Announcement
2026-05-26
First SEC disclosure
Meeting / Vote
2026-05-26
APPROVED_PENDING_EFFECTIVE
Effective
—
Legal effective date
Market Cap
$93M
At announcement
Why this firm matters
Standard cohort firm (Approved_Pending_Effective). Included for breadth across destinations and sectors.
Controller & ownership
DE FACTO CONTROLLERInsider Group Defacto Controller Via High Vote PreferredMajority Stockholders (group), aggregate holders of 6,223,516 shares of common stock and 10,000 shares of Series A Preferred Stock (each Series A share = 10,000 votes), collectively ~81.79% of voting power on Record Date 2026-05-26. Per PRE 14C Security Ownership of Certain Beneficial Owners and Management, the Series A Preferred Stock is concentrated in the founder/insider group; precise individual breakdown listed in beneficial-ownership table of PRE 14C accession 0001213900-26-060777. holds approximately 81.8% of voting power. Effective controller under Delaware/common-law definition though not strict listing-rule (>50%) controlled.
Source: PRE 14C accession 0001213900-26-060777
Vote outcome — reincorporation proposal
Approval standard: Majority of voting power of outstanding capital stock entitled to vote (DGCL §228 + DGCL §266) — satisfied via Majority Stockholders holding ~81.79% voting power on Record Date 2026-05-26. Meeting type: WRITTEN_CONSENT_IN_LIEU_OF_MEETING.
Vote totals not yet pulled. Awaiting EDGAR Item 5.07.
Event-study abnormal returns — announcement window
Returns around the announcement date.
No announcement-window CARs available for this firm yet.
Event-study abnormal returns — vote window
Returns around the shareholder-vote (or written-consent) date.
No vote-window CARs available for this firm yet.
Long-run abnormal returns & pooled estimates
Buy-and-hold abnormal returns (1 / 3 / 6 / 12 months) and calendar-time portfolio alpha (CTE) post-effective.
No long-run / pooled estimates available for this firm yet — run phase5z_compute_longrun.py on Windows to populate (requires effective date ≥ 3 months ago).
Cohort-level robustness battery
Heckman selection-corrected ATE · Romano-Wolf step-down + BH FDR · pooled BHAR. This firm's reading is shown in context of the full cohort.
Heckman two-step selection correction (controlled-vs-widely-held)
Cohort ATE = +0.94% (SE = 7.06%, n = 2395) after correcting for controller-status selection (inverse Mills ratio = -0.062).
Romano-Wolf step-down + Benjamini-Hochberg FDR (n = 47)
This firm: per-firm adjusted p-values pending. Multiple-hypothesis correction is computed across the full cohort to control family-wise error rate at alpha = 0.05.
Pooled cohort BHAR (mover firms only)
BHAR_63d: mean = -5.60% (SE = 22.11%, n = 3, p = 0.499) · BHAR_126d: mean = +17.33% (SE = 41.17%, n = 3, p = 0.774)
See Cohort event study → for the full battery and forest plots.
Nevada Statutory Disclosures
Nevada Revised Statutes (NRS) governance provisions relevant to Delaware→Nevada redomestications. Five sections summarized; each links to the Nevada Legislature’s authoritative NRS text. Counterpart to the Texas § 21.552 / § 21.373 panel for TX-destination firms.
Codifies the business-judgment rule and limits monetary liability of directors and officers absent breach of loyalty, intentional misconduct, fraud, or knowing violation of law. Stronger statutory shield than DGCL § 102(b)(7) on its face; charter opt-out / carve-out is firm-specific.
PENDING VERIFICATION
Adoption with carve-out by DeFi Development Corp.: primary-source verification pending; canonical record not yet populated.
Broad permissive indemnification statute; covers expenses, judgments, fines, and amounts paid in settlement for any action by reason of service as director or officer, subject to good-faith standard. Charter / bylaw uptake is firm-specific.
PENDING VERIFICATION
DeFi Development Corp. indemnification provisions pending charter / bylaw extraction.
Nevada's control-share acquisition statute (anti-takeover): voting rights of shares acquired in a “control-share acquisition” are extinguished absent disinterested-shareholder approval. Opt-out is by charter or bylaw amendment; default is opt-in for Nevada corporations meeting the statute's coverage thresholds.
PENDING VERIFICATION
DeFi Development Corp. opt-in / opt-out status pending charter or bylaw verification.
Nevada's business-combination statute (anti-takeover): for two years post-acquisition, a Nevada corporation may not engage in a “combination” with a 10%+ interested stockholder unless the board pre-approved the transaction. Charter opt-out available.
PENDING VERIFICATION
DeFi Development Corp. opt-in / opt-out status pending charter verification.
Authorizes conversion of a foreign business entity into a Nevada domestic entity by filing articles of conversion. The Nevada analog to DGCL § 266 (Delaware) and TBOC §§ 10.101–108 (Texas). Where used, the firm's redomestication is a true legal-entity conversion rather than a reverse-triangular merger.
PENDING VERIFICATION
Mechanism (§ 92A.135 conversion vs. merger-with-NV-sub) pending primary-source verification.
Primary-source pending. Where badges read “PENDING VERIFICATION,” the firm-specific adoption posture (e.g., charter carve-outs to NRS § 78.138, opt-outs from NRS §§ 78.378–3793 or 78.411–444) has not yet been extracted from the firm’s amended-and-restated articles or proxy materials. The presence of a Nevada incorporation alone does not establish adoption of every provision; opt-outs are charter-level facts.
Source filings
Primary-source documents on SEC EDGAR plus IR / search links.
Classification & audit trail
Panel eligibilityPANEL_B_dexit_mover
Audit statusv6-rev85_2026-05-26: PROMOTION — DFDV row promoted from CANDIDATE_INTAKE_NOT_VERIFIED to APPROVED_PENDING_EFFECTIVE; verified against PRE 14C accession 0001213900-26-060777 filed by issuer (Record Date 2026-05-26).
Source confidenceVERIFIED_INFORMATION_STATEMENT
Transaction statusPENDING
Audit notes[2026-05-26 v6-rev85] DFDV promoted from candidate intake to verified. DeFi Development Corp. (NASDAQ: DFDV; CIK 0001805526; f/k/a Janover Inc., name changed April 17, 2025; principal executive offices 6401 Congress Avenue, Suite 250, Boca Raton, Florida 33487) approved DE→NV reincorporation by written consent of Majority Stockholders on the Record Date, May 26, 2026. PRE 14C verbatim: 'The Majority Stockholders have approved by written consent the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the "Nevada Reincorporation").' Voting power: 'the Majority Stockholders together held 6,223,516 shares of common stock and 10,000 shares of Series A Preferred Stock, representing approximately 81.79% of the voting power of all outstanding shares of capital stock of the Company entitled to vote.' Total outstanding on Record Date: 30,118,205 common (1 vote/share) + 10,000 Series A Preferred (10,000 votes/share) = 130,118,205 votes. Special Committee formed April 29, 2026; Board (upon Special Committee recommendation) unanimously approved and recommended the Nevada Reincorporation prior to stockholder written consent. Mechanism: conversion under DGCL §266 + NRS §92A.195 per Plan of Conversion (Appendix B to PRE 14C). Common stock will continue to trade on NASDAQ under symbol 'DFDV'. No appraisal or dissenters' rights under DGCL or Delaware Charter/Bylaws. Per Rule 14c-2: effective no earlier than 20 calendar days after mailing of the Information Statement; effective date placeholder '[ ], 2026' pending DEF 14C filing — flagged as APPROVED_PENDING_EFFECTIVE (not COMPLETED_EFFECTIVE). Primary source: PRE 14C accession 0001213900-26-060777, URL https://www.sec.gov/Archives/edgar/data/0001805526/000121390026060777/ea0291639-01.htm. HQ confirmed Florida (Boca Raton) by PRE 14C cover page and Beneficial Ownership table; Information Statement explicitly states 'We intend to maintain our corporate headquarters in Florida.' Market cap ~$130M (NASDAQ: DFDV; ~29.5M shares outstanding × ~$4.50; mid-range of vendor quotes; APPROXIMATE — to be refreshed at effective date).
Related firms
Use these for cross-firm sanity checks — peers in size, sector, or destination.
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