Digital assets are transforming the financial system. We make it easy to invest in the rapidly growing blockchain revolution.
We believe that traditional investors should have the opportunity to invest in digital assets, including cryptocurrencies in a trusted and secure manner, without creating a separate brokerage or bank account.
DeFi Technologies is a financial technology company that allows traditional investors to gain exposure to a diversified portfolio of digital assets across the decentralized finance and Web3 sector. We capture the upside in the explosive growth of digital assets like Bitcoin, Ethereum, Solana and other Web3 protocols via regulated equity instruments. We are one of the only publicly traded companies built to give investors direct exposure to these nascent markets in a regulated, secure manner.
Defi Technologies has elected to follow applicable Canadian Securities Laws and rules of the Cboe Canada Exchange in lieu of the requirements of:
a. Nasdaq Listing Rule 5605(e)(1) (Independent Director Oversight of Director Nominations). Our Compensation, Nomination and Governance Committee (the “CompNomGov Committee”) Charter (the “CompNomGov Charter”) provides that the CompNomGov Committee shall be composed of at least three directors as shall be designated by the Board from time-to-time, the majority of whom shall meet any independence requirements of Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators;
b. Nasdaq Listing Rule 5605(d)(2) (Compensation Committee Composition). Our CompNomGov Charter provides that the CompNomGov Committee shall be composed of at least three directors as shall be designated by the Board from time-to-time, the majority of whom shall meet any independence requirements of Sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators;
c. Nasdaq Listing Rule 5620(c) (Quorum). Our bylaws provide that two persons present in person, each being a shareholder entitled to vote at the meeting or a duly appointed proxyholder for an absent shareholder entitled to vote at the meeting shall be a quorum at any meeting of the shareholders
d. Nasdaq Listing Rule 5605(c)(2) (Audit Committee Composition). Our Audit Committee (the “Audit Committee”) Charter provides that the Audit Committee shall be comprised of three directors as determined by the board of directors, all of whom shall meet any independence requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, any exchange upon which securities of the Company are traded, or any governmental or regulatory body exercising authority over the Company, and the more rigorous independence rules for members of the Audit Committee issued by the Securities and Exchange Commission, subject in each case to applicable transition provisions or exceptions. The Company is utilizing the phase-in provisions of Rule 5615(b)(1)(B) for the Audit Committee Composition requirement permitting one member to not satisfy the requirements. The Company will fully comply with this requirement as of the end of the phase-in period. In connection with relying on the phase-in provisions, the Company will be following Section 3.5 of NI 52-110 regarding the status of the non-independent committee member during the phase-in.
A Passive Foreign Investment Company (PFIC) for U.S. tax purposes is a foreign corporation with predominantly passive income or assets. It is defined under U.S. tax law as any foreign corporation where 75% or more of its gross income is passive, or 50% or more of its assets produce (or are held for the production of) passive income. For U.S. tax purposes, passive income includes items such as dividends, interest, rents, royalties, annuities, certain stock gains and certain foreign currency gains that are not directly related to a business.
The rules relating to PFICs are complex and Investors should consult their own tax advisors.
In general, U.S. tax resident investors who do not make any of the elections described below may be taxed at the highest applicable ordinary income rates, and be subject to an interest charge, with respect to above-average distribution amounts from the PFIC as well as regarding gains on disposals of PFIC stock.
Investors who own an interest in a PFIC are generally expected to file Form 8621, “Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund,” with their annual tax return.
Qualified Electing Fund (QEF) Election: Allows investors to include their share of the PFICs ordinary income and capital gains in their taxable income annually and preserves capital gain treatment on the sale of shares.
Mark-to-Market Election: Permits investors to recognize gains and losses annually based on the market value of PFIC shares, providing another alternative method to manage tax implications of the PFIC. This election is only available for an investment in a PFIC that is a publicly traded corporation.
The PFIC Annual Information Statement provides the necessary information for U.S. investors to report their share of the PFICs income and distributions on their tax returns for those who elect to treat the PFIC as a QEF.
The statement contains the investor’s pro-rata share of the PFIC’s ordinary earnings and net capital gain for the tax year (shown as average per day amounts) for entities that might be classified as a PFIC for U.S. tax purposes.
For more details, please refer to the PFIC Annual Information statements provided here.
DEFI Technologies is not providing tax advice. Investors should consult with their own tax advisors to determine their individual tax consequences.
AUM, as of September 30th, 2025
Cash & digital asset equivalents, 2025
AUM, as of September 30th, 2025
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