- DeFi Development withdraws its $1B Form S-3 due to SEC compliance issues in its 10-K report.
- The SEC flagged a missing internal controls report, halting plans to fund Solana purchases.
- The firm aims to refile and pursue Solana acquisitions once regulatory issues are resolved.
DeFi Development Corp., formerly known as Janover, has withdrawn its $1 billion Form S-3 filing with the U.S. SEC. The move follows the SEC’s determination that the company failed to meet eligibility requirements due to missing disclosures. Specifically, its Form 10-K lacked a report on internal controls over financial reporting.
The company filed the registration statement on April 25, 2025, seeking to raise capital through securities. Part of the proceeds was meant to buy Solana (SOL) tokens. SEC discussions prompted the firm to pull back and plan a revised filing.
DeFi Development confirmed that no securities were issued or sold under the withdrawn Form S-3. The filing had not been declared effective by the U.S. Securities and Exchange Commission. The company said it intends to refile with a resale registration in the future. It emphasized its compliance with Rule 477 under the Securities Act.
The firm requested that all fees paid be credited for future SEC filings, per Rule 457(p). DeFi Development maintains that its withdrawal aligns with public interest and investor protection.
The withdrawn registration would have supported the firm’s strategic purchase of Solana. Over the past two months, DeFi Development invested millions in Solana despite the filing setback. Its strategy mirrors Strategy’s Bitcoin accumulation approach.
However, instead of Bitcoin, DeFi Development has focused on building a Solana treasury. The company hoped to become the largest SOL-holding corporation. But its plan faces delays due to regulatory compliance issues.
The SEC’s main objection stemmed from a missing internal control report in the company’s latest annual filing. Without that document, the firm could not use Form S-3 to raise capital. This development paused its Solana expansion plans.
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The company has also explored Solana staking through recent partnerships. These efforts show continued interest in the Solana ecosystem. Still, the company will not be able to continue with the massive accumulation until the SEC accepts its amended filing.
This episode highlights regulatory hurdles companies face when tying token acquisition to securities offerings. For now, DeFi Development’s goal of becoming “Solana’s Strategy” remains on hold.
The SEC reviewed the company’s proposal for nearly two months before the withdrawal. The firm has not confirmed when it will refile. Market watchers are awaiting its next move in the digital asset space.
