After losing 90% of its stock value over the past year, DeFi Development Corp., the US-first publicly traded Solana (SOL) financial company, pulled off a clever move yesterday. Moving from Delaware to Nevada made it much more difficult to fire board members.
In a new SEC filing yesterday, the once $600 million, now $118 million company moved from Delaware to Nevada without a vote of all its shareholders. The company simply notified minority shareholders of the decision made by the “special committee” and the majority shareholder.
The company notified its common stockholders in all caps: “Your vote or consent will not be requested or required.”
Biggest Solana Treasury lost $1 billion while earning 6.7% staking rewards
Importantly, the company’s new Nevada charter raises the bar for shareholders to remove directors who have led the company’s 90% decline over the past 52 weeks.
Insiders controlling 81.79% of the voting rights approved the move. Most shareholders learned from reading SEC filings.
The board literally cited litigation risk as one explanation for the move. “The Board also took into account the increasingly active litigation environment in Delaware, where well-funded plaintiff companies frequently bring opportunistic claims against corporations and their directors and officers, creating unnecessary confusion and cost.”
He also claimed that Nevada’s taxes would be lower than Delaware’s and celebrated the end of “unwarranted surveillance” of employees.
Nevada said it would “strengthen protections from such claims and allow our directors and officers to better focus.”
Super vote in Solana Treasury
The voting system was amazing. DFDV has 30,118,205 common shares, each carrying one vote. However, DeFi Development also owns 10,000 shares of Series A preferred stock, all held by management and management-related entities. Each preferred stock enjoys 10,000 votes.
This super voting structure gave Chairman and CEO Joseph Onorati 36.46% of the total voting rights. For the group as a whole, 10 officers and directors controlled 81.94% of the voting rights.
New Nevada Charter raises standards for removing directors without cause Two-thirds of voting rights. In contrast, Delaware allowed removal By simple majority vote.
Biggest Solana Treasury lost $1 billion while earning 6.7% staking rewards
Therefore, even if the opposition coalition includes all remaining shareholders, it will still fall short of the two-thirds majority required to remove a director.
Despite citing the move to Nevada as a defense against “opportunistic claims” in Delaware courts, the filing claims it is not “in response to any current attempts to gain control of our company that are known to our board of directors.”
I lost 90% and moved to Nevada.
In the spring of 2025, a group of former Kraken executives led by Onorati took control of the old real estate fintech. They converted it into a Solana accumulation company. The stock traded for more than $53 per share during the day. Its 52-week high of $38.21 was exactly one year ago on May 27, 2025.
Yesterday, the stock closed on the Nasdaq at $3.94 per share, after losing nine-tenths of its value.
Delaware’s corporate law allows a majority of voting rights to approve corporate activities in writing without holding a stockholder meeting. DeFi Development’s board of directors approved the conversion to Nevada on May 21st.
DeFi Development is not the only company to move from Delaware to Nevada. TripAdvisor, Dropbox, and Tesla have led the broader “Digit” movement.
Notably, the move comes bundled with a DeFi development package. Insiders, who already outnumbered everyone else, used written consent to enact a new state charter, further raising the bar for removal.
The board’s own filing states that the changes were “not made to prevent a sale of the company.”
Common holders were forced to lose 90% in 52 weeks, and insiders just got harder to fire.
