DeFi Development Corp. 美国股票招股说明书（2026年5月1日版）

Up to $200,000,000 On May 1, 2026, we entered into a Sales Agreement (the “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,or common stock. In accordance with the Sales Agreement, pursuant to this prospectus supplement, we may offer and sellshares of our common stock having an aggregate initial offering price of up to $200,000,000 from time to time through R.F. Our common stock is traded on the Nasdaq Capital Market under the symbol “DFDV”. On April 30, 2026, the closing priceof our common stock was $4.39 per share. Under the Sales Agreement, sales, if any, will be made pursuant to sales notices delivered by us to R.F. Lafferty, which willspecify, among other things, the number of shares to be sold, the time period during which sales are requested to bemade, any limitation on the number of shares that may be sold in any one day and the minimum price per share of ourcommon stock to be offered, having an aggregate offering price of up to $200,000,000. Subject to the terms andconditions of the Sales Agreement, R.F. Lafferty is not obligated to sell any specific number or dollar amount of our In connection with the sale of our common stock, R.F. Lafferty may be deemed to be an “underwriter” within the meaningof the Securities Act of 1933, as amended (the “Securities Act”), and the compensation to R.F. Lafferty may be deemed tobe underwriting commissions or discounts. Sales of shares of our common stock, if any, under this prospectus supplementmay be made by any method permitted by law deemed to be an “at the market offering”, as defined in Rule 415(a)(4)under the Securities Act, including by means of ordinary brokers’ transactions, to or through a market maker, on or throughtheNasdaq Capital Market, in privately negotiated transactions (including block transactions), or through a combination ofany such methods of sale. We will pay R.F. Lafferty a commission of up to 0.75% of the gross proceeds from the sale of Investing in our Securities involves a number of significant risks. Before making an investment decision, pleasecarefully read “Risk Factors” beginning on page S-7 of this prospectus supplement and “Risk Factors” in theaccompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or the adequacy of this prospectus supplement or the accompanying prospectus. Any R.F. Lafferty & Co., Inc.The date of this prospectus supplement is May 1, 2026 TABLE OF CONTENTS TrademarksSolely for convenience, our trademarks and tradenames referred to in this prospectus supplement may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extentunder applicable law, our rights to these trademarks and tradenames. All other trademarks and tradenames included in ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a shelf registration statement on Form S-3 (File No. 333-295142) that we have filed with the SEC on April 17, 2026 and was declared effective by the SEC on April27, 2026, utilizing a “shelf” registration process. Under the shelf registration process, we may offer shares of our common This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and also adds to and updates information contained in the accompanying base prospectus and the documentsincorporated by reference herein or therein. The second part, the accompanying base prospectus, provides more generalinformation. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To theextent there is a conflict between the information contained in this prospectus supplement, on the one hand, and theinformation contained in any document incorporated by reference into this prospectus supplement that was filed with the You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying base prospectus and any free writing prospectuses we may provide to you in connection with this offering.We have not, and R.F. Lafferty has not, authorized any other person to provide you with different information. If anyoneprovides you with different or inconsistent information, you should not rely on it. We are not, and R.F. Lafferty is not,making an offer to sell or seeking an offer to buy shares of our common stock under this prospectus in any jurisdiction Furthermore, you should not consider this prospectus supplement and the accompanying base prospectus to be an offeror solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it isunlawful for you to receive such an offer or solicitation.