DeFi Development (DFDV) announced a special dividend to be distributed in the form of warrants to holders of the Company’s common stock as of October 23. Each registered stockholder as of the Record Date will receive one warrant for every ten shares of Company common stock held, rounded down to the nearest whole warrant. Additionally, in lieu of an adjustment to the applicable conversion rate, holders of the Company’s Convertible Senior Notes due 2030 will receive warrants on an as converted to common stock basis in accordance with the governing indenture. The Company expects to distribute up to approximately 3.3 million warrants on or around Monday, October 27, based on shares of common stock and Convertible Senior Notes currently outstanding. If holders of other Company securities, such as convertible notes and warrants issued in prior PIPE transactions, were to convert or exercise their securities prior to the Record Date, the number of warrants distributed would increase. The warrants will be issued without any action required by the Company’s stockholders or noteholders as of the Record Date and without any payment of cash or other consideration. Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $22.50, at any time following the Distribution Date until the warrants expire on January 21, 2028. Holders can only exercise a warrant by paying the exercise price to acquire the shares of common stock in cash. Following the Distribution Date, the warrants are expected to be freely tradable and listed on the Nasdaq Capital Market under the ticker DFDVW. Recipients of the warrants will be able to trade their warrants or exercise any warrants in accordance with the warrant agreement, irrespective of whether they continue to hold shares of common stock. The transaction provides Company stockholders the option to participate in the Company’s capital raising on a non-dilutive basis. Assuming exercise of the warrants in full, the Company would receive up to $73.5M of gross proceeds, which the Company intends to use for general corporate purposes, including the acquisition of SOL and for working capital.
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