DeFi Capital Markets, Inc. filed a Form S-3 registration statement with the SEC on October 26, 2026, to register up to 2,650,000 shares of common stock issuable upon conversion of convertible promissory notes held by selling stockholder SJC Lending LLC.

Key Highlights

  • Up to 2,650,000 shares of common stock are being registered for resale, issuable upon conversion of convertible promissory notes at a minimum Floor Price of $1.00 per share.
  • Aggregate principal of up to $2,650,000 in convertible promissory notes are covered under the amended and restated Securities Purchase Agreement with SJC Lending LLC, for a total purchase price of up to $2,500,000.
  • Three tranche closings are structured: the first tranche ($1,060,000 principal, $1,000,000 purchase price) closed June 12, 2026; the second tranche ($530,000 principal, $500,000 purchase price) closed July 29, 2026; the third tranche ($1,060,000 principal, $1,000,000 purchase price) is contingent on SEC effectiveness and stockholder and NYSE American approval.
  • Interest rate is 8% per annum under normal conditions, rising to 20% per annum upon an event of default, with each note maturing on the first anniversary of its issuance.
  • Last reported sales price of the common stock on October 23, 2026, as reported by NYSE American, was $3.74 per share.
  • The company will receive no proceeds from the resale of shares by the Selling Stockholder.

DeFi Capital Markets Registers Conversion Shares Tied to SJC Lending Note Arrangement

According to the filing, DeFi Capital Markets, Inc. (NYSE American:DCM) submitted a preliminary Form S-3 registration statement on October 26, 2026, covering up to 2,650,000 shares of its common stock, par value $0.01 per share. The shares are issuable upon conversion of convertible promissory notes held by SJC Lending LLC, a Delaware limited liability company identified in the filing as the Selling Stockholder. The registration is described as satisfying an obligation under the amended and restated Securities Purchase Agreement (the "A&R Agreement"), which was entered into on October 9, 2026, and which amends and restates an original agreement dated June 12, 2026.

The filing discloses that the conversion price equals the greater of the Floor Price of $1.00 per share or 80% of the lowest volume weighted average price (VWAP) of the common stock during the five trading days immediately prior to conversion, but not greater than $10.00 per share. The filing further states that the company may not issue Conversion Shares to the extent such issuances would result in an aggregate number exceeding 19.99% of total shares outstanding as of the date of issuance, unless stockholder approval is first obtained, in accordance with NYSE American rules and regulations.

The filing identifies SJC Lending LLC as "an 'underwriter' within the meaning of Section 2(a)(11) of the Securities Act." The third and final tranche closing, which would involve SJC purchasing an additional convertible note with a principal face amount of $1,060,000 for a purchase price of $1,000,000, is conditioned upon the SEC declaring the registration statement effective, as well as obtaining stockholder approval and subsequent NYSE American approval. The company disclosed it is a non-accelerated filer and a smaller reporting company under applicable SEC definitions.

What Was Disclosed

DeFi Capital Markets filed an S-3 registration statement on October 26, 2026, to register up to 2,650,000 common shares for resale by SJC Lending LLC, arising from convertible promissory notes with aggregate principal of up to $2,650,000, structured across three tranches under an amended securities purchase agreement.