A third-party audit report could delay DeFi Technologies’ 2025 filing

DeFi Technologies Provides Update on Timing of Annual Filings

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DeFi Technologies (Nasdaq: DEFT) said it may delay filing its 2025 Annual Filings if a SOC 2 Type 2 report from a material third-party counterparty is not received by the March 31, 2026 deadline.

The company applied to the Ontario Securities Commission for a temporary management cease trade order (MCTO), will follow NP 12-203 alternative information guidelines including bi-weekly default status reports, and intends to file a Form 40-F with the SEC when the Annual Filings are completed. Management said the potential delay is not due to auditor disagreement, financial statement issues, or identified internal control weaknesses.

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Positive

• Applied for MCTO with Ontario Securities Commission
• Will issue bi-weekly default status reports under NP 12-203
• Plans simultaneous Form 40-F filing with SEC when filings complete
• Company states no auditor disagreement and no identified control weaknesses

Negative

• Possible filing delay of 2025 Annual Filings past March 31, 2026
• Potential for substantial incremental audit costs if SOC 2 report is not received
• MCTO would prohibit certain insiders from trading company securities until filings complete

-7.49%Session close to close
+19.0%Peak in 3 hr 8 min
$256.76MMarket Cap
0.9xRel. Volume

In the Mar 24 session, DEFT declined 7.49%, reflecting a notable negative market reaction.

Argus tracked a peak move of +19.0% during that session.

Our momentum scanner triggered 16 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

The stock moved -7.5% in the session following this news. A negative reaction despite management’s assurance about the nature of the potential delay would fit a pattern where regulatory and governance headlines sometimes coincided with selling, such as the -6.42% move on a leadership change and a -4.75% move on the DVIO launch. A move near -20.72% would be much larger than the average -2.43% move on past crypto‑tagged news, suggesting sensitivity to perceived reporting or compliance risk.

Fiscal year endDecember 31, 2025Year ended for the Annual Filings
Filing deadlineMarch 31, 2026Deadline for Annual Filings completion
Form 40-F year2025Annual Report on Form 40‑F to be filed with SEC
Last interim filing dateNovember 14, 2025Latest interim financial reports filed

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Crypto‑tagged news has produced mixed reactions: some strategic or marketing updates saw negative moves, while even a Nasdaq deficiency notice saw a small gain, indicating inconsistent trading responses to headlines.

Over recent months, DeFi Technologies issued several crypto‑tagged updates, including the DVIO Index launch on Feb 9, 2026 (move -4.75%) and a follow‑on webinar announcement on Feb 20, 2026 (move -3.66%). Governance news such as the General Counsel appointment on Feb 27, 2026 coincided with a -6.42% move. By contrast, a Nasdaq minimum bid price deficiency notice on Mar 6, 2026 and a conference appearance update on Mar 9, 2026 both saw modest +1.33% moves, underscoring uneven sentiment around regulatory and strategic communications.

soc 2 type 2 reporttechnical
“The potential delay relates solely to the possible timing of receipt of a SOC 2 Type 2 report”
A SOC 2 Type 2 report is an independent auditor’s assessment that a company consistently follows specific security and data-handling practices over a period of time, not just at one moment. Think of it as a multi-month safety inspection showing systems are reliably protected and monitored; investors care because it lowers operational and legal risk, supports customer trust, and can affect a company’s ability to win business and comply with rules.
management cease trade orderregulatory
“to approve a temporary management cease trade order (“MCTO”) under National Policy 12-203″
A management cease trade order is a temporary restriction that prevents a company’s directors and senior officers from buying or selling the company’s securities while important, undisclosed information is being handled or examined. It matters to investors because it signals potential material developments or regulatory reviews—think of it like a temporary lock on a building while inspectors investigate; the restriction reduces insider activity and can affect share liquidity and investor confidence until the issue is resolved.
form 40-fregulatory
“intends to file its 2025 Annual Report on Form 40-F, including the Annual Filings”
A Form 40-F is a standardized annual filing used by certain Canadian companies that trade in U.S. markets to give U.S. regulators and investors the same core financial statements and key disclosures they file in Canada. Think of it as a translated, formally packaged annual report that lets investors in a different marketplace compare a company’s results, governance and risks more easily, which reduces uncertainty and helps investment decisions.
edgarregulatory
“with the U.S. Securities and Exchange Commission (the “SEC”) on EDGAR at the same time”
EDGAR is a system used by companies to share important financial and business information with the public. It functions like an online filing cabinet where investors can access official reports and documents that help them understand a company’s financial health and operations. This transparency allows investors to make more informed decisions, much like checking a company’s report card before investing.
sedar+regulatory
“filed with the Canadian securities regulatory authorities on SEDAR+.”
SEDAR+ is Canada’s centralized online system where publicly traded companies submit required regulatory documents such as financial reports, prospectuses and disclosure statements. It gives investors a single, searchable place — like a public library or online filing cabinet — to check a company’s official records for transparency, compare performance, and verify material information before making investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, March 23, 2026 /PRNewswire/ – DeFi Technologies Inc. (the “Company” or “DeFi Technologies”) (Nasdaq: DEFT) (CBOE CA: DEFI) (GR: R9B), a financial technology company bridging the gap between traditional capital markets and decentralized finance (“DeFi”), today announced the Company may experience a delay in filing its annual financial statements, management’s discussion and analysis, and related CEO and CFO certifications for the year ended December 31, 2025 (collectively, the “Annual Filings“).

The potential delay relates solely to the possible timing of receipt of a SOC 2 Type 2 report from a material third-party counterparty that is relevant to the Company’s audit procedures. As of the date of this release, the Company has not yet determined whether the report will be received in time to support completion of the audit process by the filing deadline of March 31, 2026.

If the SOC 2 Type 2 report is received by March 31, 2026, the Company currently expects to complete its audit procedures and file the Annual Filings on time.

If the report is not received by March 31, 2026, management intends to undertake additional audit procedures, which may involve substantial incremental cost, in order to support completion of the audit and filing of the Annual Filings as promptly as possible.

The Company emphasizes that the potential delay does not relate to any disagreement with its auditors, any issues with the Company’s financial statements, or any identified weakness in the Company’s internal controls over financial reporting. Other than the possible delay in receiving the SOC 2 Type 2 report from the third-party counterparty, the audit process is otherwise expected to be completed on schedule.

In connection with the potential delay and default in the completion of the Annual Filings, the Company has made an application to the Ontario Securities Commission (the “OSC“), as principal regulator, to approve a temporary management cease trade order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“). If granted, the MCTO will prohibit trading in securities of the Company, whether direct or indirect, by certain insiders of the Company, but will not restrict trading by other parties. If the potential delay and default occur, until the Annual Filings are completed, the Company will comply with the alternative information guidelines set out in NP 12-203, including by issuing bi-weekly default status reports by way of further news releases.

In addition, the Company intends to file its 2025 Annual Report on Form 40-F, including the Annual Filings, with the U.S.
Securities and Exchange Commission (the “SEC“) on EDGAR at the same time the Annual Filings are filed with the Canadian securities regulatory authorities on SEDAR+.   

The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on November 14, 2025 of the Company’s latest interim financial reports for the period ended September 30, 2025.

DeFi Technologies will provide further updates as appropriate.

About DeFi Technologies
DeFi Technologies Inc. (Nasdaq: DEFT) (CBOE CA: DEFI) (GR: R9B) is a financial technology company bridging the gap between traditional capital markets and decentralized finance (“DeFi”). As the first Nasdaq-listed digital asset manager of its kind, DeFi Technologies offers equity investors diversified exposure to the broader decentralized economy through its integrated and scalable business model. This includes Valour, which offers access to over one hundred of the world’s most innovative digital assets via regulated ETPs; Stillman Digital, a digital asset prime brokerage focused on <a href="https://xpertsstudio.com/bitcoin-etfs-spark-new-institutional-enthusiasm-for-crypto/” title=”Bitcoin ETFs Spark New Institutional Enthusiasm for Crypto”>institutional-grade execution and liquidity; Reflexivity Research, which provides leading research into the digital asset space; and DeFi Alpha, the Company’s internal arbitrage and trading business line. With deep expertise across capital markets and emerging technologies, DeFi Technologies is building the institutional gateway to the future of finance. Follow DeFi Technologies on LinkedIn and X/Twitter, and for more details, visit https://defi.tech/.

DeFi Technologies Subsidiaries

About ValourValour Inc. and Valour Digital Securities Limited (together, “Valour”) issues exchange traded products (“ETPs”) that enable retail and institutional investors to access digital assets in a simple and secure waymanagement business line of DeFi Technologies. For more information about Valour, to subscribe, or to receive updates, visit valour.com

About Stillman Digital
Stillman Digital is a leading digital asset liquidity provider that offers limitless liquidity solutions for businesses, focusing on industry-leading trade execution, settlement, and technology. For more information, please visit https://www.stillmandigital.com.

About Reflexivity Research
Reflexivity Research LLC is a leading research firm specializing in the creation of high-quality, in-depth research reports for the bitcoin and digital asset industry, empowering investors with valuable insights. For more information please visit https://www.reflexivityresearch.com/.

Cautionary note regarding forward-looking information:

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to the timing of filing for the Annual Filings and its 2025 Annual Report on Form 40-F, the potential issuance of the MCTO by the OSC, financial results of the Company; revenue outlook of the Company and its business segments; growth of AUM; geographic expansion of the Company’s core businesses; revenue generating opportunities for the Company’s digital asset holdings; upcoming ETP launches; revenue generation by DeFi Alpha and competitive factors; integration of Stillman Digital and plans and outlook for 2026; fluctuation in digital asset prices; geographic expansion of the Company; investment and interest in the digital asset sector; development of the DeFi Advisory business line; future collaborations and partnerships; development of ETPs; future acquisitions by the Company; the regulatory environment with respect to the growth and adoption of decentralized finance; the pursuit by DeFi Technologies and its subsidiaries of business opportunities; and the merits or potential returns of any such opportunities. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company, as the case may be, to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, but are not limited to the acceptance of Valour exchange traded products by exchanges; ability of the Company to successfully integrate and grow Reflexivity Research, Stillman Digital, and DeFi Advisory; the proliferation of digital asset treasury companies; growth and development of DeFi and the digital asset sector; rules and regulations with respect to DeFi and digital assets; fluctuation in digital asset price levels; general business, economic, competitive, political and social uncertainties. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

THE CBOE CANADA
EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE

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Why might DEFT miss the March 31, 2026 annual filing deadline?

The company may miss the deadline if a SOC 2 Type 2 report from a material third-party counterparty is not received by March 31, 2026. According to the company, that report is relevant to its audit procedures and timing of audit completion.

What is DeFi Technologies’ plan if the SOC 2 report is not received by March 31, 2026?

Management intends to perform additional audit procedures and file as promptly as possible if the SOC 2 report is delayed. According to the company, these steps may involve substantial incremental cost to support completion of the audit and filings.

What does the MCTO application mean for DEFT insiders and trading?

If granted, the MCTO will prohibit certain insiders from trading DEFT securities until filings are completed, but will not restrict trading by other parties. According to the company, the MCTO is sought as a regulatory precaution under NP 12-203.

Will DeFi Technologies still file with the U.S. SEC if there is a delay?

Yes. The company intends to file its 2025 Annual Report on Form 40-F with the SEC on EDGAR when the Annual Filings are filed with Canadian authorities. According to the company, filings will be submitted simultaneously across jurisdictions.

Does the potential delay indicate problems with financial statements or controls at DEFT?

No. The company emphasized the potential delay is unrelated to auditor disagreement, financial statement issues, or identified internal control weaknesses. According to the company, the sole timing risk is the third-party SOC 2 Type 2 report.

How will DeFi Technologies communicate updates during a filing default period?

The company will comply with NP 12-203 alternative information guidelines and issue bi-weekly default status reports by news release until filings are complete. According to the company, further updates will be provided as appropriate during the period.

Source: www.stocktitan.net