8-KAccepted Sep 8, 10:01 AM ET
DeFi Development Corp. Announces CHAD Series C Preferred Stock Offering
Accepted (ET)
10:01 AM
Sep 8, 2026
Filed
Sep 8, 2026
Documents
17
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617.3 KB
Summary
DeFi Development Corp. Announces CHAD Series C Preferred Stock Offering
What Happened
- DeFi Development Corp. (DFDV) entered an underwriting agreement with R.F. Lafferty & Co., Inc. and completed an underwritten offering of 1,375,000 shares of its Variable Rate Series C Perpetual Preferred Stock (“CHAD Stock”) at $8.00 per share, with a 30‑day option for the underwriter to buy an additional 206,250 shares. The Company filed a Certificate of Designation with the Nevada Secretary of State effective September 3, 2026, which establishes the CHAD Stock terms. Pricing was announced September 4, 2026 and the offering closed September 8, 2026.
Key Details
- Shares and price: 1,375,000 CHAD shares sold at $8.00 per share; underwriter option for 206,250 additional shares.
- Dividend terms: initial monthly regular dividend rate annualized at 13.00% on a stated amount of $10.00 per share; dividends payable monthly (first payment due Oct 1, 2026; record date Sept 30, 2026).
- Dividend protections and penalties: unpaid regular dividends may compound monthly; compounded rate starts at 13.00% + 0.25% and increases by 0.25% per month up to a 20% per annum cap.
- Reserve and liquidation: company funded a dividend reserve equal to the first 12 months of dividends (deposited $1.30 per share into a separate account). Liquidation preference initially $10.00 per share (adjusted daily to the greater of stated amount, prior day’s last sale price, or 10‑day average).
- Redemption and repurchase: company may redeem (e.g., for $11.00 per share after listing) and may be required to repurchase on certain “Fundamental Change” events; CHAD Stock ranks senior to common stock for dividends and liquidation but is junior to company debt.
Why It Matters
- Capital and cost: this offering raises capital for the company but comes with a high dividend obligation (initially 13% annualized), which is effectively a significant cost of capital and may affect future cash available for operations or growth.
- Priority and dilution: CHAD Stock holders have priority over common shareholders for dividends and liquidation, which changes the company’s capital structure and is dilutive in economic priority (though not common shares voting dilution unless specified).
- Investor protections and risks: the Certificate of Designation includes mechanisms (compounding dividends, board-election rights after extended nonpayment) that protect preferred holders but could increase cash outflows or alter governance if dividends are not paid. Retail investors should note the stock is subordinate to debt and that redemption and price-adjustment features may affect valuation and potential returns.