Key Takeaways
- The capital raise, originally filed via Form S-3 in April 2025, was intended to fund large-scale purchases of Solana (SOL) tokens
- The company had already raised $42 million for SOL purchases by April 2025 and had hoped to use the S-3 filing to scale that effort.
- SEC noted that DeFi Development Corp failed to include a mandatory internal controls report,
DeFi Development Corp, a Nasdaq-listed firm formerly known as Janover, has withdrawn its ambitious $1 billion securities offering after the U.S. Securities and Exchange Commission (SEC) ruled its filing ineligible due to missing compliance documentation. The capital raise, originally filed via Form S-3 in April 2025, was intended to fund large-scale purchases of Solana (SOL) tokens
According to a letter submitted by the company to the SEC on Wednesday, the withdrawal follows the regulator’s determination that DeFi Development Corp failed to include a mandatory internal controls report, which is an important part to include for anyone seeking to raise capital through an S-3 registration. Specifically, the company omitted its management report on internal control over financial reporting, which rendered the filing non-compliant.
The failed filing disrupts the company’s strategic pivot into Web3 and decentralized finance. In its April registration statement, DeFi Development Corp had outlined plans to use the proceeds for general corporate purposes, with a primary focus on acquiring Solana, the sixth-largest cryptocurrency by market capitalization.
The firm also expressed intent to generate staking-based returns from the acquired SOL tokens, while acknowledging the risk of price volatility that could reduce the investment’s value.
Despite the setback, the company emphasized its commitment to the initiative and confirmed its intention to refile in the near future. “The withdrawal of the registration statement is consistent with the public interest and the protection of investors,” the firm noted in its communication to the SEC. It also clarified that it may pursue a resale registration route as part of a revised strategy to raise funds.
While major firms like MicroStrategy have successfully accumulated vast Bitcoin holdings through public offerings, DeFi Development Corp’s attempt to do the same with Solana has hit a procedural roadblock.
The company had already raised $42 million for SOL purchases by April 2025 and had hoped to use the S-3 filing to scale that effort. However, the SEC’s ruling means it cannot proceed until it meets the necessary filing standards. The Commission’s scrutiny also underscores its ongoing commitment to enforcing proper disclosure and risk controls in the evolving landscape of digital asset finance.
