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8-KAccepted Sep 11, 5:27 PM ET

DeFi Development Corp. Files ATM Sales Agreement to Offer 30M CHAD Preferred

DFDVDeFi Development Corp.

Accepted (ET)

5:27 PM

Sep 11, 2026

Filed

Sep 11, 2026

Documents

19

Size

1.3 MB

Summary

DeFi Development Corp. Files ATM Sales Agreement to Offer 30M CHAD Preferred

Updated

What Happened

  • DeFi Development Corp. announced on September 11, 2026 that it entered into a sales agreement with R.F. Lafferty & Co., Inc. to offer and sell up to 30,000,000 shares of its Variable Rate Series C Perpetual Preferred Stock (“CHAD Stock”) through an “at the market” (ATM) program. The shares will be issued under the company’s Form S-3 registration statement (No. 333-295142), declared effective April 27, 2026; a prospectus supplement was filed on September 11, 2026.
  • Separately, on September 8, 2026 the company amended its Certificate of Designation to increase authorized CHAD Stock from 2,220,000 to 32,200,000 shares. A Nevada legal opinion on the validity of the shares was also filed.

Key Details

  • Offering size: up to 30,000,000 CHAD shares available for sale under the ATM agreement.
  • Authorized shares increased: CHAD authorization raised from 2,220,000 to 32,200,000 on Sept 8, 2026.
  • Agent and fees: R.F. Lafferty & Co., Inc. will act as agent or principal; company will pay up to 0.75% commission on gross proceeds and reimburse certain expenses.
  • Terms: Company has no obligation to sell shares; sales may be suspended or terminated by either party (10 days’ notice generally); sales will be “at the market” per Rule 415.

Why It Matters

  • The ATM gives DeFi Development flexible access to capital over time without a single large offering, which can help fund working capital, strategic initiatives and acquisition of Solana (SOL) assets as stated by the company.
  • Issuing CHAD preferred shares could dilute existing equity and change the company’s capital structure if shares are sold; investors should monitor any actual sales, timing, and amounts sold under the program and related disclosures for potential impact on share value and ownership.

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