[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and related disclosures for DeFi Development Corp [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements for DeFi Development Corp, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining the company's accounting policies, revenue recognition, segment reporting, digital asset strategy, debt, equity, and other financial instruments for the periods ended June 30, 2025, and December 31, 2024 [Condensed Consolidated Balance Sheets](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) This section presents the company's financial position, detailing assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (in thousands) | Asset/Liability Category | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | **ASSETS** | | | | Total current assets | $5,578 | $3,275 | | Digital assets, at fair value | $89,239 | $— | | Digital assets, at carrying value, net | $7,891 | $— | | Total assets | $107,230 | $4,376 | | **LIABILITIES** | | | | Total current liabilities | $5,142 | $593 | | Long-term debt | $21,210 | $— | | Total liabilities | $27,617 | $874 | | **STOCKHOLDERS' EQUITY** | | | | Total stockholders' equity | $79,613 | $3,502 | - Total assets significantly increased from **$4,376 thousand** at December 31, 2024, to **$107,230 thousand** at June 30, 2025, primarily driven by the introduction of digital assets (fair value and carrying value) totaling **$97,130 thousand**[15](index=15&type=chunk) - Total liabilities also saw a substantial increase from **$874 thousand** to **$27,617 thousand**, mainly due to new long-term debt (**$21,210 thousand**) and increased current liabilities[15](index=15&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net income or loss Condensed Consolidated Statements of Operations (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Revenue | $1,986 | $441 | $2,273 | $852 | | Operating income (loss) | $17,190 | $(852) | $16,307 | $(1,870) | | Net income (loss) | $15,432 | $(805) | $14,654 | $(1,769) | | Basic Net income (loss) per share | $1.09 | $(0.08) | $1.21 | $(0.18) | | Diluted Net income (loss) per share | $0.84 | $(0.08) | $1.05 | $(0.18) | - Revenue for the three months ended June 30, 2025, increased by **350.3%** to **$1,986 thousand** from **$441 thousand** in the prior year, and for the six months, it increased by **166.7%** to **$2,273 thousand** from **$852 thousand**[16](index=16&type=chunk) - The company reported a significant turnaround from operating losses to operating income, with **$17,190 thousand** for the three months and **$16,307 thousand** for the six months ended June 30, 2025, primarily due to a **$21,194 thousand** gain from changes in fair value of digital assets[16](index=16&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) This section tracks changes in the company's equity over time, reflecting contributions, distributions, and net income Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Item | Balances at Dec 31, 2024 | Balances at June 30, 2025 | | :-------------------------------- | :----------------------- | :------------------------ | | Additional Paid-in Capital | $12,872 | $74,329 | | Accumulated Earnings (Deficit) | $(9,370) | $5,284 | | Total Stockholders' Equity | $3,502 | $79,613 | - Total stockholders' equity increased substantially from **$3,502 thousand** at December 31, 2024, to **$79,613 thousand** at June 30, 2025, driven by significant increases in additional paid-in capital and a shift from accumulated deficit to accumulated earnings[17](index=17&type=chunk) - Key contributors to the increase in equity include issuance of common stock (**$36,015 thousand**), discount on convertible notes (**$11,704 thousand**), conversion of convertible notes (**$9,566 thousand**), and net income (**$15,432 thousand**) during the six months ended June 30, 2025[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section details the company's cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,057) | $(1,827) | | Net cash used in investing activities | $(61,251) | $(13) | | Net cash provided by financing activities | $63,261 | $1 | | Net increase (decrease) in cash and cash equivalents | $(47) | $(1,839) | | Cash and cash equivalents, at end of period | $2,470 | $3,237 | - Net cash used in operating activities slightly increased to **$(2,057) thousand** for the six months ended June 30, 2025, from **$(1,827) thousand** in the prior year[18](index=18&type=chunk) - Net cash used in investing activities dramatically increased to **$(61,251) thousand**, primarily due to the purchase of digital assets, compared to **$(13) thousand** in the prior year[18](index=18&type=chunk) - Net cash provided by financing activities significantly increased to **$63,261 thousand**, mainly from proceeds from convertible notes and common stock issuances, compared to **$1 thousand** in the prior year[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and additional information supporting the condensed consolidated financial statements [NOTE 1—OVERVIEW AND SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%201%E2%80%94OVERVIEW%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note provides an overview of the company's operations and details its significant accounting policies [Overview](index=9&type=section&id=OVERVIEW) This section introduces the company's business model, recent name change, and new digital asset treasury strategy - DeFi Development Corp (formerly Janover Inc.) operates an AI-powered online platform connecting the commercial real estate industry with data, software subscriptions, and value-add services, also generating revenue through a digital asset treasury strategy by staking Solana (SOL) holdings and operating validator nodes[19](index=19&type=chunk) - Effective April 17, 2025, the company changed its name from "Janover Inc." to "DeFi Development Corp" and its ticker symbol to "DFDV" on Nasdaq Capital Market on May 5, 2025[20](index=20&type=chunk) - In April 2025, the Board of Directors approved a new treasury policy to allocate the principal holding in its treasury reserve to digital assets, starting with Solana, and to operate SOL validators to stake assets and earn rewards[21](index=21&type=chunk) - A change of control occurred on April 4, 2025, with the sale of approximately **51.0%** of common stock and all Series A preferred stock for **$4.0 million**, identifying DeFi Dev LLC and NS Corp as the accounting acquirers[22](index=22&type=chunk) [Significant Accounting Policies](index=9&type=section&id=SIGNIFICANT%20ACCOUNTING%20POLICIES) This section details the key accounting principles and methods applied in preparing the financial statements - The company re-evaluated its segment reporting structure in Q2 2025, now operating in two reportable segments: Digital Asset Treasury and Real Estate Platform, a change that had no effect on previously reported results[28](index=28&type=chunk) - Digital assets are accounted for as intangible assets under ASC 350-60, initially recorded at cost and subsequently remeasured at fair value with changes recognized in net income, or as indefinite-lived intangible assets tested for impairment annually[38](index=38&type=chunk)[39](index=39&type=chunk) - The company is exposed to market risk related to digital asset holdings; a hypothetical **10%** change in fair value would impact Income (loss) before income taxes by approximately **$9.7 million** for the six months ended June 30, 2025[53](index=53&type=chunk) [Recently Issued Accounting Pronouncements](index=16&type=section&id=RECENTLY%20ISSUED%20ACCOUNTING%20PRONOUNCEMENTS) This section outlines new accounting standards issued by FASB and their potential impact on the company's financial reporting - The FASB issued ASU 2024-03 (Expense Disaggregation Disclosures) effective for annual periods beginning after December 15, 2026, requiring more detailed disclosure of income statement expenses[54](index=54&type=chunk)[56](index=56&type=chunk) - ASU 2023-09 (Income Taxes—Improvements to Income Tax Disclosures) was issued in December 2023, effective for annual periods beginning after December 15, 2024, enhancing income tax disclosures[57](index=57&type=chunk) - ASU 2023-06 (Disclosure Improvements) was issued in October 2023, amending various disclosure and presentation requirements, with effective dates tied to SEC's removal of related disclosure requirements[58](index=58&type=chunk) [NOTE 2—REVENUE](index=18&type=section&id=NOTE%202%E2%80%94REVENUE) This note details the company's revenue recognition policies and disaggregates revenue by source [Digital Asset Treasury Revenue](index=18&type=section&id=DIGITAL%20ASSET%20TREASURY) This section explains how revenue is generated from staking digital assets and operating validator nodes - Revenue is generated from staking digital asset holdings with third-party validators (net basis) and from operating owned validators on the Solana network (gross basis), recognized at fair value upon receipt of SOL tokens[61](index=61&type=chunk)[62](index=62&type=chunk) [Real Estate Platform Revenue](index=18&type=section&id=REAL%20ESTATE%20PLATFORM) This section describes revenue streams from the real estate platform, including transaction fees and SaaS subscriptions - Platform revenue comes from fees charged to customers utilizing the technology platform to match lenders and borrowers, recognized on a net basis when lending transactions are fully funded and closed[63](index=63&type=chunk)[64](index=64&type=chunk) - SaaS offerings provide data and tools on a subscription basis (1-3 years), with revenue recognized ratably over the contract term on a gross basis[65](index=65&type=chunk) [Disaggregation of Revenue](index=20&type=section&id=DISAGGREGATION%20OF%20REVENUE) This section breaks down total revenue by its primary sources, highlighting contributions from digital assets and real estate Disaggregation of Revenue (in thousands) | Revenue Source | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Digital asset treasury | $1,206 | $— | $1,206 | $— | | Real estate platform | $780 | $441 | $1,067 | $852 | | Total revenue | $1,986 | $441 | $2,273 | $852 | - Digital asset treasury revenue, which was zero in 2024, contributed **$1,206 thousand** for both the three and six months ended June 30, 2025[66](index=66&type=chunk) - Real estate platform revenue increased by **76.9%** to **$780 thousand** for the three months ended June 30, 2025, and by **25.3%** to **$1,067 thousand** for the six months ended June 30, 2025, compared to the prior year periods[66](index=66&type=chunk) [Deferred Revenue](index=20&type=section&id=DEFERRED%20REVENUE) This section provides a breakdown of deferred revenue, showing changes in balances and recognized amounts Deferred Revenue (in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $341 | $83 | | Deferred revenue additions | $1,710 | $138 | | Revenue recognized | $(586) | $(134) | | Ending balance | $1,465 | $87 | - Deferred revenue significantly increased from **$87 thousand** at June 30, 2024, to **$1,465 thousand** at June 30, 2025, primarily due to **$1,710 thousand** in deferred revenue additions[67](index=67&type=chunk) [NOTE 3—NET INCOME (LOSS) PER SHARE](index=20&type=section&id=NOTE%203%E2%80%94NET%20INCOME%20(LOSS)%20PER%20SHARE) This note presents the calculation of basic and diluted net income or loss per share for the reporting periods Net Income (Loss) Per Share (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income (loss), basic | $15,432 | $(805) | $14,654 | $(1,769) | | Net income (loss), diluted | $16,146 | $(805) | $15,366 | $(1,769) | | Weighted-average of common shares outstanding, basic | 14,136 | 9,682 | 12,066 | 9,680 | | Weighted-average of common shares outstanding, diluted | 19,332 | 9,682 | 14,685 | 9,680 | | Basic EPS | $1.09 | $(0.08) | $1.21 | $(0.18) | | Diluted EPS | $0.84 | $(0.08) | $1.05 | $(0.18) | - Basic net income per share for the three months ended June 30, 2025, was **$1.09**, a significant improvement from a loss of **$(0.08)** in the prior year, reflecting the company's return to profitability[69](index=69&type=chunk) - Diluted net income per share for the six months ended June 30, 2025, was **$1.05**, compared to a loss of **$(0.18)** in the prior year, indicating the positive impact of dilutive securities in profitable periods[69](index=69&type=chunk) [NOTE 4—SEGMENTS](index=21&type=section&id=NOTE%204%E2%80%94SEGMENTS) This note provides financial information for the company's two reportable segments: Digital Asset Treasury and Real Estate Platform - The company operates in two reportable segments: Digital Asset Treasury and Real Estate Platform, with the CEO serving as the Chief Operating Decision Maker (CODM) who evaluates performance based on segment operating income (loss)[70](index=70&type=chunk)[71](index=71&type=chunk) Segment Operating Income (Loss) (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Digital Asset Treasury | $17,543 | $— | $17,543 | $— | | Real Estate Platform | $(353) | $(852) | $(1,236) | $(1,870) | - The Digital Asset Treasury segment generated significant operating income of **$17,543 thousand** for both the three and six months ended June 30, 2025, as it was not operational in the prior year[74](index=74&type=chunk) - The Real Estate Platform segment reduced its operating loss by **58.4%** to **$(353) thousand** for the three months ended June 30, 2025, and by **33.9%** to **$(1,236) thousand** for the six months ended June 30, 2025, compared to the prior year periods[74](index=74&type=chunk) [NOTE 5—DIGITAL ASSETS](index=25&type=section&id=NOTE%205%E2%80%94DIGITAL%20ASSETS) This note details the company's digital asset holdings, including fair value and carrying value, and related activities Digital Assets, at Fair Value (in thousands) | Digital Asset | Units | Cost Basis | Fair Value | | :------------ | :---- | :--------- | :--------- | | Solana (SOL) | 573 | $66,964 | $89,239 | | Total | 573 | $66,964 | $89,239 | Digital Assets, at Carrying Value (in thousands) | Digital Asset | Gross Carrying Amount | Accumulated Impairments | Net Carrying Amount | Fair Value | | :------------ | :-------------------- | :---------------------- | :------------------ | :--------- | | DFDV Staked SOL | $7,153 | $(895) | $6,258 | $6,301 | | Other | $1,633 | $— | $1,633 | $1,632 | | Total | $8,786 | $(895) | $7,891 | $7,933 | - The company held **573 thousand** units of Solana (SOL) with a fair value of **$89,239 thousand** as of June 30, 2025, which were not held as of December 31, 2024[78](index=78&type=chunk) - Digital assets at fair value activity for the six months ended June 30, 2025, included **$83,473 thousand** in purchases, **$1,260 thousand** in additions from rewards, **$17,768 thousand** in dispositions, and **$22,274 thousand** in total gains from fair value changes and realized gains[78](index=78&type=chunk) [NOTE 6—ACQUISITIONS](index=25&type=section&id=NOTE%206%E2%80%94ACQUISITIONS) This note describes the acquisition of validator nodes from a related party, including consideration details - On May 1, 2025, the company acquired two validator nodes from Solsync Solutions Partnership, a related party owned by its COO and CIO, for **$3.6 million**, with consideration including **$0.6 million** in cash and **$3.0 million** (**604,884 shares**) in restricted common stock[80](index=80&type=chunk)[81](index=81&type=chunk) [NOTE 7—PROPERTY AND EQUIPMENT, NET](index=27&type=section&id=NOTE%207%E2%80%94PROPERTY%20AND%20EQUIPMENT,%20NET) This note provides a breakdown of property and equipment, net, and explains changes in its carrying value Property and Equipment, Net (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :---------------------- | :------------ | :---------------- | | Computer and hardware | $40 | $38 | | Furniture and fixtures | $11 | $11 | | Gross property and equipment | $51 | $49 | | Less: accumulated depreciation | $(51) | $(8) | | Property and equipment, net | $— | $41 | - Property and equipment, net, decreased from **$41 thousand** at December 31, 2024, to **$0** at June 30, 2025, due to impairment charges of **$50.5 thousand** recorded in the second quarter of 2025[82](index=82&type=chunk) [NOTE 8—GOODWILL AND INTANGIBLES ASSETS](index=27&type=section&id=NOTE%208%E2%80%94GOODWILL%20AND%20INTANGIBLES%20ASSETS) This note details the company's goodwill and intangible assets, including their carrying amounts and changes Goodwill (in thousands) | Item | Amount | | :---------------------- | :----- | | Balance, December 31, 2024 | $607 | | Balance, June 30, 2025 | $607 | Intangible Assets, Net (in thousands) | Category | Useful Lives | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount (June 30, 2025) | Net Carrying Amount (Dec 31, 2024) | | :---------------- | :----------- | :-------------------- | :----------------------- | :---------------------------------- | :--------------------------------- | | Finite-lived: | | | | | | | Validators | 3 years | $3,645 | $(202) | $3,443 | $— | | Developed technology | 3 years | $576 | $(312) | $264 | $360 | | Customer database | 3 years | $3 | $(1) | $2 | $2 | | Indefinite-lived: | | | | | | | Domain name | Indefinite | $16 | $— | $16 | $16 | | Total intangibles, net | | $4,240 | $(515) | $3,725 | $378 | - Goodwill remained constant at **$607 thousand** from December 31, 2024, to June 30, 2025[83](index=83&type=chunk) - Total intangible assets, net, significantly increased from **$378 thousand** to **$3,725 thousand**, primarily due to the acquisition of validators with a net carrying amount of **$3,443 thousand** on May 1, 2025[84](index=84&type=chunk) [NOTE 9—DEBT](index=28&type=section&id=NOTE%209%E2%80%94DEBT) This note outlines the company's debt obligations, including short-term loans and long-term convertible notes Debt Outstanding (in thousands) | Debt Type | Contractual Interest Rate | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------------------ | :------------ | :---------------- | | Short-term debt: | | | | | Loan payable | 7.1% | $427 | $— | | Long-term debt: | | | | | Convertible notes | 2.5% | $28,902 | $— | | Less: unamortized discount | | $(7,692) | $— | | Total long-term debt, net | | $21,210 | $— | | Total debt | | $21,637 | $— | - As of June 30, 2025, the company had **$21,637 thousand** in total debt, including **$427 thousand** in short-term loans payable and **$21,210 thousand** in long-term convertible notes (net of unamortized discount), with no debt outstanding at December 31, 2024[86](index=86&type=chunk) - On April 4, 2025, the company issued convertible notes totaling approximately **$42.0 million**, due April 6, 2030, with a **2.5%** annual interest rate, convertible upon meeting a **$100 million** market capitalization condition[88](index=88&type=chunk) - During Q2 2025, the market capitalization condition was met, setting the conversion price at **$9.74**, and approximately **$13.1 million** of notes were converted to common stock[91](index=91&type=chunk) [NOTE 10—STOCKHOLDERS' EQUITY](index=29&type=section&id=NOTE%2010%E2%80%94STOCKHOLDERS'%20EQUITY) This note details the components of stockholders' equity, including authorized shares, warrants, and equity line of credit - The company is authorized to issue **110.0 million** total shares, comprising **10.0 million** preferred shares (including Series A) and **100.0 million** common shares, each with a par value of **$0.00001**[95](index=95&type=chunk) - In connection with convertible notes, two series of warrants were issued, exercisable immediately for five years, to purchase **2.4 million** shares at **$17.14/share** and **2.0 million** shares at **$21.43/share**, all remaining unexercised as of June 30, 2025[102](index=102&type=chunk) - On May 1, 2025, the company issued pre-funded warrants to purchase up to **1,453,753** common shares at **$0.0014/share**, with **1.3 million** warrants exercised and **135.8 thousand** outstanding as of June 30, 2025[103](index=103&type=chunk) - An Equity Line of Credit (ELOC) agreement was entered into on June 11, 2025, allowing RK Capital to purchase up to **$1.0 billion** of common stock, with a **$12.5 million** commitment fee payable in common stock[105](index=105&type=chunk) [NOTE 11—SHARE-BASED COMPENSATION](index=31&type=section&id=NOTE%2011%E2%80%94SHARE-BASED%20COMPENSATION) This note provides information on share-based compensation expense and unrecognized compensation costs Share-Based Compensation Expense (in thousands) | Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Sales and marketing | $23 | $2 | $34 | $6 | | Research and development | $34 | $3 | $39 | $6 | | General and administrative | $895 | $100 | $933 | $201 | | Total | $952 | $105 | $1,006 | $213 | - Total share-based compensation expense significantly increased to **$952 thousand** for the three months and **$1,006 thousand** for the six months ended June 30, 2025, compared to **$105 thousand** and **$213 thousand** in the prior year periods, respectively[109](index=109&type=chunk) - As of June 30, 2025, unrecognized pretax compensation for stock options was **$1.8 million** (weighted average period of **3.7 years**) and for restricted stock units was **$2.4 million** (weighted average period of **3.8 years**)[111](index=111&type=chunk)[112](index=112&type=chunk) [NOTE 12—INCOME TAXES](index=32&type=section&id=NOTE%2012%E2%80%94INCOME%20TAXES) This note explains the company's effective tax rate, valuation allowances, and the impact of new tax legislation - The effective tax rate for the three and six months ended June 30, 2025, was **7.2%** and **7.6%**, respectively, compared to **0.0%** in the prior year periods, primarily due to windfall from share-based compensation expenses and higher operating income[113](index=113&type=chunk)[115](index=115&type=chunk) - Management released all prior valuation allowances on deferred tax assets during Q2 2025, believing these assets are more likely than not to be realized[115](index=115&type=chunk) - New U.S. tax legislation (OBBBA) signed on July 4, 2025, makes permanent many 2017 tax provisions and introduces corporate tax changes effective 2026, but is not expected to have a material impact on current operations[116](index=116&type=chunk) [NOTE 13—FAIR VALUE MEASUREMENTS](index=33&type=section&id=NOTE%2013%E2%80%94FAIR%20VALUE%20MEASUREMENTS) This note describes the valuation methodologies and inputs used for assets and liabilities measured at fair value Assets and Liabilities Measured at Fair Value on a Recurring Basis (in thousands, June 30, 2025) | Item | Carrying Value | Level 1 | Level 2 | Level 3 | Total Fair Value | | :-------------------------- | :------------- | :------ | :------ | :------ | :--------------- | | **Assets:** | | | | | | | Digital assets, at fair value | $89,239 | $89,239 | $— | $— | $89,239 | | Marketable securities | $595 | $595 | $— | $— | $595 | | Total assets | $89,834 | $89,834 | $— | $— | $89,834 | | **Liabilities:** | | | | | | | Contingent consideration | $115 | $— | $— | $115 | $115 | | Total liabilities | $115 | $— | $— | $115 | $115 | - Digital assets at fair value and marketable securities are measured using Level 1 inputs (unadjusted quoted prices in active markets), totaling **$89,834 thousand** in fair value as of June 30, 2025[117](index=117&type=chunk) - Contingent consideration, valued at **$115 thousand**, is measured using Level 3 inputs (unobservable valuation model inputs), with fair value adjustments of **$(64) thousand** recorded for the six months ended June 30, 2025, due to revised revenue forecasts[117](index=117&type=chunk)[119](index=119&type=chunk)[120](index=120&type=chunk) - Convertible notes and warrants were measured at fair value on a nonrecurring basis using Monte Carlo simulation (Level 2 and 3 inputs) and Black-Scholes Option model (Level 2 inputs), respectively, resulting in a **$7.9 million** discount on notes and **$7.9 million** fair value for warrants[123](index=123&type=chunk)[124](index=124&type=chunk) [NOTE 14—COMMITMENTS AND CONTINGENCIES](index=35&type=section&id=NOTE%2014%E2%80%94COMMITMENTS%20AND%20CONTINGENCIES) This note outlines potential legal proceedings, regulatory investigations, and future minimum lease payment obligations - The company may be subject to legal proceedings and regulatory investigations in the ordinary course of business, with potential losses estimated based on legal counsel opinions and similar cases[126](index=126&type=chunk) Future Annual Minimum Lease Payments (in thousands, as of June 30, 2025) | Year | Amount | | :-------------------------------- | :----- | | 2025 (remainder) | $29 | | 2026 | $15 | | Total minimum lease payments | $44 | | Less: imputed interest | $(1) | | Total lease obligations | $43 | | Less: Current portion | $43 | | Long-term portion of lease obligations | $— | - Lease expense for office space was approximately **$31.0 thousand** for the three months ended June 30, 2025, and **$44.0 thousand** for the six months ended June 30, 2025[128](index=128&type=chunk) [NOTE 15—RELATED PARTY TRANSACTIONS](index=37&type=section&id=NOTE%2015%E2%80%94RELATED%20PARTY%20TRANSACTIONS) This note discloses transactions with related parties, specifically the acquisition of validator nodes - The company acquired two validator nodes from Solsync Solutions Partnership, a related party owned by its Chief Operating Officer, for a total consideration of **$3.6 million**, as detailed in Note 6—Acquisitions[129](index=129&type=chunk) [NOTE 16—SUBSEQUENT EVENTS](index=37&type=section&id=NOTE%2016%E2%80%94SUBSEQUENT%20EVENTS) This note reports significant events occurring after the balance sheet date, including new debt issuances and asset purchases - On July 7, 2025, the company issued **$112.5 million** in **5.5%** convertible senior notes due 2030, with net proceeds of **$108.1 million**, primarily used to repurchase common stock and acquire SOL[131](index=131&type=chunk) - An additional **$10.0 million** in convertible senior notes was issued on July 9, 2025, yielding **$9.7 million** in net proceeds for general corporate purposes, including SOL acquisition[132](index=132&type=chunk) - On July 25, 2025, a master loan agreement was entered into with BitGo Hong Kong Limited, enabling borrowing of digital assets or cash, including a loan for **75,000 Solana** collateralized by treasury assets[133](index=133&type=chunk) - The company issued **2.2 million** shares of common stock for approximately **$47.6 million** under its ELOC agreement and made various purchases of SOL totaling approximately **$101.2 million** after the balance sheet date[135](index=135&type=chunk)[137](index=137&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three and six months ended June 30, 2025, compared to the same periods in 2024, highlighting significant developments, consolidated and segment operating results, liquidity, and capital resources, emphasizing the impact of the new digital asset treasury strategy [The Company](index=39&type=section&id=THE%20COMPANY) This section provides an overview of the company's business model, encompassing its real estate platform and digital asset strategy - DeFi Development Corp operates an AI-powered online platform for commercial real estate, connecting borrowers and lenders, and generates revenue through a digital asset treasury strategy by staking Solana (SOL) and operating validator nodes[139](index=139&type=chunk) [Recent Significant Developments](index=39&type=section&id=RECENT%20SIGNIFICANT%20DEVELOPMENTS) This section highlights key corporate changes, strategic initiatives, and financing activities impacting the company - A change of control occurred on April 4, 2025, with the sale of approximately **51.0%** of common stock and all Series A preferred stock for **$4.0 million**[140](index=140&type=chunk) - The company changed its name to "DeFi Development Corp" and its ticker to "DFDV" in April/May 2025, and adopted a new treasury policy authorizing long-term SOL accumulation[140](index=140&type=chunk) - On May 1, 2025, the company acquired two SOL validator nodes from Solsync Solutions Partnership for **$3.5 million**[140](index=140&type=chunk) - Net proceeds of **$78.5 million** were received through various financing transactions, used for digital asset purchases and working capital[140](index=140&type=chunk) [Selected Consolidated Operating Results](index=40&type=section&id=SELECTED%20CONSOLIDATED%20OPERATING%20RESULTS) This section presents a summary of the company's overall financial performance, including revenue, operating income, and net income Selected Consolidated Operating Results (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | % Change | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | % Change | | :----------------------------------- | :------------------------------- | :------------------------------- | :------- | :------------------------------- | :------------------------------- | :------- | | Revenue | $1,986 | $441 | 350.3% | $2,273 | $852 | 166.7% | | Gain from changes in fair value of digital assets | $21,194 | $— | NM | $21,194 | $— | NM | | Operating expenses | $5,990 | $1,293 | 363.4% | $7,160 | $2,722 | 163.0% | | Operating income (loss) | $17,190 | $(852) | NM | $16,307 | $(1,870) | NM | | Net income (loss) | $15,432 | $(805) | NM | $14,654 | $(1,769) | NM | - Consolidated revenue increased by **350.3%** for the three months and **166.7%** for the six months ended June 30, 2025, primarily due to digital asset revenue from the new treasury strategy[141](index=141&type=chunk)[142](index=142&type=chunk) - The company reported a **$21.2 million** gain from changes in fair value of digital assets for both periods, contributing to a significant shift from operating losses to operating income[141](index=141&type=chunk)[143](index=143&type=chunk) - Net income (loss) improved significantly to **$15,432 thousand** for the three months and **$14,654 thousand** for the six months ended June 30, 2025, compared to losses in the prior year, mainly driven by digital asset gains[141](index=141&type=chunk)[146](index=146&type=chunk) [Segment Operating Results](index=40&type=section&id=SEGMENT%20OPERATING%20RESULTS) This section analyzes the financial performance of the company's distinct operating segments [Digital Asset Treasury](index=40&type=section&id=DIGITAL%20ASSET%20TREASURY) This section details the financial performance of the Digital Asset Treasury segment, including revenue and operating income - The Digital Asset Treasury segment, initiated in Q2 2025, generated **$1,206 thousand** in revenue for both the three and six months ended June 30, 2025, primarily from staking digital asset holdings and operating owned validators[150](index=150&type=chunk)[151](index=151&type=chunk) - Operating expenses for the Treasury segment were **$(16,337) thousand** for both periods, resulting in a segment operating income of **$17,543 thousand**, largely due to a **$21,194 thousand** gain from changes in fair value of digital assets[150](index=150&type=chunk)[153](index=153&type=chunk) - General and administrative expenses for the Treasury segment included **$2.3 million** in employee-related costs and **$1.4 million** in professional fees[152](index=152&type=chunk) [Real Estate](index=42&type=section&id=REAL%20ESTATE) This section reviews the financial performance of the Real Estate segment, focusing on revenue growth and operating loss reduction - The Real Estate segment's revenue increased by **76.9%** to **$780 thousand** for the three months and **25.3%** to **$1,067 thousand** for the six months ended June 30, 2025, driven by increased SaaS subscription revenue[158](index=158&type=chunk)[159](index=159&type=chunk) - SaaS subscription revenue for Q2 2025 was approximately **$502.1 thousand** (up **295% YoY**), with total subscriptions increasing from **46** to **442**, and Annualized Recurring Revenue (ARR) reaching **$2.2 million**, a **631%** increase YoY[159](index=159&type=chunk) - Segment operating loss improved by **58.4%** to **$(353) thousand** for the three months and **33.9%** to **$(1,236) thousand** for the six months ended June 30, 2025, primarily due to a reduction in general and administrative payroll costs[158](index=158&type=chunk)[161](index=161&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's ability to meet its short-term and long-term obligations and its sources of funding Sources of Liquidity (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $2,470 | $2,517 | | Marketable securities | $595 | $340 | | Accounts receivable (current and non-current) | $1,123 | $195 | | ELOC availability | $950,300 | $— | - Principal liquidity sources include cash and cash equivalents (**$2,470 thousand**), marketable securities (**$595 thousand**), accounts receivable (**$1,123 thousand**), and **$950.3 million** available under the Equity Line of Credit (ELOC)[162](index=162&type=chunk)[163](index=163&type=chunk) - Net cash used in operating activities for the six months ended June 30, 2025, was **$2.1 million**, while net cash used in investing activities was **$61.3 million** due to digital asset purchases[165](index=165&type=chunk)[166](index=166&type=chunk) - Net cash provided by financing activities was **$63.3 million**, resulting from equity raises and convertible notes issuance[166](index=166&type=chunk) [Critical Accounting Estimates](index=45&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section identifies key accounting estimates and assumptions that significantly impact the financial statements - The preparation of financial statements requires management to make significant estimates and assumptions, particularly concerning acquisitions, valuation of share-based compensation, contingent consideration, fixed and intangible assets, and valuation allowances[30](index=30&type=chunk)[170](index=170&type=chunk) - There have been no material changes to the company's critical accounting estimates since the 2024 Form 10-K[170](index=170&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to various market risks, including interest rate risk, inflation risk, and digital asset market risk, and discusses their potential impact on financial results [Interest Rate Risk](index=46&type=section&id=INTEREST%20RATE%20RISK) This section assesses the company's exposure to fluctuations in interest rates on its cash and debt instruments - The company's cash and cash equivalents, primarily in money market and demand deposit accounts, carry interest rate risk, though historical fluctuations in interest income have not been significant[172](index=172&type=chunk) - As of June 30, 2025, the company had **$28.9 million** in fixed-rate convertible notes maturing in 2030[172](index=172&type=chunk) [Inflation Risk](index=46&type=section&id=INFLATION%20RISK) This section evaluates the potential impact of inflation on the company's operating costs and financial performance - Inflation primarily affects the company by increasing labor and research and development contract costs, but it has not had a material effect on results of operations during the presented periods[173](index=173&type=chunk) [Digital Asset Market Risk](index=46&type=section&id=DIGITAL%20ASSET%20MARKET%20RISK) This section details the significant risks associated with the volatility, liquidity, and security of digital asset holdings - Digital asset markets are highly volatile, with limited liquidity and trading volumes, exposing the company to significant price fluctuations and potential losses if SOL cannot be sold at favorable prices[174](index=174&type=chunk) - A hypothetical **10%** increase or decrease in the fair value of digital assets would impact Income (loss) before income taxes by approximately **$9.7 million** for the six months ended June 30, 2025[175](index=175&type=chunk) - The company faces risks related to the creditworthiness of digital asset custodians, as digital assets do not have the same protections as cash or securities in regulated institutions[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, identifying material weaknesses in internal control over financial reporting, and outlining management's remediation plans [Evaluation of Disclosure Controls and Procedures](index=46&type=section&id=EVALUATION%20OF%20DISCLOSURE%20CONTROLS%20AND%20PROCEDURES) This section reports on the effectiveness of the company's disclosure controls and procedures - As of June 30, 2025, the company's disclosure controls and procedures were deemed ineffective due to material weaknesses in internal control over financial reporting[176](index=176&type=chunk) [Material Weaknesses in Internal Control Over Financial Reporting](index=46&type=section&id=MATERIAL%20WEAKNESSES%20IN%20INTERNAL%20CONTROL%20OVER%20FINANCIAL%20REPORTING) This section identifies and explains the material weaknesses in the company's internal control over financial reporting - Material weaknesses identified include the lack of a formalized system of internal control over financial reporting, insufficient documented general IT controls (access, segregation of duties, security, change management), and inadequate accounting personnel for proper segregation of duties[177](index=177&type=chunk)[178](index=178&type=chunk) - These weaknesses arose because the company lacked the necessary business processes, personnel, and internal controls required for a public company's accounting and financial reporting[178](index=178&type=chunk) - Management plans to remediate these weaknesses by hiring additional qualified accounting and financial reporting personnel, enhancing accounting processes and risk assessment, and designing/implementing/monitoring respective controls[179](index=179&type=chunk) [Changes in Internal Control Over Financial Reporting](index=48&type=section&id=CHANGES%20IN%20INTERNAL%20CONTROL%20OVER%20FINANCIAL%20REPORTING) This section reports on any changes in internal control over financial reporting during the reporting period - There were no changes in the company's internal control procedures over financial reporting during the fiscal quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[181](index=181&type=chunk) [PART II - OTHER INFORMATION](index=49&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section provides additional non-financial information, including legal proceedings, risk factors, and exhibits [Item 1. Legal Proceedings](index=49&type=section&id=Item%201.%20Legal%20Proceedings) This section states that there are no legal proceedings to report for the period - The company has no legal proceedings to report[183](index=183&type=chunk) [Item 1A. Risk Factors](index=49&type=section&id=Item%201A.%20Risk%20Factors) This section details various risks and uncertainties that could adversely affect the company's business, financial condition, and stock price, with a significant focus on risks associated with its digital asset treasury strategy, including market volatility, regulatory developments, liquidity, security breaches, and technical challenges specific to the Solana network - The company's financial results and stock price are significantly affected by the volatile prices of digital assets, particularly SOL, and any decrease in fair value below carrying value could result in material losses[185](index=185&type=chunk)[186](index=186&type=chunk) - Digital asset holdings are less liquid than cash and cash equivalents, and the company is exposed to credit risk from custodians, with no FDIC or SIPC-like protections[190](index=190&type=chunk) - Regulatory developments related to crypto assets, including potential reclassification of SOL as a security, could adversely impact the business, market price of SOL, and potentially classify the company as an 'investment company' under the 1940 Act[193](index=193&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk) - The company faces risks of security breaches or cyberattacks on its digital assets, which could lead to partial or total loss of assets, harm to reputation, and significant regulatory scrutiny[205](index=205&type=chunk)[208](index=208&type=chunk) - SOL faces unique technical, governance, and concentration risks, including network outages, untested consensus mechanisms, and a small number of validators, which could affect its long-term viability and value[210](index=210&type=chunk)[211](index=211&type=chunk) - The Solana validator reward yield is expected to decline over time, potentially impacting financial results, and the SOL treasury strategy is dependent on the SOL Foundation and core development team[213](index=213&type=chunk)[214](index=214&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report for the period - There were no unregistered sales of equity securities and use of proceeds to report[217](index=217&type=chunk) [Item 3. Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities to report - There were no defaults upon senior securities[218](index=218&type=chunk) [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[218](index=218&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report for the period - There is no other information to report[219](index=219&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, debt instruments, equity agreements, employment agreements, and certifications - Exhibits include Amended and Restated Certificate of Incorporation, Bylaws, Convertible Note forms, Warrant forms, Indenture for Convertible Senior Notes, Equity Incentive Plan, Securities Purchase Agreements, Employment Agreements, and various certifications[220](index=220&type=chunk)[221](index=221&type=chunk) [Signatures](index=61&type=section&id=Signatures) This section contains the required signatures of the registrant's authorized officers, confirming the filing of the report - The report is signed by Joseph Onorati, Chief Executive Officer, President and Chairman of the Board of Directors, and Fei (John) Han, Chief Financial Officer, on August 14, 2025[223](index=223&type=chunk)

[Introduction and Company Overview](index=1&type=section&id=Introduction%20and%20Company%20Overview) DeFi Development Corp. (DFDV) released its Q2 2025 Shareholder Letter, detailing its Solana-based treasury strategy and operations in validator infrastructure, DeFi, and an AI-powered commercial real estate platform - The company's core treasury strategy is to accumulate and compound **Solana (SOL)**[2](index=2&type=chunk)[5](index=5&type=chunk) - The business model includes holding and staking SOL, operating its own validator infrastructure to generate rewards, and participating in decentralized finance (DeFi) opportunities[5](index=5&type=chunk) - Alongside its crypto treasury, the company operates an AI-powered online platform for the commercial real estate industry, serving over **one million web users annually**[6](index=6&type=chunk)[7](index=7&type=chunk) [Letter to Shareholders & Core Strategy](index=3&type=section&id=Letter%20to%20Shareholders%20%26%20Core%20Strategy) CEO Joseph Onorati emphasizes the primary objective of rapidly growing Solana Per Share (SPS) by deeply integrating with the onchain economy to bridge DeFi and Traditional Finance (TradFi) - The company's primary and guiding objective is to grow **SOL Per Share (SPS)** as fast as possible[10](index=10&type=chunk) - As of the letter, SPS is **0.0619**, an increase of over **47%** from the end of June, driven by a **$165 million** capital raise in July which increased SPS by **34% month-over-month**[11](index=11&type=chunk) - The company aims to differentiate itself from simple crypto accumulation models by deeply integrating with the onchain economy and acting as a bridge between DeFi and Traditional Finance (TradFi)[13](index=13&type=chunk) - Long-term SPS targets are set at **0.165 by June 2026** and **1.0 SPS by the end of 2028**[15](index=15&type=chunk) [Strategic Initiatives](index=4&type=section&id=Strategic%20Initiatives) The company is pursuing two key strategic initiatives: building a bridge between onchain DeFi and TradFi, and expanding its SOL accumulation strategy globally through a franchising model [Building the Onchain to TradFi Bridge](index=4&type=section&id=Building%20the%20Onchain%20to%20TradFi%20Bridge) DeFi Dev Corp. deepened its Solana DeFi integration in Q2 through the adoption of dfdvSOL, a liquid staking token exceeding $20 million in market cap, and the launch of DFDVx, its tokenized equity, on Kraken - Adopted dfdvSOL, a liquid staking token (LST) built by Sanctum, which has crossed **$20 million in market cap** and is integrated across multiple DeFi platforms like Kamino, Drift, and Orca[19](index=19&type=chunk) - Launched DFDVx, its tokenized equity, on Kraken, becoming the first US-listed crypto treasury company to trade onchain, enabling **24/7 trading** and composability with DeFi infrastructure[20](index=20&type=chunk) [Taking DFDV Global](index=4&type=section&id=Taking%20DFDV%20Global) The company launched the DFDV Treasury Accelerator (DTA), a global franchising model designed to partner with regional operators to replicate DFDV's SOL accumulation strategy, with DFDV taking an equity stake - Launched a global franchising model in July, the DFDV Treasury Accelerator (DTA), to extend its SOL treasury strategy globally[22](index=22&type=chunk) - The model involves partnering with regional operators to launch localized public vehicles that mirror DFDV's core strategy, with DFDV providing brand, technology, and operational support[24](index=24&type=chunk) - The company is currently in advanced diligence with potential partners in **five separate regions** for proposed transactions where DFDV would receive a meaningful equity stake with minimal capital commitment[25](index=25&type=chunk) [Financial & Operational Performance](index=5&type=section&id=Financial%20%26%20Operational%20Performance) The company reported a significant increase in Q2 2025 revenue to $1.986 million and a net income of $15.432 million, driven by unrealized gains on digital assets, while introducing Annualized Organic Yield (AOY) at 10% for validator operations [Q2 2025 Financial Highlights](index=5&type=section&id=Q2%202025%20Financial%20Highlights) | (In Thousands, Except Per Share Data) | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | Total Revenue | $1,986 | $441 | 350% | | (Gain) Loss From Changes in Fair Value of Digital Assets | -$21,194 | - | - | | Total Operating Expenses (excluding gain from changes in FV) | $5,990 | $1,293 | 363% | | Net Income (Loss) | $15,432 | -$805 | NM | | EPS (Diluted) | $0.84 | -$0.08 | NM | [Staking & Validator Performance (Annualized Organic Yield)](index=5&type=section&id=Staking%20%26%20Validator%20Performance%20%28Annualized%20Organic%20Yield%29) The company introduced Annualized Organic Yield (AOY) as a new performance indicator, encompassing revenue from its staked SOL treasury, third-party delegated stake, and onchain activities[30](index=30&type=chunk) - The estimated AOY in Q2 2025 was approximately **10%**[31](index=31&type=chunk) - This yield implies about **$63,000 per day** in SOL-denominated revenue, based on a **1.3 million SOL balance** and a **SOL/USD price of $176**[31](index=31&type=chunk)[32](index=32&type=chunk) [Treasury Strategy & Key Performance Indicators (KPIs)](index=6&type=section&id=Treasury%20Strategy%20%26%20Key%20Performance%20Indicators%20%28KPIs%29) The company tracks its performance through core KPIs, including Solana Per Share (SPS) which grew 47% to 0.0619, a fully diluted multiple to Net Asset Value (mNAV) of 1.4x, and a managed Debt/Equity ratio of 48% [Solana Per Share (SPS) Growth](index=6&type=section&id=Solana%20Per%20Share%20%28SPS%29%20Growth) - Total SOL holdings reached **1,301,653** as of August 11, 2025[33](index=33&type=chunk) SPS Growth | Date | Basic SPS | Fully Diluted SPS | | :--- | :--- | :--- | | June 30, 2025 | 0.0421 | 0.025 | | August 12, 2025 | 0.0619 | 0.0443 | | **% change** | **47%** | **77%** | [Multiple to Net Asset Value (mNAV)](index=6&type=section&id=Multiple%20to%20Net%20Asset%20Value%20%28mNAV%29) mNAV as of August 11, 2025 | Calculation Method | Adj. NAV/Share | NAV multiple | | :--- | :--- | :--- | | (0) Equity-to-SOL | $10.91 | 1.4x | | (1) Debt-is-Debt | $3.94 | 3.8x | | (2) If-Converted ITM Convertibles | $9.08 | 1.7x | | (3) If-Converted All Convertibles, All Warrants Exercised | $10.45 | 1.4x | - The 'Days to Flip mNAV' (DTF), which measures the time to close the premium gap based on SPS growth, was **37** as of August 12, 2025[36](index=36&type=chunk) [Leverage](index=8&type=section&id=Leverage) Leverage Ratios | Metric | Ratio | | :--- | :--- | | Debt/Equity | 48% | | Debt/Assets | 61% | | Debt/SOL | 61% | [Capital Management & Shareholder Communication](index=7&type=section&id=Capital%20Management%20%26%20Shareholder%20Communication) The company successfully raised $122.5 million in convertible debt and $48 million through its Equity Line of Credit, while enhancing shareholder transparency through media appearances and new investor tools [Capital Raises](index=7&type=section&id=Capital%20Raises) - Closed a **$122.5 million** convertible debt raise led by Cantor Fitzgerald in July, with an initial conversion price of approximately **$23.11 per share**[41](index=41&type=chunk) - Raised approximately **$48 million** in net proceeds through its Equity Line of Credit (ELOC), with about **$4.95 billion** in remaining capacity from the **$5 billion** facility[42](index=42&type=chunk) [Marketing & Transparency](index=7&type=section&id=Marketing%20%26%20Transparency) - Management was featured across institutional and crypto-native media platforms, including CNBC, Nasdaq TradeTalks, and CoinDesk[38](index=38&type=chunk)[43](index=43&type=chunk) - New shareholder tools were launched to enhance transparency, including: * A historical chart of mNAV (multiple to Net Asset Value) * A running history of Solana Per Share (SPS) * An interactive SPS Calculator for scenario analysis[38](index=38&type=chunk)[43](index=43&type=chunk) [Guidance and Outlook](index=8&type=section&id=Guidance%20and%20Outlook) DeFi Dev Corp. maintains its SPS guidance of 0.165 by June 2026 and 1.000 by December 2028, focusing on aggressive SPS growth, increasing SOL holdings, and building recurring revenue from staking and validator operations in H2 2025 - The company is maintaining its guidance of **0.165 SPS by June 2026** and **1.000 SPS by December 2028**[46](index=46&type=chunk) - The June 2026 guidance represents **167% growth** from the current SPS and assumes average monthly capital raises of **$50 million**, excluding potential upside from the global franchising model[46](index=46&type=chunk) - The focus for the second half of 2025 is to aggressively drive SPS growth and increase the absolute amount of SOL on the balance sheet, while also growing staking and validator revenue[48](index=48&type=chunk) [Appendix: Key Performance Indicator Definitions](index=11&type=section&id=Appendix%3A%20Key%20Performance%20Indicator%20Definitions) This section provides detailed definitions and calculation methodologies for the company's key performance indicators (KPIs), including Annualized Organic Yield (AOY), Average Stake, and the four different views of multiple to Net Asset Value (mNAV) - Annualized Organic Yield (AOY) is defined as (Digital Asset Treasury Revenue / Average Stake) × 4[52](index=52&type=chunk) - Average Stake is the arithmetic average of daily SOL staked to the company's validators during a reporting period[55](index=55&type=chunk) - mNAV (multiple to Net Asset Value) is defined as Market Capitalization / Net Asset Value, and the company presents it in four different views to account for debt and dilution from convertibles and warrants[56](index=56&type=chunk)[59](index=59&type=chunk) [Forward-Looking Statements](index=12&type=section&id=Forward-Looking%20Statements) This section contains standard legal disclaimers, cautioning investors that forward-looking statements about future plans and financial performance are subject to inherent risks and uncertainties, and actual results may differ materially - The report contains forward-looking statements that are based on current beliefs and expectations and are subject to inherent uncertainties, risks, and changes[60](index=60&type=chunk) - Key risk factors that could cause actual results to differ include fluctuations in the market price of SOL, stock price volatility, regulatory changes, and the ability to access capital[60](index=60&type=chunk)

Revenue Growth - As of March 31, 2025, the annual recurring revenue (ARR) reached approximately $1.4 million, a 379% increase from approximately $287,000 as of March 31, 2024[126]. - Subscription revenue increased to approximately $191,000 in Q1 2025 from approximately $73,000 in Q1 2024, representing a growth of 161%[162]. - Revenue for Q1 2025 was approximately $287,000, a decrease of $124,000 or 30% compared to Q1 2024 revenue of approximately $411,000[161]. - Subscription revenue is derived from various SaaS platforms, including Janover Pro, Janover Connect, and Janover Insurance, with revenue recognized over the term of customer contracts[181]. Financial Performance - Total operating expenses for Q1 2025 were approximately $1.17 million, down $259,000 or 18% from approximately $1.43 million in Q1 2024[161]. - Net loss for Q1 2025 was approximately $778,000, a reduction of $186,000 or 19% compared to a net loss of approximately $964,000 in Q1 2024[161]. - Cash used in operating activities decreased to approximately $786,000 in Q1 2025 from approximately $1.1 million in Q1 2024, a reduction of $360,000[174]. - General and administrative expenses decreased by approximately $215,000 or 28% to approximately $544,000 in Q1 2025 from approximately $759,000 in Q1 2024[167]. - Sales and marketing expenses increased by approximately $49,000 or 12% to approximately $465,000 in Q1 2025, primarily due to increased online advertising costs[165]. Capital and Investment - The company has purchased approximately $103 million in Solana (SOL), including staking rewards, as part of its treasury strategy[133]. - The company aims to generate incremental revenue through staking SOL rewards and validator-based monetization[124]. - The company has invested approximately $103 million in SOL, including staking rewards, as part of its capital allocation strategy[157]. - The company entered into a securities purchase agreement for gross proceeds of approximately $24.0 million, issuing 315,838 shares of common stock at $46.00 per share[158]. - The company acquired Solsync Solutions Partnership, a SOL validator business, for $3.5 million, integrating its staking rewards into the company's revenue streams[159]. Treasury and Compliance - The company adopted a new treasury policy to allocate its treasury reserve primarily to digital assets, starting with SOL[146]. - The company regained compliance with Nasdaq's minimum closing bid price requirement, maintaining a minimum closing bid price of $1.00 per share for at least 10 consecutive trading days[140]. - A change in control occurred when DeFi Dev LLC and NS Corp purchased approximately 51.0% of the company's common stock for $4 million[141][142]. - The company issued approximately $42.0 million in convertible notes, which are convertible into common stock at a price of $68.19 per share[147][149]. Future Outlook - The company plans to focus on expanding net revenue retention (NRR) and average contract values (ACV) to enhance revenue predictability[134]. - The company plans to continue investing in research and development, sales and marketing, and general and administrative expenses to drive growth[172]. - The Company expects to continue generating operating losses as it focuses on revenue growth, but anticipates a decline in these losses as subscription software revenue increases[176]. Miscellaneous - The company serves hundreds of thousands of web users annually, applying for billions of dollars in debt financing, including over 10% of banks in America[118]. - The average fee earned per transaction is approximately 1% of the loan amount, generally earned at the time of closing[121]. - The Company recorded an impairment of approximately $83,000 related to the Groundbreaker brand during the fourth quarter of fiscal 2024, which has since been rebranded to Janover Connect[183]. - The Company does not believe inflation has materially affected its results of operations during the periods presented[189]. - The Company has not had any off-balance sheet arrangements during the periods presented[185]. - The Company’s revenue recognition follows ASC 606, ensuring that revenue is recognized when control of goods or services is transferred to customers[178]. - The Company’s cash consists of readily available checking accounts and short-term money market fund investments, with historical fluctuations in interest income being insignificant[188].

Core Viewpoint - DeFi Development Corp. has successfully closed a private investment in public equity (PIPE) financing, raising approximately $24 million for general corporate purposes, including investment in Solana (SOL) [1][2]. Group 1: Financing Details - The company sold 315,838 shares of common stock at a price of $46.00 per share and pre-funded warrants for an aggregate of 207,679 shares at $45.99 per underlying share [2]. - The gross proceeds from the PIPE financing amounted to around $24 million before fees and expenses [1]. Group 2: Use of Proceeds - The net proceeds from the PIPE financing are intended for general corporate purposes, specifically to continue accumulating Solana (SOL) [2][5]. Group 3: Securities Information - The securities were sold in a private placement under Section 4(a)(2) of the Securities Act of 1933 and are not registered under the Act, meaning they cannot be resold without registration or an exemption [3]. - A registration rights agreement has been established, obligating the company to file a registration statement with the SEC for the resale of the common stock [3]. Group 4: Company Overview - DeFi Development Corp. has adopted a treasury policy focusing on Solana (SOL) as its principal holding, aiming to provide investors with exposure to the Solana ecosystem [5].

Core Viewpoint - DeFi Development Corp. has announced a strategic acquisition of a Solana validator business, enhancing its role within the Solana network and enabling direct earnings from SOL rewards [1][2]. Group 1: Acquisition Details - The acquisition involves a Solana validator business with an average delegated stake of approximately 500,000 SOL, valued at about $75.5 million [1]. - The purchase price is set at $3.5 million, consisting of $3 million in restricted DFDV stock and $500,000 in cash [1]. - Post-acquisition, the validator operation will be rebranded to DeFi Development Corp., integrating its staking rewards into the company's revenue streams [1]. Group 2: Strategic Implications - This acquisition is seen as a key strategic expansion, allowing the company to earn SOL rewards by validating transactions and securing the network [2]. - The company aims to accumulate SOL effectively to deliver superior risk-adjusted returns compared to holding SOL directly [2]. - DeFi Development Corp. currently holds approximately 317,273 SOL, valued at around $47.9 million, positioning itself as a unique public-market vehicle for Solana's native token [2]. Group 3: Treasury Policy - The company has adopted a treasury policy that allocates its principal holding in treasury reserves to Solana (SOL), providing investors access to the Solana ecosystem [3]. - This policy is expected to offer economic exposure to SOL investment for investors [3].

Group 1 - DeFi Development Corp. will begin trading under the new ticker symbol "DFDV" on the Nasdaq Capital Market effective May 5, 2025, reflecting a corporate name change and a strategic shift towards a crypto-forward treasury model anchored in Solana (SOL) [1][2] - The company's treasury policy will allocate its principal holding in the treasury reserve to Solana (SOL), providing investors access to the Solana ecosystem and economic exposure to SOL investment [3] Group 2 - The company serves over one million web users annually, including multifamily and commercial property owners, developers, and various lenders, applying for billions of dollars in debt financing each year [5] - The data and software offerings are primarily provided on a subscription basis as software as a service (SaaS) [5]

Core Viewpoint - DeFi Development Corp. has announced a private investment in public equity (PIPE) financing expected to generate approximately $24 million in gross proceeds, aimed at enhancing its treasury policy focused on Solana (SOL) accumulation [1][2][4] Group 1: Financing Details - The company is selling around 310,000 shares of common stock and pre-funded warrants for approximately 215,000 shares at a price of $46.00 per share [2] - Net proceeds from this financing will be allocated for general corporate purposes, particularly for the continued accumulation of Solana (SOL) [2] Group 2: Corporate Governance - The controlling stockholders have provided written consent for the issuance of shares related to the pre-funded warrants, complying with Nasdaq listing rules [3] - An information statement will be issued to stockholders detailing the corporate action, in accordance with Section 14(c) of the Securities Exchange Act of 1934 [3] Group 3: Strategic Objectives - The CEO stated that this financing is a significant step towards building a transparent, crypto-native treasury vehicle in public markets, allowing for rapid scaling of the company's SOL position [4] - As of the announcement, the company holds approximately 317,273 SOL valued at around $46.2 million, including staking rewards, and is committed to long-term holding and active staking of its SOL [4][7] Group 4: Regulatory Compliance - The securities are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and have not been registered, limiting resale options [5] - A registration rights agreement has been established, obligating the company to file a registration statement with the SEC for the resale of common stock shares [5]

Core Viewpoint - DeFi Development Corporation has strategically acquired approximately 65,305 Solana (SOL) tokens, increasing its total holdings to about 317,273 SOL, valued at $48.2 million, which includes staking rewards [1][8]. Group 1: Acquisition Details - The recent purchase includes locked SOL sourced via BitGo's OTC desk, allowing the company to acquire tokens below market prices while aligning with the Solana ecosystem [1][3]. - Locked SOL refers to tokens under contractual restrictions that cannot be transferred on-chain until their unlock period expires, but can be traded over-the-counter [2]. Group 2: Treasury Policy - The company has adopted a treasury policy that allocates its principal holding in treasury reserves to Solana (SOL), providing investors access to the Solana ecosystem [4]. - The treasury policy aims to offer economic exposure to SOL investment for investors [4]. Group 3: Financial Metrics - Total SOL held by the company is 317,273, valued at approximately $48.2 million [8]. - The total shares outstanding are approximately 1.5 million, resulting in a SOL per share (SPS) of 0.22, valued at $32.88 per share, with a 40% growth in SPS compared to the last purchase [8].

Core Viewpoint - DeFi Development Corporation has appointed Fei "John" Han as Chief Financial Officer and Dan Kang as Head of Investor Relations, emphasizing its commitment to enhancing its financial and investor relations capabilities as it implements a crypto-focused treasury strategy [1][2][3]. Group 1: Leadership Appointments - Fei "John" Han brings over 15 years of experience in traditional finance and crypto, having held leadership roles at notable institutions such as Provable and Binance [2]. - Dan Kang, with more than a decade of experience in strategy and capital markets, previously served as Head of Strategy at Kraken [3]. - Former CFO Bruce Rosenbloom will continue with the company as EVP of Finance, leveraging his 25 years of public market experience during the transition [4][5]. Group 2: Company Strategy and Expertise - The new appointments reflect the company's strong expertise in both digital assets and public markets, enhancing its position as a trusted player in the crypto space [6]. - The company has adopted a treasury policy that allocates its principal holding to Solana (SOL), aiming to provide investors with exposure to the Solana ecosystem [7].

Core Insights - DeFi Development Corporation will host a live Twitter Spaces event titled "Scaling Solana: Builders, Backers, & Believers" on April 24, 2025, focusing on Solana's growth and capital markets trajectory [1] - The event will feature prominent figures from the Solana ecosystem, discussing infrastructure and institutional adoption [8] Company Overview - DeFi Development Corporation has adopted a treasury policy that allocates its principal holding in treasury reserves to Solana (SOL), aiming to provide investors with access to the Solana ecosystem [4] - The company's treasury policy is designed to offer economic exposure to SOL investments [4] Event Details - The Twitter Spaces conversation will include insights from industry veterans and key stakeholders in the Solana ecosystem [8] - Featured speakers include executives from DeFi Development Corporation, the Solana Foundation, Kraken, Pantera Capital, and Arrington Capital [8]