marketable securities.
Capital Markets
At-The-Market Offering
On May 1, 2026, we entered into a sales agreement, with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and sell from time to time shares of our common stock, par value $0.00001 per share, through an at-the-market offering ("ATM"). In accordance with the sales agreement, we may offer and sell shares of our common stock having an aggregate initial offering price of up to $200.0 million from time to time through R.F. Lafferty, acting as our sales agent or as principal.
During the second quarter 2026, we sold an aggregate of 85,000 shares of our common stock under the ATM and received $230.4 thousand of proceeds net of sales commissions and expenses. As of June 30, 2026 we had $199.8 million of remaining capacity under our ATM offering.
During periods when market conditions are favorable, we expect to utilize the ELOC as an important component of our external liquidity strategy to fund working capital requirements, strategic initiatives and digital asset treasury activities. During the first quarterhalf of fiscal 2026, we received $2.0$1.9 million of net proceeds under the ELOC.
As of MarchJune 31,30, 2026, approximately $930.5 million remained available under the ELOC, subject to the terms and conditions of the agreement.
As of MarchJune 31,30, 2026, our digital asset holdings were $98.6$85.7 million, and had an aggregate fair value of $102.6$97.3 million (using exchange rates as of the balance sheet date), of which $54.6$47.4 million is unencumbered, and may be sold to generate liquidity. Management may from time to time, if necessary, and subject to crypto market conditions, monetize the digital assets we receive from staking activities and validator operations to meet liquidity needs.
Net cash used in operating activities was $9.8$14.1 million for the threesix months ended MarchJune 31,30, 2026, primarily due toreflecting payments for interest on our debt, professional services and employee-related costs.
Net cash provided by investing activities was $16.2$26.6 million for the threesix months ended MarchJune 31,30, 2026, primarily dueconsisting toof proceeds from the sale of digital assets and investments, which was partially offset by purchases of digital assets and investments.
Net cash used in financing activities was $8.6$14.1 million for the threesix months ended MarchJune 31,30, 2026, primarily due toreflecting repurchases of shares of our common stock under our share repurchase program,program and the repurchase of certain July 2030 convertible notes, which was partially offset by proceeds from issuance of our common stock under the ELOC.ELOC and ATM.
•Interest payments on long-term debt: Under the terms of our convertible notes, we are required to make periodic interest payments. The April Notes (as defined in Note 8—Debt) have an interest rate of 2.5%, which accrues daily and is required to be paid quarterly in arrears on March 31, June 30, September 30 and December 31 each year. Our July Notes (as defined in Note 8—Debt) have an interest rate of 5.5%, which is calculated based on a 360-day year and is required to be paid semi-annually in arrears on January 1 and July 1 of each year.
•Digital asset financing arrangements: We entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from 10.0% to 13.0% payable on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 200.0% to 300.0% of the total loan value and must maintain a minimum collateral coverage between 175.0% to 200.0%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150.0% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. In addition, we also entered into a callable open term loan under the previously mentioned master loan agreement, where we borrowed $4.0 million USDCUSD Coin ("USDC"). Repayments of our digital asset financing arrangements is required to be settled in the borrowed digital asset. Our ability to repay the loans and comply with collateral requirements is subject to availability of SOL and USDC in our digital asset treasury and the fluctuations in the price of these assets.
•ELOC commitment fee: WeAs expectof toJune repay30, 2026, we fully satisfied the remaining commitment fee balance of $3.1 million during 2026,fee, which will bewas settled through the issuance of our common stock.
•Promissory note: On May 4, 2026, we entered into a promissory note agreement to provide a $3.0 million USDC unsecured callable loan to Preference Capital (BVI) Ltd. The promissory note bears an annual interest rate of 15%, which is calculated on a 360-day year. Interest is to be paid to us in USDC and capitalized on a quarterly basis due on the last day of the calendar quarter. The borrowed amount is due to us the earlier of the one-year anniversary of the promissory note, default event as described under the agreement or two business days after we demand repayment. The loan was repaid in full during the second quarter 2026. We recognized interest income of $33.8 thousand, included within Investment and other (expense) income, net, during the three and six months ended June 30, 2026.
Our long-term obligations include outstanding principal repayments of our long-term debt and interest payments related to that debt, as well as funding commitments under a revolving credit facility to one of our equity method investee.investees.
•Long-term debt: The outstanding principal balance on our convertible notes have maturity dates of April 6, 2030 and July 1, 2030. As of MarchJune 31,30, 2026, the outstanding principal balances on the April Notes and July Notes were $11.5 million and $122.5$114.6 million, respectively.
•Revolving credit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with one of our equity method investee.investees. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver. On June 25, 2026, we entered into an agreement with the equity method investee to terminate and settle the outstanding principal and accrued interest under the Revolver.
In November 2023, our Board of Directors authorized a share repurchase program that provided for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization. In September 2025, our Board of Directors authorized an increase to the current share repurchase program up to $100.0 million. Under this authorization, an initial $10.0 million threshold has been established, and management must obtain Board approval before making any additional repurchases. Subsequently, on January 8, 2026, the Board of Directors increased the previously mentioned threshold by $15.0 million to $25.0 million. As of MarchJune 31,30, 2026, we had $78.0 million remaining under the authorization.
DFDV insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 5 Form 4 filings (2 insiders, 6 trade dates, 54,509 shares, about $301.6K) and open-market sales in 0 filings. Net open-market shares: 54,509 (purchases minus sales); net value about $301.6K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-25 | White Parker |
Open-market purchase | 538 | $8.90 | $4.8K |
| 2026-09-24 | White Parker |
Open-market purchase | 9,462 | $8.96 | $84.8K |
| 2026-09-22 | Kang Daniel |
Open-market purchase | 3,540 | $8.81 | $31.2K |
| 2026-09-22 | Kang Daniel |
Open-market purchase | 6,900 | $8.84 | $61.0K |
| 2026-09-17 | Han Fei |
Shares withheld for tax | 2,803 | $5.00 | $14.0K |
| 2026-08-21 | White Parker |
Open-market purchase | 5,000 | $3.88 | $19.4K |
| 2026-08-21 | White Parker |
Open-market purchase | 5,069 | $3.93 | $19.9K |
| 2026-08-20 | Kang Daniel |
Open-market purchase | 11,000 | $3.88 | $42.7K |
| 2026-08-17 | Han Fei |
Shares withheld for tax | 2,803 | $3.16 | $8.9K |
| 2026-08-14 | Kang Daniel |
Open-market purchase | 13,000 | $2.91 | $37.8K |
| 2026-07-17 | Han Fei |
Shares withheld for tax | 2,803 | $2.82 | $7.9K |
| 2026-06-17 | Han Fei |
Shares withheld for tax | 2,803 | $3.09 | $8.7K |
| 2026-05-17 | Han Fei |
Shares withheld for tax | 2,802 | $4.78 | $13.4K |
| 2026-04-17 | Han Fei |
Shares withheld for tax | 2,862 | $4.78 | $13.7K |
Well-known investors holding DFDV (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 285,815 | $840.3K | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 188,870 | $555.3K | 0.0% | Reduced 7% |