DFDVDeFi Development

Stock Purchase Agreement

“On April 4, 2025, Blake Janover, our former Chief Executive Officer, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Defi Dev LLC, a Delaware limited liability company (“Defi Dev”), and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Canada (“NS Corp”) to sell (i) 5,100,424 shares of Common Stock, with each share of Common Stock entitled to one vote per share and representing approximately 51.0% of the Company’s 11,059,622 issued and outstanding shares of Common Stock and (ii) 10,000 shares of Series A Preferred Stock of the Company, with each share of Series A Preferred Stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the Common Stock unless otherwise prohibited by law. Defi Dev and NS Corp were previously unaffiliated parties to the Company. Defi Dev purchased 2,884,287 shares of Common Stock and 5,500 shares of Series A Preferred Stock for $2,255,338 utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev came from a loan from Joseph Onorati. NS Corp purchased 2,216,137 shares of Common Stock and 4,500 shares of Series A Preferred Stock for $1,744,662 utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4,000,000. The transactions under the Purchase Agreement constitute a change in control of the Company.”

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Stock Purchase Agreement

“During the year ended December 31, 2023, the Company paid $128,267 to an entity owned by Mr. Janover for compensation. The amounts are included in general and administrative expenses in the statements of operations.”

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Asset Purchase Agreement

“On May 1, 2025, the Company, (i) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Solsync Solutions Partnership, an Alaska general partnership (“Seller”), and Parker White, the sole partner of the Seller (the “Stockholder”), pursuant to which the Company agreed to acquire from the Seller (the “Acquisition”) a “validator” on the Solana blockchain ecosystem and two nodes under the names “BullMoose Systems” and “Strawberry Siren” (the “Purchased Assets”, and also referred to as “Business”) and (ii) closed the Acquisition (the “Closing”). Following the Closing, the Purchased Assets and the Business are now held by the Company.”

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Asset Purchase Agreement

“Mr. Parker, the sole partner of the Seller, is the Chief Operating Officer and Chief Investment Officer of the Company, and beneficially owned as of the date preceding the Closing of the transaction, more than 21.68% of the issued and outstanding shares of our outstanding Common Stock.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Our code of conduct includes a conflict of interest policy, which states that employees, officers and directors must avoid activity that conflicts with or appears to conflict with the interests of the Company. Our Board of Directors oversees the review and approval of related party and conflicts of interest transactions as defined in Item 404 of Regulation S-K.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Transactions requiring review, under the policy, must be submitted to our Chief Financial Officer or Compliance Officer for his or her determination of the approvals required under the related party policy. Once the determination is made, it is referred to the Audit Committee for pre-approval, ratification, or other action. The Chief Financial Officer or Compliance Officer will provide the Audit Committee with a description of any related party transaction proposed to be approved or ratified, including relevant terms of the transactions, the related party’s relationship to the Company, the rationale for the proposed transaction and any other relevant information with respect to the proposed transaction. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account any relevant information and considerations, including the impact on a director’s independence if the related party is a director, their immediate family member or an entity with which a director is affiliated. The Audit Committee may impose such conditions as it deems appropriate on the Company or on the related party in connection with approving the proposed transaction.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“A copy of the Company’s code of conduct is posted under the “Corporate Governance” section on our investor relations website, https: //defidevcorp.com/investor.”

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TRANSACTIONS WITH RELATED PERSONS

“DeFi Dev LLC, a Delaware limited liability company, of which Parker White, our former Chief Operating Officer, serves as manager and 3277447 Nova Scotia Ltd. (“NS Corp”), a corporation formed under the laws of Nova Scotia, Canada, of which our Chief Executive Officer serves as the President and Director and exercises control, are parents of the Company. These entities have the ability to control the election of directors and the direction of management and policies of the Company.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Our code of conduct includes a conflict of interest policy, which states that employees, officers and directors must avoid activity that conflicts with or appears to conflict with the interests of the Company. Our Board of Directors oversees the review and approval of related party and conflicts of interest transactions as defined in Item 404 of Regulation S-K.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Our Board of Directors has adopted a written policy governing the review and approval of related party transactions. The policy, which is overseen by the Audit Committee, applies to any transaction, arrangement, or relationship in which the Company or any of its subsidiaries is or will be a participant, any related party has or will have a direct or indirect material interest and the amount involved will or may be expected to exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of our last two completed fiscal years, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. The policy defines a “related party” to include directors, director nominees, executive officers, a significant shareholder, beneficial owners of more than 5% of the Company’s outstanding voting securities, or an immediate family member of any of these parties.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“Transactions requiring review, under the policy, must be submitted to our Chief Financial Officer or Compliance Officer for his or her determination of the approvals required under the related party policy. Once the determination is made, it is referred to the Audit Committee for pre-approval, ratification, or other action. The Chief Financial Officer or Compliance Officer will provide the Audit Committee with a description of any related party transaction proposed to be approved or ratified, including relevant terms of the transactions, the related party’s relationship to the Company, the rationale for the proposed transaction and any other relevant information with respect to the proposed transaction. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account any relevant information and considerations, including the impact on a director’s independence if the related party is a director, their immediate family member or an entity with which a director is affiliated. The Audit Committee may impose such conditions as it deems appropriate on the Company or on the related party in connection with approving the proposed transaction.”

Read it in the proxy ↗

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“A copy of the Company’s code of conduct is posted under the “Corporate Governance” section on our investor relations website, https: //defidevcorp.com/investor.”

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TRANSACTIONS WITH RELATED PERSONS

“On April 1, 2026, we entered into a Separation Agreement with Blake Janover, current director of the Company, with respect to Mr. Janover’s employment as Chief Commercial Officer of the Company. Under the Separation Agreement, we paid Mr. Janover a lump sum payment of $692,500 and Mr. Janover’s 70,000 unvested RSUs vested in full on April 1, 2026. The Company also agreed to sell to Mr. Janover certain domain names used in its former real estate platform business for $10,000.”

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TRANSACTIONS WITH RELATED PERSONS

“On February 12, 2026, we entered into a simple agreement for future equity (“SAFE”) with Peak Consulting Labs Inc. (“Peak”), an entity for which Joseph Onorati, our Chief Executive Officer and Chairman of the Board, also serves as Chief Executive Officer, and which is therefore considered a related party. Under the terms of the agreement, we purchased the right to obtain certain equity securities of Peak upon the occurrence of certain future events, as described in the agreement, for $630,000.”

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TRANSACTIONS WITH RELATED PERSONS

“On September 16, 2025, we entered into an Asset Purchase Agreement to dispose of Janover Pro (“JPro”), a technology and software as a service business, to JPro Labs LLC (“JPro Labs”), a subsidiary of an entity, which is controlled by Blake Janover, then our Chief Commercial Officer and a member of our Board of Directors. As part of the transaction, we paid total cash consideration of $1.4 million to JPro Labs to assume the assets and liabilities of JPro.”

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TRANSACTIONS WITH RELATED PERSONS

“On May 1, 2025, under the terms of an asset purchase agreement, we acquired two validator nodes from SolSync Solutions Partnership, a Solana validator business owned by Parker White, then our Chief Operating Officer and Chief Investment Officer, for a total consideration, including transaction-related costs, of $3.6 million, consisting of $0.6 million in cash and $3.0 million, or 604,884 shares, in restricted common stock.”

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TRANSACTIONS WITH RELATED PERSONS

“DeFi Dev LLC, a Delaware limited liability company, of which Parker White, our former Chief Operating Officer, serves as manager and 3277447 Nova Scotia Ltd. (“NS Corp”), a corporation formed under the laws of Nova Scotia, Canada, of which our Chief Executive Officer serves as the President and Director and exercises control, are parents of the Company. These entities have the ability to control the election of directors and the direction of management and policies of the Company.”

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Employment Arrangements

“We have entered into employment agreements with certain of our named executive officers, and granted stock awards to our named executive officers and our directors, as more fully described in “Executive Compensation” and “Director Compensation.””

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Indemnification Agreements

“Our Articles of Incorporation contain provisions limiting the liability of our directors and officers to the fullest extent permitted under the NRS, and our Articles of Incorporation and Bylaws indemnify each of our directors and officers to the fullest extent permitted under Nevada law. Our Articles of Incorporation and Bylaws also provide our Board with the discretion to indemnify our employees and other agents when determined appropriate by the Board.”

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Indemnification Agreements

“In addition, we have or intend to enter into an indemnification agreement (“Indemnification Agreement”) with each of our directors pursuant to which we shall indemnify our officers and directors (an “Indemnitee”) to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising in part or in whole out of) any event or occurrence related to the fact that Indemnitee is or was or may be deemed a director or officer of the Company, or any subsidiary of the Company, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages, expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise or made by a third party against Indemnitee based on any misstatement or omission of a material fact by the Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws (hereinafter an “Indemnification Event”) against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under the Indemnification Agreement (collectively, hereinafter “Expenses”), including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand by Indemnitee therefor is presented to the Company.”

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Indemnification Agreements

“Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or control persons, in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.”

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Policies and Procedures for Transactions with Related Persons

“Our Board adopted a related person transaction policy setting forth the policies and procedures for the identification, review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we are a participant and a related person has or will have a direct or indirect material interest and the amount involved will or may be expected to exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of our last two completed fiscal years, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees of indebtedness. In reviewing and approving any such transactions, our Audit Committee will consider all relevant facts and circumstances as appropriate, such as the purpose of the transaction, the availability of other sources of comparable products or services, and whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction, management’s recommendation with respect to the proposed related person transaction and the extent of the related person’s interest in the transaction.”

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