After losing 90% of its stock price over the past year, the first US-listed Solana (SOL ($83.27 · Live)) treasury company, DeFi Development Corp, filed a clever maneuver yesterday. Relocating from Delaware to Nevada, it is now much harder to fire members of its Board of Directors.
In a new SEC filing yesterday, the once-$600 million, now-$118 million company bolted from Delaware to Nevada without a full shareholder vote. It simply informed minority stockholders of the decision by its ‘Special Committee’ and majority stockholders.
“YOUR VOTE OR CONSENT IS NOT REQUESTED OR REQUIRED,” the company informed common shareholders in all caps.
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Importantly, its new Nevada charter raises the bar for shareholders to remove directors who have presided over the company’s 90% decline over the past 52 weeks.
Insiders controlling 81.79% of voting power authorized the move. Most shareholders found out by reading the SEC filing.
As one explanation for the move, the Board of Directors literally cited litigation risk. “Our Board also considered the increasingly active litigation environment in Delaware, where well-funded plaintiffs’ firms have brought a greater frequency of opportunistic claims against corporations and their directors and officers, creating unnecessary distraction and costs,” it admitted plainly.
It also claimed Nevada taxes would be lower than in Delaware and celebrated the end of any “unwarranted scrutiny” against its officers.
Nevada “will provide greater protection from such claims [and] better allow our directors and officers to focus,” it explained.
Supervoting in the Solana treasury
The mechanics of the vote were striking. There are 30,118,205 common DFDV shares, each carrying one vote. However, DeFi Development also has 10,000 Series A Preferred shares, all held by management and management-affiliated entities. Each preferred share enjoys 10,000 votes.
That supervoting structure gave Chairman and CEO Joseph Onorati 36.46% of total voting power. As a group, 10 officers and directors controlled 81.94% voting power.
The new Nevada charter raises the threshold to remove a director without cause to two-thirds of the voting power. Delaware, in contrast, allowed removal by simple majority.
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Any opposing coalition, even including every other remaining shareholder, would thus fall short of the two-thirds power required to remove a board member.
Despite framing the Nevada relocation as a defense against “opportunistic claims” in Delaware courts, the filing insists that it is not “in response to any present attempt known to our Board to acquire control of the Company.”
Moving to Nevada after losing 90%
In spring 2025, a group of former Kraken executives led by Onorati acquired control of an old real estate fintech. They pivoted it into a Solana accumulation company. For one day, the stock traded over $53 per share. Its 52-week high of $38.21 was exactly one year ago: May 27, 2025.
Yesterday, after losing 9/10ths of its value, this stock closed its Nasdaq trading session at $3.94 per share.
Delaware’s corporate code lets a majority of voting power approve corporate actions in writing, with no shareholder meeting. DeFi Development’s Board approved the Nevada conversion on May 21.
DeFi Development is not the only company to have left Delaware for Nevada. TripAdvisor, Dropbox, and Tesla have led a broader “Dexit” movement.
What is notable is the package DeFi Development bundled into its move. Insiders who already outvote everyone else used a written consent to install a new state charter that raised their removal hurdle even higher.
The board’s own filing says the change “is not being effected to prevent a sale of the Company.”
Common holders are left with a 90% decline in 52 weeks and insiders who just made themselves harder to fire.
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