DFDVDeFi Development
DeFi Development Corp. ("we," "our," "DeFi Dev," "us," or the "Company") is a publicly traded company focused on building and managing a digital asset treasury strategy centered on the Solana blockchain ecosystem. 10-K, Item 1
- Headquarters
- Boca Raton, FL
- CEO
- Joseph Mario Onorati
- Next results
- around Mar 29, 2027
68 paragraphs in Risk Factors of the 10-K filed Mar 30, 2026 with nothing like them in the 10-K filed Mar 27, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Crypto companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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.
Similar paragraph at 15 of 31 other Crypto companies: ABTC, BKKT, CLSK, CRCL, DJT, FIGR, GEMI, GLXY and 7 moreOur 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:
•the Solana developer community and whether people continue to engage in building;
•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;
Similar paragraph at 1 of 31 other Crypto companies: MSTR•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.
Similar paragraph at 1 of 31 other Crypto companies: SUIGOur 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.
Similar paragraph at 1 of 31 other Crypto companies: ABTCOur 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.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, HYPD, MSTR, NAKA, SBET and 4 moreHistorically, 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
Similar paragraph at 10 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, HYPD, LITS, SBET, SUIG and 2 morecustomer 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.
Similar paragraph at 1 of 31 other Crypto companies: HYPDAdditionally, 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.
Similar paragraph at 10 of 31 other Crypto companies: ASST, DJT, FWDI, HYPD, LITS, MSTR, SBET, SUIG and 2 moreRead in the 10-K ↗
As SOL and other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to digital assets is unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and regulations in a manner that adversely affects the price of digital assets. The U.S. federal government, states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially impact the price of digital assets or the ability of individuals or institutions such as us to own or transfer digital assets.
Similar paragraph at 13 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, HYPD, LITS, MSTR, NAKA and 5 moreThere are currently bills introduced into the U.S. Congress that, if they pass, may provide clarity on the market structure of whether digital assets are securities or commodities. If digital assets or related activities, such as staking arrangements, are determined to constitute investment contracts, and therefore securities, for purposes of the federal securities laws, the additional regulatory restrictions imposed by such a determination could adversely affect the market price of digital assets and, in turn, adversely affect the market price of our Common Stock.
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.
Our SOL treasury strategy could create complications with external service providers that may place a high risk on companies engaging in such a treasury strategy. For example, in 2023, the Office of the Comptroller of the Currency, the Federal Reserve and the FDIC issued supervisory statements that digital assets were a “significant risk” to banking organizations. Similarly, external service providers began placing a high degree of risk on digital asset companies, including third-party providers such as insurance companies, banking entities, auditors, payment processors, compliance vendors and public relationship firms.
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. For example, with respect to insurance companies, the cost of our insurance may also increase or our insurers may refuse to underwrite policies or exclude digital asset liabilities from coverage. In the event that we are unable to obtain directors and officers liability insurance on acceptable terms, our directors and officers may be exposed to personal liability in connection with securities class actions, regulatory investigations and other legal proceedings. This could also deter us from retaining key employees or may prevent us from hiring talent. If we were to lose our banking services, it would severely disrupt our ability to maintain liquidity, process payroll, pay vendors or access fiat currency, which would have a significantly adverse impact on our business, financial condition and results of operations. Certain auditors may
also consider custody, fair market valuation, impairment testing and other controls as high-risk. If our auditor determined that it was unable to issue an unqualified opinion or could not engage with us altogether, it may adversely affect our ability to meet our periodic reporting obligations under the Exchange Act and significantly affect our business, financial condition and the ability to raise capital in the public markets.
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.
Similar paragraph at 9 of 31 other Crypto companies: ABTC, ASST, DJT, HSDT, HUT, LITS, MSTR, NAKA and 1 moreUnder Sections 3(a)(1)(A) and (C) of the Investment Company Act, a company generally will be deemed to be an “investment company” for purposes of the Investment Company Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (2) it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in the Investment Company Act, and are not registered as an “investment company” under the Investment Company Act.
Similar paragraph at 13 of 31 other Crypto companies: BTBT, CRCL, DJT, FIGR, GEMI, HSDT, HYPD, LITS and 5 moreIn the Crypto Asset Interpretation, the SEC concluded that SOL is not a “security” for purposes of the federal securities laws. The Crypto Asset Interpretation also identified situations in which a digital commodity, such as SOL, could become subject to an investment contract that would be a “security” for purposes of the federal securities laws. A determination by the SEC or a court of competent jurisdiction that SOL is a security or that SOL that we hold is subject to an investment contract and therefore is a security could lead to our meeting the definition of “investment company” under the Investment Company Act, if the portion of our assets that consists of investments in securities exceeds the 40% limit prescribed in the Investment Company Act, which would subject us to significant additional regulatory requirements that could have a material adverse effect on our business and operations and may also require us to change the manner in which we conduct our business.
We monitor our assets and income in order to conduct our business activities in a manner such that we either do not fall within the definition of “investment company” under the Investment Company Act or would qualify under one of the exemptions or exclusions provided by the Investment Company Act and corresponding SEC rules. If SOL is determined to be a security for purposes of the federal securities laws or SOL that we hold is determined to be subject to an investment contract, we would take steps to reduce our holdings of SOL or such SOL that is subject to investment contracts as a percentage of our total assets. These steps may include, among others, selling SOL that we might otherwise hold for the long term and deploying our cash in assets that are not considered to be investment securities under the Investment Company Act, in which case we may be forced to sell our SOL at unattractive prices. We may also seek to acquire additional assets that are not considered to be investment securities under the Investment Company Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid meeting the definition of “investment company” under the Investment Company Act and becoming subject to its requirements. If SOL is determined to constitute a security for purposes of the federal securities laws, and if we are not able to come within an available exemption or exclusion under the Investment Company Act, then we would have to register as an investment company, which would require us to change the manner in which we conduct our business. In addition, such a determination could adversely affect the market price of SOL and in turn adversely affect the market price of our Common Stock.
If SOL were considered a security, U.S. exchanges that list SOL would either have to register as a national securities exchange or de-list SOL. The delisting of SOL would have a significantly adverse impact on the liquidity of SOL, which would likely have a material adverse impact on our SOL treasury strategy and our business. Further, we may be forced to liquidate our holdings of SOL at unfavorable prices and change our SOL treasury strategy in the event that SOL is classified as a security.
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.
Similar paragraph at 12 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, HYPD, LITS, MSTR, NAKA and 4 moreMutual funds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is
Similar paragraph at 1 of 31 other Crypto companies: XXIintended for the benefit and protection of investors. We are not subject to, and do not otherwise voluntarily comply with, these laws and regulations. This means, among other things, that the execution of or changes to our Treasury Reserve Policy or our SOL strategy, our use of leverage, the manner in which our SOL is custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are not subject to the extensive legal and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, although a significant change to our Treasury Reserve Policy would require the approval of our board of directors, no stockholder or regulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our SOL or other activities we may pursue, and has the power to change our current policies, including our strategy of acquiring and holding SOL. As a result, investors in our company may be exposed to greater volatility, concentration risk and governance discretion than they would be if we were subject to the protections afforded to regulated investment companies or investments managed by investment advisers subject to the provisions of the Advisers Act.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BKKT, DJT, FWDI, HSDT, HYPD, LITS, MSTR and 5 moreIf 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.
Similar paragraph at 11 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 3 moreSubstantially all of the digital assets we own are held in custody accounts at U.S. institutional digital asset custodians. Security breaches and cyberattacks are of particular concern with respect to our digital assets. Solana and other blockchain cryptocurrencies and the entities that provide services to participants in the Solana ecosystem have been, and may in the future be, subject to security breaches, cyberattacks, or other malicious activities. For example, in October 2021 it was reported that hackers exploited a flaw in the account recovery process and stole from the accounts of at least 6,000 customers of the Coinbase exchange, although the flaw was subsequently fixed and Coinbase reimbursed affected customers. Similarly, in November 2022, hackers exploited weaknesses in the security architecture of the FTX Trading digital asset exchange and reportedly stole over $400 million in digital assets from customers. A successful security breach or cyberattack could result in:
Similar paragraph at 11 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 3 more•a partial or total loss of our digital assets in a manner that may not be covered by insurance or the liability provisions of the custody agreements with the custodians who hold our digital assets;
Similar paragraph at 10 of 31 other Crypto companies: ASST, DJT, FWDI, HSDT, LITS, MSTR, SBET, SUIG and 2 more•improper disclosure of data and violations of applicable data privacy and other laws; or
Similar paragraph at 12 of 31 other Crypto companies: ASST, BTBT, CRCL, DJT, FWDI, GEMI, HSDT, LITS and 4 more•significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposure.
Similar paragraph at 13 of 31 other Crypto companies: ASST, BTBT, CRCL, DJT, FWDI, GEMI, HSDT, LITS and 5 moreFurther, any actual or perceived data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to a general loss of confidence in the broader Solana ecosystem or in the use of the Solana Network to conduct financial transactions, which could negatively impact us.
Similar paragraph at 14 of 31 other Crypto companies: ASST, BTBT, CRCL, DJT, FWDI, GEMI, HSDT, LITS and 6 moreAttacks upon systems across a variety of industries, including industries related to Solana, are increasing in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the increase in remote work arrangements. The risk of cyberattacks could also be increased by
Similar paragraph at 14 of 31 other Crypto companies: ASST, BKKT, BTBT, CRCL, DJT, FWDI, GEMI, LITS and 6 morecyberwarfare in connection with the conflicts in Ukraine, the Middle East or elsewhere, or other future conflicts, including potential proliferation of malware into systems unrelated to such conflicts. Any future breach of our operations or those of others in the Solana industry, including third-party services on which we rely, could materially and adversely affect our financial condition and results of operations.
Similar paragraph at 1 of 31 other Crypto companies: LITSWe face other risks related to our digital asset treasury reserve business model.
Similar paragraph at 1 of 31 other Crypto companies: HYPDOur digital asset treasury reserve business model exposes us to various risks, including the following:
Similar paragraph at 9 of 31 other Crypto companies: DJT, HSDT, HYPD, MSTR, NAKA, SBET, SUIG, UPXI and 1 more•SOL and other digital assets are subject to significant legal, commercial, regulatory, and technical uncertainty, and our SOL strategy subjects us to enhanced regulatory oversight;
Similar paragraph at 9 of 31 other Crypto companies: DJT, FWDI, HSDT, HYPD, MSTR, NAKA, SUIG, TRON and 1 more•regulatory changes could impact our ability to operate validators or receive rewards;
•regulatory scrutiny of the Company’s activities may increase, potentially limiting our operations;
•potential litigation risks exist related to smart contract vulnerabilities, validator operations, or our business activities;
•uncertainty around digital assets, including SOL’s, regulatory status may impact our ability to list on certain exchanges;
•changes in political administration may not guarantee a favorable regulatory environment for digital assets;
•future SEC or CFTC actions or court decisions could retroactively classify digital assets as a security, potentially leading to penalties or forced unwinding of transactions; and
•increased regulatory focus on Layer-1 blockchains beyond Bitcoin and Ethereum could result in new compliance requirements.
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.
Similar paragraph at 1 of 31 other Crypto companies: HYPDWe may engage in digital asset leverage strategies to acquire additional amounts of SOL. As part of this strategy, we may borrow digital assets by pledging our own SOL holdings as collateral, deploy these borrowed assets to acquire additional amounts of SOL, and subsequently re-pledge the newly acquired SOL to further engage in these leveraged transactions. As each of these transactions will be effectuated on chain, the strategy may expose us to significant smart-contract vulnerabilities and operational risks. The smart contracts that are used for purposes of these transactions may contain undiscovered bugs, logical errors or economic vulnerabilities that could be exploited by malicious actors or that could cause the contracts to perform in unintended ways, resulting in partial or total loss of our collateral and borrowed assets. In addition, the strategy may subject us to counterparty risk through the platforms we utilize to facilitate leveraging strategies including, among others, insolvency of the platform, coding errors, and cyberattacks. Finally, lenders customarily require that collateral ratios be maintained within narrowly defined thresholds and may exercise broad contractual discretion to impose additional margin requirements or to liquidate collateral without notice when those thresholds are breached. We may also incur losses if the interest that accrues on our borrowings significantly exceeds the revenue generated by the borrowed SOL.
Similar paragraph at 1 of 31 other Crypto companies: HYPDDue to collateralization of leveraged digital asset financing strategies, declines in the market price of the underlying digital asset may result in a reduction in the value of posted collateral. If the value of such collateral falls below required thresholds, we may be subject to margin calls, forced liquidation or required to post additional collateral. In volatile market conditions, we may be unable to meet such requirements in a timely or cost-effective manner, resulting in liquidation of positions at unfavorable prices.
Additionally price volatility in digital assets, has historically been significant and unpredictable, and sudden and severe market movements could result in substantial or total loss of leveraged positions. We may also incur losses if the interest or fees associated with these leveraged borrowings exceeds the returns generated by the additional digital assets acquired, particularly in periods of declining prices in digital assets.
SOL faces unique technical, governance and concentration risks that could materially affect its long-term viability.
The Solana Network is a high-throughput Layer-1 blockchain with architectural features that differ significantly from other blockchains, such as Ethereum. While these features allow for rapid processing of transactions, they introduce risks that could adversely impact the value of SOL and the stability of the Solana Network. Historically, the Solana Network has suffered network outages, slow operations and validator coordination failures. If such challenges were to persist, the confidence of the Solana development community and its users will be adversely affected, which could cause a rapid decline in the value of SOL. In addition, Solana’s consensus mechanism (PoH combined with PoS) is novel and relatively untested at a large scale over time. Structural flaws could emerge that require a fork, which may have an adverse impact on the Solana Network and our holdings.
Solana validators are relatively small in number, which may lead to coordinated censorship.
SOL requires high-performing computing hardware and internet connectivity to operate a validator node. These substantial infrastructure demands create a barrier of entry for validators, leading to a high concentration of validators that must be well capitalized. A significant portion of staked SOL tokens may be delegated to a few validators, resulting in a centralized block production environment. This concentration and centralization could lead to the risk of coordinated censorship, which validators or node operators could delay or exclude transactions or blocks from being confirmed and recorded on the blockchain, severely undermining neutrality and causing an erosion of the integrity of the Solana Network. In particular, Blue Moose Systems, a Solana validator that we have acquired, is one of the top-performing Solana validators that also controls a significant share of stake on SOL, which presents additional centralization risk.
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We currently earn rewards from the Solana Network through operating two validator nodes. Solana’s current protocol distributes rewards to validators based on a declining inflation model. This model reduces the total amount of Solana rewards available to distribute to validators by 15% each year until it reaches a long-term rate of 1.5%. A significant reduction in validator reward yield could negatively impact our business and results of operations.
Our SOL treasury strategy is dependent on the Solana Foundation and core development team.
Similar paragraph at 1 of 31 other Crypto companies: UPXIThe Solana Network is more centralized than other blockchain protocols such as Bitcoin and Ethereum. The Solana Foundation and a relatively small group of core developers play a significant role in the governance, maintenance, and technical direction of the Solana protocol. If one or more key individuals that is responsible for the core development or leadership were to depart, become incapacitated or otherwise decide not to participate, the health of the Solana network will be significantly affected and would result in a material adverse impact on the value of SOL. Further, if the Solana Foundation were to become subject to a reputational event, it could lead to reduced developer engagement and adversely affect the functionality and value of the Solana Network.
Similar paragraph at 1 of 31 other Crypto companies: UPXISOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.
The digital asset ecosystem is characterized by rapid technological innovation, short development cycles, and intense competition among Layer-1 blockchains and related infrastructure providers. Solana faces intense competition among existing protocols, such as Aptos and Sei, and new entrants that are currently being developed. Competitors may offer superior scalability, security, interoperability, decentralization, programmability and adoption, and may attract developers away from the SOL ecosystem. Advancements in AI and blockchain technology are likely to accelerate the development of such protocols, including the development of additional networks that natively integrate AI into consensus mechanisms and other core features. If SOL is unable to evolve to address such increased competition or if Layer-2 networks believe that Solana’s core technology stack is outdated or less attractive compared with other Layer-1 networks, Solana may be considered technologically obsolete by the next-generation of protocols. The decline in the Solana Network would materially impact the market value of SOL and adversely affect the value of our SOL treasury holdings and our stock price.
We may be subject to additional tax liability if regulation or policy changes adversely affect the tax treatment of rewards from staking SOL.
The U.S. federal income tax treatment of rewards from staking digital assets such as SOL remains uncertain and is currently the subject of debate and regulatory attention. Under current guidance by the IRS, staking rewards are generally treated as ordinary income upon receipt. However, the Company has taken a position for tax purposes that inflationary rewards (i.e., new SOL tokens minted by the Solana Protocol) are not required to be recognized as income upon receipt, but rather upon use or disposal. This conclusion is based on the view that generally the Internal Revenue Code provides that gross income from dealings in property is recognized at the time of disposition rather than at the time of acquisition. Accordingly, the Company is taking the position that it is not required to recognize income on inflationary rewards until such time that they are used or disposed. If regulation or policy changes, or the interpretation or enforcement thereof, results in adverse tax treatment of rewards from staking SOL, we could be subject to additional tax liabilities.
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external service providers’ employees misuse our payment systems for malicious purposes, we could experience material financial loss that may affect our operating results.
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New in the latest 10-Q
19 paragraphs in the 10-Q filed Aug 13, 2026 with nothing like them in the 10-Q filed May 19, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
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.
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(in thousands) June 30, 2026 ────────────────────────────────────────────────────────────────────────────────────────────────── Digital assets, at fair value $ 6,516 Digital assets, at carrying value 3,217 Digital assets pledged as collateral 10,127 Digital asset financing arrangements (6,095) Total hypothetical impact on (loss) income before income taxes $ 13,765
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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.
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In the table above, Other (expense) income, net, for the three and six months ended June 30, 2026 includes $ 3.2 million and $ 5.4 million, respectively, of expense related to the ELOC commitment fee, see Note 10 - Stockholders’ (Deficit) Equity for further discussion.
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In October 2025, we entered into a shareholders’ agreement with HBV Special Opportunities Limited Partnership Fund relating to HBV Special Opportunities Investment Holding 1 Limited (“HBV Investment Holding”), where we agreed to purchase 50 of HBV Investment Holding’s 150 outstanding ordinary shares for $ 608.3 thousand, representing a 33.33 % ownership interest, with the remaining 66.67 % owned by HBV Special Opportunities Limited Partnership Fund.
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On April 21, 2026, the Company entered into a Share Subscription Agreement to purchase 700,000 shares of common stock in Allied Architects, Inc. (“Allied”), a publicly traded Tokyo-based corporation listed on the Tokyo Stock Exchange (TSE Ticker: 6081), for a total purchase price of $ 1.2 million (using exchange rates as of the investment date).
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The table below shows the inputs used for the valuation of warrant dividends issued during the first quarter 2026:
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Stock price $ 3.29 Strike price, series 1 $ 17.14 Strike price, series 2 $ 21.43 Dividend — % Risk free rate 3.9 % Term 4.02 Volatility 110.0 %
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During the second quarter 2026, $ 580.0 thousand was borrowed by the equity method investee under the Revolver. Additionally, on June 25, 2026, we entered into an agreement where we agreed to terminate and settle the outstanding principal and accrued interest under the Revolver for $ 345.6 thousand, resulting in a loss of approximately $ 246.0 thousand.
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We sold an aggregate of 393,000 shares of our common stock under the ATM and received $ 1.1 million of proceeds net of sales commissions and expenses.
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• 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.
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• 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.
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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.
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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.
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• 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
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impact of these changes on staking and validator-related revenue in our Digital Asset Treasury segment remains uncertain.
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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.
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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.
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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.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Aug 13, 2026 against Item 1A of the 10-K filed Mar 30, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Work on DFDV in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/DFDV/export.csv") into a cell.