DeFi Development Corp. filed a Current Report on Form 8-K on September 11, 2026, announcing the execution of a sales agreement with R.F. Lafferty & Co., Inc. The agreement allows the company to offer and sell up to 30,000,000 shares of its Variable Rate Series C Perpetual Preferred Stock, which trades on Nasdaq under the ticker symbol CHAD. The offering is being made pursuant to a Registration Statement on Form S-3 (Registration No. 333-295142) that became effective on April 27, 2026.
The sales agreement permits the company to sell the shares through the agent using methods deemed to be "at the market offerings" under Rule 415 of the Securities Act. The company is not obligated to sell any of the shares and may suspend offers or terminate the agreement at any time. Similarly, the agent is not required to sell any specific number of shares and may decline placement notices or suspend sales based on market conditions.
Under the terms of the agreement, the company will pay the agent a cash commission of up to 0.75% of the gross proceeds from the sale of the shares. The company intends to use the net proceeds from the sale of the shares for general corporate purposes, including working capital, the acquisition of Solana (SOL) digital assets, and strategic initiatives.
In a separate amendment filed on September 8, 2026, the company filed a Certificate of Amendment to increase the authorized shares of its Variable Rate Series C Perpetual Preferred Stock from 2,220,000 to 32,200,000 shares. The filing also includes a legal opinion from Brownstein Hyatt Farber Schreck, LLP regarding the validity of the securities under Nevada law.
