DeFi Development Corp has rescinded its $1 billion registration request with the U.S. Securities and Exchange Commission (SEC) following the agency’s determination that the company could not utilize the streamlined S-3 process.
The decision arose due to the absence of a required internal controls report in the company’s recent Form 10-K filing.
Originally submitted on April 25, the S-3 registration aimed to secure funds for general corporate undertakings, notably for acquiring additional Solana (SOL) tokens.
The SEC concluded that DeFi Development Corp’s filing was not eligible, citing the lack of a management report regarding internal financial controls as a critical oversight in the Form 10-K.
Withdrawal Cited for Investor Protection
In a communication to the SEC this week, DeFi Development requested the withdrawal of its registration under Rule 477 of the Securities Act, clarifying that “no securities have been issued or sold under the Registration Statement.”
News: @defidevcorp has withdrawn its $1B shelf offering following SEC comments about a missing internal controls report in its Form 10-K. Part of the offering was intended to support its Solana treasury strategy. The company plans to refile in the future. pic.twitter.com/GSBTNFFicj
— SolanaFloor (@SolanaFloor) June 11, 2025
The company further noted that its filing had not yet been approved by the Commission.
DeFi Development Corp explained that the decision to withdraw was rooted in the company’s commitment to “the public interest and the protection of investors.” The firm intends to submit a resale registration statement at a later date after rectifying the compliance issue.
While acknowledging that the SEC’s registration fees are non-refundable, the company requested those fees be credited towards any future filing.
Despite this regulatory hurdle, DeFi Development Corp remains undeterred and plans to refile its resale registration statement.
The firm had indicated that part of the funds raised would contribute to further acquisitions of Solana tokens, while cautioning that volatility could impact their cash conversion value.
The company confirmed that any unused registration fees from this filing would be applied towards future filings under SEC Rule 457(p), while also acknowledging that there would be no refunds issued.
The filing stated, “The Company understands that the Commission has determined that [it] does not meet the eligibility requirements for the use of Form S-3 at this time,” pointing to the lack of the internal controls report as the basis of their ineligibility.
No specific timeline for the updated filing has been provided, but the firm is eager to proceed with the offering in compliance with SEC regulations.
Currently, the investment strategy related to Solana remains on hold as the company works through the regulatory challenge.
Prior Fundraising Efforts for Solana Strategy
DeFi Development Corp had envisioned utilizing the proposed $1 billion S-3 filing to establish a substantial Solana treasury, inspired by investment tactics such as those employed by MicroStrategy with Bitcoin.
The strategy focused on acquiring SOL tokens to generate returns through staking rewards, contingent upon Solana’s price appreciating in the market.
The company was transparent in its filing, expressing that the capital raised would be directed toward purchasing Solana and generating staking yield.
Though the SEC’s refusal casts doubt on this strategy, DeFi Development has taken preliminary steps within the Solana ecosystem, previously announcing a successful raise of $42 million through a private offering of convertible notes and warrants back on April 7.
The notes, offering a 2.5% annual interest rate and maturing in 2030, feature conversion terms linked to achieving a $100 million market cap.
The developments come after a leadership transition in April 2025, marked by the acquisition of more than 728,000 shares by ex-executives from Kraken, with Joseph Onorati, the previous chief strategy officer at Kraken, now at the helm of DeFi Development Corp.
Under this new leadership, the company has positioned Solana as a reserve asset, paralleling the strategies of Bitcoin-focused treasuries but targeting an asset perceived to be earlier in its adoption trajectory.
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