DeFi Development Corp, the first U.S. public company built around a Solana-based treasury strategy, has announced plans to raise $100 million through a private offering of convertible senior notes due in 2030.
The deal, revealed Tuesday, comes as momentum builds around a possible green light for Solana exchange-traded funds (ETFs).
DeFi Development Corp Doubles Down on Solana With $100M Raise Plan
According to the company, the offering will be made to qualified institutional buyers under Rule 144A of the Securities Act. Buyers may also be granted an option to purchase an additional $25 million of the notes within 13 days of the initial issuance.
The notes, which will be unsecured and carry interest payable twice a year, mature on July 1, 2030. Prior to January 2030, they can only be converted under specific conditions.
After that, conversion will be allowed at any time before maturity. Holders will have the option to convert into cash, company stock, or a mix of both, depending on terms set during pricing.
DeFi Development Corp plans to use part of the funds to repurchase its own common stock through a prepaid forward agreement with one of the note purchasers. The rest of the proceeds will support general operations, including further accumulation of Solana (SOL), a central part of the company’s asset strategy.
The structure of the offering also includes a hedge mechanism. Investors may use derivatives to hedge their exposure, potentially influencing the price of the company’s stock. These moves could affect the market not only at issuance but throughout the life of the notes, especially during any conversion windows.
However, this fundraising effort follows a recent setback. On June 11, the company withdrew its $1 billion registration filing with the U.S. Securities and Exchange Commission (SEC) after regulators found it ineligible for the streamlined S-3 form.
The disqualification was due to a missing internal controls report in its latest Form 10-K.
Originally filed in April, the S-3 was intended to raise capital to build a sizable SOL treasury, mirroring Strategy’s Bitcoin approach, with returns expected through long-term staking and asset appreciation.
Despite the regulatory hiccup, DeFi Development Corp remains focused on executing its Solana-centric vision, now shifting to the private markets for funding.
With SOL ETF Interest Building, DeFi Development Corp Plays Offense After 16% Stock Dip
The fundraising push came shortly after DFDV’s stock fell 16% on June 24, indicating a strategic move to stabilize capital and reassure investors.
The timing also aligns with growing institutional interest in Solana, as the SEC approaches key decisions on several crypto ETF proposals, among them, spot Solana ETFs that could further boost demand for the token.
Analysts Eric Balchunas and James Seyffart of Bloomberg recently raised their approval odds for SOL, XRP, and LTC ETFs to near certainty, with final deadlines approaching in October.
A broader crypto index ETF could be approved even sooner. According to the analysts, the odds for that product hitting the market this week now sit at 95%. A wave of new altcoin ETFs, including for Dogecoin, Cardano, and Polkadot, could follow before year-end.
On June 1, the Rex Shares–Osprey SOL + Staking ETF ($SSK) officially launched, becoming the first U.S. ETF to offer staking exposure.
The fund meets regulatory requirements by allocating 40% of its assets to overseas-listed Solana products, sidestepping stricter rules under the Investment Company Act of 1940.
Just a day earlier, the SEC approved Grayscale’s Digital Large Cap Fund (GDLC) to convert into an ETF, giving indirect Solana exposure alongside Bitcoin, Ethereum, XRP, and Cardano.
With ETF speculation heating up and Solana-linked products gaining traction, DeFi Development Corp’s move indicates both a defensive and an opportunistic play.
If ETF approval lands in the coming weeks, the firm could be positioned to capitalize on renewed demand for exposure to SOL.
The offering, however, still depends on market conditions and final pricing agreements with institutional buyers. The company has not disclosed when the transaction will close.
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