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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DeFi Development Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| September 5, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF OUR INFORMATION STATEMENT To our Stockholders: NOTICE IS HEREBY GIVEN that on August 28, 2025 (the “Record Date”), the holders of approximately 84.31% of the outstanding voting power (the “Majority Stockholders”) of DeFi Development Corp., a Delaware corporation |
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| September 2, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
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| September 2, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025 As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 DEFI DEVELOPMENT CORP (Exact name of Registrant as Specified in Its Charter) Delaware 001-41748 83-2676794 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 28, 2025 |
DeFi Dev Corp. Purchases $77M SOL Following Recent Equity Raise Exhibit 99.1 August 28, 2025 DeFi Dev Corp. Purchases $77M SOL Following Recent Equity Raise BOCA RATON, FL — August 28, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the acquisition of 407,247 SOL at an average price of $188.98 per token. The acquisition was funded fro |
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| August 26, 2025 |
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT August 24, 2025 Cantor Fitzgerald & Co 110 East 59th Street New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), DeFi Development Corp., a Delaware corporation, including its present and future subsidiaries and affiliates (the “Company”), hereby agrees to sell up to an aggregate of $124,999,943 |
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| August 26, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of August, 2025, by and among DeFi Development Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). WHEREAS, Subscriber desires to subscribe for and purchase from the Issuer that (i) number of shares of the Issuer’s common stock, par va |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 DEFI DEVELOPMENT CORP (Exact name of Registrant as Specified in Its Charter) Delaware 001-41748 83-2676794 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 26, 2025 |
DeFi Development Corp. Announces $125 Million Equity Raise to Accelerate Solana Treasury Growth Exhibit 99.1 DeFi Development Corp. Announces $125 Million Equity Raise to Accelerate Solana Treasury Growth BOCA RATON, FL, Aug. 25, 2025 (GLOBE NEWSWIRE) - DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced that it has entered into definitive agreements for a $125 million equ |
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| August 26, 2025 |
Exhibit 4.1 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE |
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| August 14, 2025 |
DeFi Development Corp (formerly Janover Inc.) 2023 Equity Incentive Plan. Exhibit 10.1 DEFI DEVELOPMENT CORP. (formerly JANOVER INC.) 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant o |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 DeFi DEVELO |
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| August 14, 2025 |
DeFi Development Corp Restricted Stock Unit Agreement. Exhibit 10.2 DEFI DEVELOPMENT CORP (formerly JANOVER INC.) 2023 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the DeFi Development Corp (formerly Janover Inc.) 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notic |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| August 12, 2025 |
DeFi Development Corp. Announces Second Quarter 2025 Earnings Exhibit 99.1 DeFi Development Corp. Announces Second Quarter 2025 Earnings BOCA RATON, FL — August 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its 2Q 2025 Shareholder Letter and Business Update. To read the full update, please visit: https:/ |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| August 4, 2025 |
DeFi Dev Corp. Purchases $18M SOL, Grows Treasury to 1.29M SOL Exhibit 99.1 DeFi Dev Corp. Purchases $18M SOL, Grows Treasury to 1.29M SOL BOCA RATON, FL — August 4, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds approximately 1,293,562 SOL and SOL equivalents on its balance sheet, inclusive of rewards generated through |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 31, 2025 |
Exhibit 10.1 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of July 25, 2025 by and between BitGo Hong Kong Limited (“BitGo,” “BitGo Hong Kong Limited,” or “Lender”), a limited liability company organized and existing under the laws of Hong Kong, and DeFi Development Corp (“Borrower”) (each, a “Party” and together, the “Parties”). WHEREAS, subject to the terms and c |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 29, 2025 |
DeFi Dev Corp. Grows Treasury to 1.18M SOL, Raises $20M from Equity Line of Credit Exhibit 99.1 July 29, 2025 DeFi Dev Corp. Grows Treasury to 1.18M SOL, Raises $20M from Equity Line of Credit BOCA RATON, FL — July 29, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds approximately 1,182,685 SOL and SOL equivalents on its balance sheet, inclu |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorpora |
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| July 22, 2025 |
DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit Exhibit 99.1 July 21, 2025 DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit CORRECTED: The originally reported SOL purchase amount was overstated by 1,000 SOL, and organic growth was understated by 1,000 SOL. These figures have been updated below to reflect the correct totals. No changes to our total SOL holdings or SPS. BOCA RATON, FL — July 21, 2025 — D |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 21, 2025 |
DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit Exhibit 99.1 DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit BOCA RATON, FL — July 21, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds 999,999 SOL and SOL equivalents on its balance sheet. This milestone follows the |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 17, 2025 |
Exhibit 99.1 DeFi Dev Corp. Announces Global Expansion Through Strategic Treasury Franchising Model - DFDV Treasury Accelerator Partnerships with Kraken, Pantera, Arrington, RK Capital, and Borderless Capital to Power Global Rollout BOCA RATON, FL — July 17, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compo |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 14, 2025 |
DeFi Development Corp. Sets 1.0 SPS Target by December 2028, Issues First Forward-Looking Guidance Exhibit 99.2 DeFi Development Corp. Sets 1.0 SPS Target by December 2028, Issues First Forward-Looking Guidance BOCA RATON, FL — July 14, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today issued its first forward-looking guidance on SOL per Share (“SPS”), the Company’s primary pe |
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| July 14, 2025 |
Exhibit 99.1 Forward - Looking Statements 2 This presentation has been prepared by DeFi Development Corp. (“DeFi”) (NASDAQ:DFDV) for informational purposes only and not for any other purpose. We have prepared this presentation solely to illustrate the businesses of DeFi, and it does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of DeFi. Nothing contained in |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 8, 2025 |
DeFi Development Corp. Announces June 2025 Business Update Exhibit 99.1 DeFi Development Corp. Announces June 2025 Business Update BOCA RATON, FL — July 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its June 2025 Shareholder Letter and Business Update. To read the full update, please visit: https://def |
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| July 7, 2025 |
DeFi Development Corp. Announces Upsized $112.5 Million of Convertible Notes Exhibit 99.2 DeFi Development Corp. Announces Upsized $112.5 Million of Convertible Notes BOCA RATON, FL — July 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the pricing of its upsized private offering of $112.5 million aggregate principal amount |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 7, 2025 |
DeFi Development Corp. Announces Proposed Private Offering of $100 Million of Convertible Notes Exhibit 99.1 DeFi Development Corp. Announces Proposed Private Offering of $100 Million of Convertible Notes BOCA RATON, FL — July 1, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced that it intends to offer, subject to market conditions and other factors, $100 million ag |
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| July 7, 2025 |
Exhibit 4.1 Execution Version DEFI DEVELOPMENT CORP. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 7, 2025 5.50% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 8 Section 1.03. Rules of Construction. 8 Article 2. The Notes 9 Section 2.01. |
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| July 7, 2025 |
Form of Prepaid Forward Stock Purchase Confirmation Exhibit 10.1 To: DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Attention: [] E-mail: [] From: [Dealer] Re: Forward Stock Purchase Transaction Date: July 1, 2025 Dear Sir / Madam: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [Dealer] (“Dealer”) and DeFi Development Corp. ( |
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| June 24, 2025 |
DeFi Development Corp. Resale of up to 39,350,952 Shares of Common Stock Filing Pursuant to Rule 424(b)(3) Registration No. 333-288067 DeFi Development Corp. Resale of up to 39,350,952 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by RK Capital Management LLC and its affiliates identified in this prospectus (collectively, “RK Capital” or the “Selling Stockholder”) of up to 39,350,952 shares of common stock of DeFi Deve |
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| June 24, 2025 |
DeFi Development Corp. Up to 12,375,896 Shares of Common Stock Offered by Selling Stockholders Filing Pursuant to Rule 424(b)(3) Registration No. 333-287964 DeFi Development Corp. Up to 12,375,896 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders”) identified herein of (i) 4,306,527 shares of our common stock, par value $0.00001 per share (“Common Stock”), issuable upon the conv |
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| June 23, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 23, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 11, 2025 File No. 333-287964 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amen |
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| June 23, 2025 |
As filed with the Securities and Exchange Commission on June 23, 2025 As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. |
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| June 20, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 20, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 16, 2025 File No. 333-288067 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amen |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025. As filed with the Securities and Exchange Commission on June 20, 2025. Registration No. 333-288067 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 7389 83-2676794 (State or other jurisdiction of incorporat |
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| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025. As filed with the Securities and Exchange Commission on June 16, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 7389 83-2676794 (State or other jurisdiction of incorporation or organization) (Pri |
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| June 16, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) DeFi Development Corp. |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| June 12, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 11, 2025 is made by and between RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQ Master Fund LP, a partnership organized under the laws of the Cayman Islands (each, the “Investor” |
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| June 12, 2025 |
DeFi Development Corp. Announces $5 Billion Equity Line of Credit Exhibit 99.1 DeFi Development Corp. Announces $5 Billion Equity Line of Credit BOCA RATON, FL — June 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first U.S. public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it has entered into a share purchase agreement (the “ELOC”) with RK Capital Management LLC (“ |
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| June 12, 2025 |
Exhibit 10.1 Execution Version SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of June 11, 2025, is made by and between, RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQ Master Fund LP, a partnership organized under the laws of the Cayman Islands and its affiliates (each, the |
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| June 11, 2025 |
As filed with the Securities and Exchange Commission on June 11, 2025 As filed with the Securities and Exchange Commission on June 11, 2025 Registration No. |
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| June 11, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 11, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: DeFi Development Corp. Application for Withdrawal of Registration Statement on Form S-3 (File No. 333-286767) Ladies and Gentlemen: On April 25, 2025, DeFi Development Corp., a Delawar |
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| June 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) DeFi Development Corp. |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| June 5, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of May 30, 2025 (this “Agreement”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| June 3, 2025 |
Exhibit 99.1 DeFi Development Corp. Delivers Record Month with Key Integrations, Treasury Growth, and Institutional Partnerships BOCA RATON, FL — June 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced a record-setting May 2025 highlighted by signi |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| June 2, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF OUR INFORMATION STATEMENT To our Stockholders: NOTICE IS HEREBY GIVEN that on May 20, 2025 (the “Record Date”), the holders of approximately 92.31% of the outstanding voting power (the “Majority Stockholders”) of DeFi Development Corp., a Delaware corporation (th |
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| May 23, 2025 |
May 23, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N. |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| May 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) DeFi Development Corp. |
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| May 21, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| May 21, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DEFI DEVELOPMENT CORP. DeFi Development Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorpora |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| May 20, 2025 |
Exhibit 99.2 DeFi Development Corp. Introduces New Treasury Strategy Compensation Plan Tied to SOL Per Share (SPS) BOCA RATON, FL — May 14, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), announced today that its Board of Directors has approved a new compensation framework for the Compan |
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| May 20, 2025 |
Exhibit 99.1 F O rward - L OO king Statements 2 Thiз preзentatiоn haз been prepared by DeFi Develоpment Cоrp. (“DeFi”) (NASDAQ:DFDV) fоr infоrmatiоnal purpозeз оnly and nоt fоr any оther purpозe. Thiз preзentatiоn iз highly cоnfidential and prоprietary tо DeFi and may nоt be reprоduced оr оtherwiзe diззeminated, in whоle оr in part, withоut the priоr written cоnзent оf DeFi. We have prepared thiз p |
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| May 16, 2025 |
May 16, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 DEFI DEV |
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| May 16, 2025 |
May 16, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 DeFi DEVEL |
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| May 9, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| May 9, 2025 |
DeFi Development Corp. Announces Seven-For-One Stock Split Exhibit 99.1 May 07, 2025 DeFi Development Corp. Announces Seven-For-One Stock Split BOCA RATON, FL — May 07, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (“DeFi Dev Corp” or the “Company”), or formally known as Janover Inc. (Nasdaq: JNVR), the leading public-market vehicle for Solana (“SOL”) accumulation, today announced that its Board of Directors has approved a 7-for-1 forward stock split of th |
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| May 6, 2025 |
Up to $50,000,000 DEFI DEVELOPMENT CORP. (f/k/a JANOVER INC.) Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 27, 2024) Registration No. |
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| May 6, 2025 |
Exhibit 1.2 Amendment to At The Market Offering Agreement May 2, 2025 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: Reference is made to the At The Market Offering Agreement dated August 1, 2024 (the “Sales Agreement”) between Janover Inc., now Defi Development Corp. (the “Company”), and R.F. Lafferty & Co., Inc. (“Lafferty”) relating to the es |
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| May 5, 2025 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| May 5, 2025 |
Exhibit 10.1 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (this “IP Assignment”), dated as of May 1, 2025, is entered into by and between Solsync Solutions Partnership, an Alaska general partnership (“Assignor”) and DeFi Development Corp., a Delaware corporation (“Assignee”). WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agr |
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| May 5, 2025 |
Exhibit 99.1 DeFi Development Corp. Announces $24 Million Private Placement to Accelerate Solana Accumulation Strategy BOCA RATON, FL — May 1, 2025 — DeFi Development Corp. (Nasdaq: JNVR) (“DeFi Dev Corp” or the “Company”) today announces that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceed |
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| May 5, 2025 |
Exhibit 10.2 Assignment and Assumption Agreement This Assignment and Assumption Agreement (this “Agreement”), effective as of May 1, 2025 (the “Effective Date”), is by and between Solsync Solutions Partnership, an Alaska general partnership (the “Seller”), and DeFi Development Corp., a Delaware corporation (“Buyer”). WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| May 5, 2025 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among SOLSYNC SOLUTIONS PARTNERSHIP PARKER WHITE and DEFI DEVELOPMENT CORP. dated as of May 1, 2025 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 Section 1.01 Sale of Assets. 1 Section 1.02 Liabilities. 2 Section 1.03 Purchase Price. 3 Section 1.04 Purchase Price Adjustments. Section 1.05 Allocation of Purchase Price. 3 ARTICLE II CLOSING 4 Section 2.0 |
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| May 5, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2025, is by and between DeFi Development Corp., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, the “Investors” and together with the Company, the “Parties” and each a “Party”). RECITALS A |
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| May 5, 2025 |
DeFi Dev Corp. Advances Solana Treasury Strategy with Validator Business Acquisition Exhibit 99.1 DeFi Dev Corp. Advances Solana Treasury Strategy with Validator Business Acquisition BOCA RATON, FL — May 5, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (“DeFi Dev Corp” or the “Company”) the leading public-market vehicle for Solana (SOL) accumulation, today announced that it has entered into a definitive agreement to acquire a Solana validator business with an average delegated stak |
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| May 5, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2025, is by and among DeFi Development Corp., a Delaware corporation (the “Company”), and the several Investors signatory hereto (individually as an “Holder” and collectively together with their respective permitted assigns, the “Holders”). RECITALS A. In connection with the Securit |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) DeFi Development Corp. |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 25, 2025 As filed with the Securities and Exchange Commission on April 25, 2025 Registration No. |
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| April 24, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| April 24, 2025 |
Exhibit 16.1 April 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sir/Madam: We have read Item 4.01(a) of Form 8-K dated April 24, 2025, of DeFi Development Corp., formerly known as Janover Inc. and are in agreement with the statements contained therein concerning our firm. We have no basis to agree or disagree with other statements of the registrant conta |
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| April 23, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANOVER INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Janover Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: A re |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| April 23, 2025 |
Exhibit 99.1 April 22, 2025 Janover Inc. Announces Corporate Name Change to DeFi Development Corporation BOCA RATON, FL — April 22, 2025 — Janover Inc. (Nasdaq: JNVR) today announced that it has officially changed its corporate name to DeFi Development Corporation, reflecting its evolution into a crypto treasury vehicle designed for public market investors. In connection with the name change, the |
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| April 23, 2025 |
Exhibit 99.2 April 23, 2025 DeFi Development Corporation Appoints John Han as Chief Financial Officer BOCA RATON, FL — April 23, 2025 — DeFi Development Corporation (Nasdaq: JNVR) (the “Company”) today announced the appointment of Fei “John” Han as Chief Financial Officer, as well as Dan Kang (“DK”) as Head of Investor Relations. The new appointments underscore the Company’s commitment to building |
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| April 23, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DEFI DEVELOPMENT CORP. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, # 104, City of Wilmington, County of New Castle, Delaware, Zip Code 19810 or in such other location as the Board of Directors of the corporation (the “ |
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| April 23, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 14, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, the “Parties” and individually a “Party”).Capitalized terms used herein and not otherwise defined shall have the meanings s |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| April 15, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth |
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| April 15, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set fort |
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| April 15, 2025 |
Up to $14,913,764 JANOVER INC. Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 27, 2024) Registration No. |
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| April 10, 2025 |
Exhibit 99.1 April 10, 2025 Janover Purchases Approximately $4.6 Million of Solana (SOL) as Part of New Treasury Strategy BOCA RATON, FL — April 10, 2025 — Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”) announced today the purchase of approximately $4.6 million Solana (SOL) — the first execution under its newly adopted digital asset treasury strategy. The Company will begin staking its S |
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| April 10, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| April 7, 2025 |
Exhibit 4.2 CONFIDENTIAL JANOVER INC. Warrant To Purchase Common Stock Date of Issuance: April 6, 2025 (“Issuance Date”) Janover, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the |
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| April 7, 2025 |
Exhibit 99.1 DeFi Devel O pment C O rp O rati O n F O rward - L OO king Statements Thiз preзentatiоn соntainз зtatementз that may be соnзidered fоrward - lооking зtatementз, зuсh aз management’з expeсtatiоnз regarding buзineзз planз, finanсial оbjeсtiveз and prоjeсtiоnз, earningз grоwth, finanсing planз, and prозpeсtз. Fоrward - lооking зtatementз are baзed оnly оn оur сurrent beliefз, expeсtatiоnз |
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| April 7, 2025 |
Exhibit 99.3 Crypto Industry Leaders Acquire Majority Ownership of Janover Inc. New Leadership Eyes Solana Treasury Strategy April 7, 2025 – An all-former-Kraken team dedicated to bridging the liquidity gap between Traditional Finance (TradFi) and Decentralized Finance (DeFi) has acquired majority ownership in Janover Inc. (NASDAQ: JNVR) (“Janover” or the “Company”). The Board of Directors appoint |
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| April 7, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 6, 2025, is by and between Janover, Inc a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, the “Investors” and together with the Company, the “Parties” and each a “Party”). RECITALS A. The Com |
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| April 7, 2025 |
Exhibit 99.2 New Janover Management Team Raises Approximately $42 Million to Enhance U.S. Public Market Digital Asset Treasury Strategy April 7, 2025 – Janover, Inc. (NASDAQ: JNVR) (the “Company”) announced today that it had raised approximately $42 million in an offering of convertible notes and warrants from Pantera Capital, Kraken, Arrington Capital, Protagonist, The Norstar Group, Third Party |
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| April 7, 2025 |
Exhibit 4.3 CONFIDENTIAL JANOVER INC. Warrant To Purchase Common Stock Date of Issuance: April 6, 2025 (“Issuance Date”) Janover, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the |
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| April 7, 2025 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| March 27, 2025 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT JANOVER INC. Subsidiaries Wholly-Owned by Janover Inc. (“Company”) Entity Name State of Incorporation Groundbreaker Tech Inc. Delaware Janover Insurance Group Inc. Delaware |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 JANOVER INC. (Exact name o |
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| March 27, 2025 |
Description of Registrant’s Capital Stock. Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK General The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Capital Stock,” you should refer to our amended and restated certificate of incorporation, |
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| March 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| March 13, 2025 |
Exhibit 99.1 Janover Inc. Reports Fourth Quarter and Full Year 2024 Financial Results with a 488% Increase in SaaS Revenue and 80% YoY Quarterly Growth Reports an 73% improvement in YoY quarterly cashflow from operations and a 194% increase in YoY ARR. BOCA RATON, FL - March 13, 2025 - Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform connecting the commercial real e |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| December 30, 2024 |
Certificate of Amendment to Certificate of Incorporation of Janover Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JANOVER INC. Janover Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorporation (this “Certific |
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| December 30, 2024 |
Janover Announces 1-for-8 Reverse Stock Split as Part of Nasdaq Compliance Plan Exhibit 99.1 Janover Announces 1-for-8 Reverse Stock Split as Part of Nasdaq Compliance Plan Boca Raton, FL – December 26, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform connecting the commercial real estate industry, today announced that it will effect a 1-for-8 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 |
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| December 20, 2024 |
Certificate of Amendment to Certificate of Incorporation of Janover Inc. EX-3.1 2 cm501ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANOVER INC. Janover Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify that: 1. This Certificate of Amendment to Amended and Restated Certificate |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement JANOVER INC. (Name of Registrant As |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement JANOVER INC. (Name of Registrant As |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVE |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under § 240. |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under § 240. |
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| September 10, 2024 |
R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 September 10, 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 September 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Aisha Adegbuyi and Ms. Tonya Aldave Re: Janover Inc. Registration Statement on Form S-3 File No. 333-281185 Ladies and Gentlemen: In accordance with Rule 461 under the Se |
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| September 10, 2024 |
Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 September 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Aisha Adegbuyi, and Ms. Tonya Aldave Re: Janover Inc.’s Request for Acceleration Registration Statement on Form S-3 File No. 333-281185 Ladies and Gentlemen: Pursuant to R |
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| August 27, 2024 |
August 27, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 27, 2024 |
As filed with the Securities and Exchange Commission on August 27, 2024 As filed with the Securities and Exchange Commission on August 27, 2024 Registration No. |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVER INC |
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| August 6, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [·], 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 Ladies and Gentlemen: This letter agreement (this “Agreement”) constitutes the agreement between R.F. Lafferty & Co., Inc. (the “Placement Agent”) and Janover Inc., a company incorporated under the law of the State of Delaware (the “Company”), pursuant to which the Placement Age |
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| August 6, 2024 |
Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA |
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| August 6, 2024 |
FORM OF PRE-FUNDED WARRANT JANOVER INC. Exhibit 3.1 FORM OF PRE-FUNDED WARRANT JANOVER INC. Warrant Shares: [●] Initial Exercise Date: [●], 2024 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial E |
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| August 6, 2024 |
Exhibit 12.1 August 6, 2024 Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Attn: Board of Directors Re: Janover Inc. Offering Statement on Form 1-A Tier 2 best efforts offering of up to (I) 8,000,000 Shares of Common Stock and/or Pre-Funded Warrants to purchase up to 8,000,000 Shares of Common Stock (the “Company Shares”), and (II) 1,500,000 shares of common stock on behalf |
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| August 6, 2024 |
Consent of Independent Registered Public Accounting Firm EXHIBIT 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use, in this Offering Statement on Form 1-A, of our report dated March 28, 2024, with respect to our audit on the consolidated financial statements of Janover, Inc. as of and for the years ended December 31, 2023 and 2022, which includes an explanatory paragraph regarding substantial doubt about its ability to |
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| August 6, 2024 |
PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024 PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| August 1, 2024 |
Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 1, 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: Janover Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Janover Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity |
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| August 1, 2024 |
Exhibit 4.2 JANOVER INC. as the Company and as Trustee Senior Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Dating 6 Section |
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| August 1, 2024 |
Form of Subordinated Indenture. Exhibit 4.3 JANOVER INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Dating 6 Se |
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| July 19, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| July 2, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY JANOVER INC. PURSUANT TO 17 C.F.R. Section 200.83 The registrant is submitting this draft offering statement for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended. PRELIMINARY OFFERING CIRCULAR DATED [ ], 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the S |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| May 14, 2024 |
Exhibit 99.1 Janover Reports First Quarter 2024 Financial Results and Provides Business Update Achieves 17% Sequential Increase in Revenue for Q1 2024 Compared to Q4 2023 18% of the Total Revenue Consisted of Recurring Revenue Quarterly Revenue Per Transaction Increased 10% Boca Raton, FL – May 14, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform for commerci |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVER IN |
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| March 28, 2024 |
Exhibit 99.1 Janover Reports Fiscal 2023 Financial Results and Provides Business Update Reports 54% Increase in Revenue Per Transaction in 2023 Revenue from Small Business Transactions Grows More Than 100% for Second Consecutive Year Boca Raton, FL – March 28, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform for commercial real estate transactions, today prov |
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| March 28, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT JANOVER INC. Subsidiaries Wholly-Owned by Janover Inc. (“Company”) Entity Name State of Incorporation Groundbreaker Tech Inc. Delaware Janover Insurance Group Inc. Delaware |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 JANOVER INC. (Exact name o |
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| March 28, 2024 |
Exhibit 19.1 JANOVER INC. Amended and Restated Insider Trading Policy Adopted and Effective as of September 1, 2023 This Amended and Restated Insider Trading Policy amends, restates and replaces the Company’s previous policy. THIS memorandum sets forth the policy of Janover Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| February 15, 2024 |
Exhibit 99.1 A S S EE N IN Nasdaq JNVR The AI Platform for the $1T+ Commercial Transactions Market Disclaimer Forward - Looking Statements This communication includes forward - looking statements based on the Company's current expectations and projections about future events . All statements contained in this communication other than statements of historical fact, including any statements regardin |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Numbe |
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| January 11, 2024 |
Exhibit 99.1 Janover Launches its Insurtech Startup, Janover Insurance Group Transforming the Landscape of Commercial Property Insurance through Generative AI Engages Tyler Schapiro, CEO of Flagler Insurance as a Consultant Boca Raton, FL – January 8, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform for commercial real estate transactions, today announced tha |
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| November 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| November 28, 2023 |
Exhibit 10.1 JANOVER INC. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Janover Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirem |
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| November 22, 2023 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among GROUNDBREAKER TECHNOLOGIES INC., JAKE MARMULSTEIN, GROUNDREAKER TECH INC. and JANOVER INC. dated as of November 17, 2023 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 4 Section 1.01 Sale of Assets. 4 Section 1.02 Liabilities. 5 Section 1.03 Purchase Price. 6 Section 1.04 Purchase Price Adjustments. 7 Section 1.05 Allocation of Purchase Price. 10 Se |
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| November 22, 2023 |
Exhibit 10.2 Assignment and Assumption Agreement This Assignment and Assumption Agreement (this “Agreement”), effective as of November 17, 2023 (the “Effective Date”), is by and between Groundbreaker Technologies Inc., a Delaware corporation (the “Seller”), and Groundbreaker Tech Inc., a Delaware corporation (“Buyer”). WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreeme |
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| November 22, 2023 |
Lock Up/Leak Out Agreement, dated as of November 17, 2023 Exhibit 10.3 LOCK UP/LEAK-OUT AGREEMENT THIS LOCK UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of November 17, 2023 (the “Effective Date”), by and between Groundbreaker Tech Inc., a Delaware corporation (“Buyer”), Janover Inc., a Delaware corporation and owner of the 100% share capital of the Buyer (the “Parent”), and the party whose signature appears on the signature page t |
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| November 22, 2023 |
Exhibit 10.1 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (this “IP Assignment”), dated as of November 17, 2023, is entered into by and between Groundbreaker Technologies Inc., a Delaware corporation (“Assignor”) and Groundbreaker Tech Inc., a Delaware corporation (“Assignee”). WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase A |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| November 22, 2023 |
Exhibit 99.1 Janover Acquires Groundbreaker, a Profitable SaaS Platform, Establishing a Comprehensive Marketplace for Commercial Real Estate Janover expects to convert nearly 15% of its revenue to SAAS subscription software revenue Acquisition complements Janover’s loan marketplace with a first-in-class equity funding platform Boca Raton, FL – November 20, 2023 – Janover Inc. (Nasdaq: JNVR) (“Jano |
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| November 16, 2023 |
Janover Announces Share Repurchase Program Janover Announces Share Repurchase Program Boca Raton, FL – November 16, 2023 – Janover Inc. |
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| November 16, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| November 14, 2023 |
Janover Inc. 2023 Equity Incentive Plan Exhibit 10.2 JANOVER INC. 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility, · to provide additional incentive to Employees, Directors and Consultants, and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstat |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVE |
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| October 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement JANOVER INC. (Name of Registrant As |
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| September 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| September 8, 2023 |
Exhibit 99.1 Janover Inc. Nasdaq : JNVR The AI - Enabled Digital Marketplace for the $ 4 T + commercial loan market Disclaimer Forward - Looking Statements This communication includes forward - looking statements based on the Company's current expectations and projections about future events . All statements contained in this communication other than statements of historical fact, including any st |
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| September 7, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of September 7, 2023 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Bruce Rosenbloom (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 6, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| September 7, 2023 |
Janover Inc. Appoints Finance Veteran Bruce S. Rosenbloom, CPA as its Chief Financial Officer Exhibit 99.1 Janover Inc. Appoints Finance Veteran Bruce S. Rosenbloom, CPA as its Chief Financial Officer Boca Raton, FL – September 07, 2023 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, today announced the appointment of Bruce S. Rosenbloom, CPA as Chief Financial Officer |
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| September 5, 2023 |
Exhibit 99.1 Janover Inc. Provides Business Update for the Second Quarter of 2023 Reports 29% sequential quarterly revenue growth from the first quarter of 2023 to the second quarter of 2023 Boca Raton, FL – September 05, 2023 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled, B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, t |
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| September 5, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVER INC |
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| July 28, 2023 |
Janover Inc. Announces Closing of $5.65 Million Initial Public Offering Exhibit 99.2 Janover Inc. Announces Closing of $5.65 Million Initial Public Offering Boca Raton, FL – July 27, 2023 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, today announced that it has closed its previously announced initial public offering of 1,412,500 shares of common stock at a |
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| July 28, 2023 |
Janover Inc. Announces Pricing of $5.65 Million Initial Public Offering and Nasdaq Listing Exhibit 99.1 Janover Inc. Announces Pricing of $5.65 Million Initial Public Offering and Nasdaq Listing Boca Raton, FL – July 24, 2023 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, today announced the pricing of its initial public offering of 1,412,500 shares of common stock at a public |
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| July 28, 2023 |
Exhibit 4.2 EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| July 28, 2023 |
Underwriting Agreement dated July 24, 2023. Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters New York, New York July 24, 2023 Spartan Capital Securities, LLC 45 Broadw |
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| July 28, 2023 |
Exhibit 4.1 EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2023 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| July 26, 2023 |
PROSPECTUS JANOVER INC. 1,412,500 Shares of Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-267907 Registration No. 333-273403 PROSPECTUS JANOVER INC. 1,412,500 Shares of Common Stock We are offering up to 1,412,500 shares of our common stock, par value $0.00001 per share at an initial public offering price of $4.00 per share. Before this offering, there has been no public market for shares of our common stock. In addition to the unde |
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| July 26, 2023 |
PROSPECTUS JANOVER INC. 1,412,500 Shares of Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-267907 Registration No. 333-273403 PROSPECTUS JANOVER INC. 1,412,500 Shares of Common Stock We are offering up to 1,412,500 shares of our common stock, par value $0.00001 per share at an initial public offering price of $4.00 per share. Before this offering, there has been no public market for shares of our common stock. In addition to the unde |
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| July 26, 2023 |
JANOVER INC. 1,619,590 Shares of Common Stock Filed Pursuant to Rule 424(b)(4) Registration No. 333-267907 PROSPECTUS JANOVER INC. 1,619,590 Shares of Common Stock This prospectus relates to 1,619,590 shares of common stock of Janover Inc., par value $0.00001 that may be sold from time to time by the selling stockholders named in this prospectus. We will not receive any proceeds from the sales of outstanding common stock by the selling stockh |
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| July 24, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Shares Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee(6) Fees to Be Paid Common Stock, |
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| July 24, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 24, 2023. As filed with the U.S. Securities and Exchange Commission on July 24, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or organization) (Primary |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 83-2676794 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 6401 Congress Avenue, Sui |
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| July 19, 2023 |
Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 July 19, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eric Envall and Susan Block Re: Janover Inc. Registration Statement on Form S-1, as amended File No. 333-267907 Ladies and Gentlemen: Pursuant to Rules 460 and 461 of the |
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| July 19, 2023 |
July 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Eric Envall Re: Janover Inc. Registration Statement on Form S-1 File No. 333-267907 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: July 24, 2023 Requested Time: 5:30 pm, Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Se |
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| July 14, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 14, 2023. As filed with the U.S. Securities and Exchange Commission on July 14, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 7) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or |
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| July 14, 2023 |
Form of Representatives’ Warrant Exhibit 4.4 EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| July 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 12, 2023. As filed with the U.S. Securities and Exchange Commission on July 12, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 6) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or |
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| July 12, 2023 |
Form of Representatives’ Warrant Exhibit 4.4 EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| July 12, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters New York, New York , 2023 Spartan Capital Securities, LLC 45 Broadway, 19t |
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| July 7, 2023 |
As filed with the U.S. Securities and Exchange Commission on July 7, 2023. As filed with the U.S. Securities and Exchange Commission on July 7, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 5) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or |
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| June 29, 2023 |
June 29, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Eric Envall Re: Janover Inc. Amendment No. 3 to Registration Statement Filed on June 12, 2023 File No. 333-267907 Dear Mr. Envall: On behalf of our client, Janover Inc. (the “Company”), we have set forth below our responses to the commen |
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| June 29, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 29, 2023. As filed with the U.S. Securities and Exchange Commission on June 29, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 4) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or |
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| June 29, 2023 |
Exhibit 107 to Form S-1/A filed June 29, 2023 EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Shares Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee(6) Fees to Be Paid Common Stock, |
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| June 12, 2023 |
As filed with the U.S. Securities and Exchange Commission on June 12, 2023. As filed with the U.S. Securities and Exchange Commission on June 12, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or |
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| June 12, 2023 |
Exhibit 4.4 to Form S-1/A filed June 12, 2023 Exhibit 4.4 EXHIBIT A Form of Representatives’ Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| June 12, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Shares Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee(6) Fees to Be Paid Common Stock, |
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| June 12, 2023 |
Exhibit 3.5 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION (Pursuant to Sections 242 of the General Corporation Law of the State of Delaware) Janover, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify: FIRST: That the board of directors of Janover, Inc., duly adopted re |
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| June 12, 2023 |
June 12, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Eric Envall Re: Janover Inc. Amendment No. 2 to Registration Statement Filed on April 17, 2023 File No. 333-267907 Dear Mr. Envall: On behalf of our client, Janover Inc. (the “Company”), we have set forth below our responses to the comme |
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| June 12, 2023 |
Exhibit 1.1 to Form S-1/A filed June 12, 2023 Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC and R.F. LAFFERTY & CO., INC. As representatives of the several underwriters New York, New York , 2023 Spartan Capital Securities, LLC 45 Broadway, 19t |
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| April 17, 2023 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and SPARTAN CAPITAL SECURITIES, LLC SPARTAN CAPITAL SECURITIES, LLC JANOVER INC. [●] Shares of Common Stock Underwriting Agreement New York, New York May , 2023 SPARTAN CAPITAL SECURITIES, LLC c/o Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Ladies and Gentlemen: Janover Inc., a Delaware corporation (the “C |
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| April 17, 2023 |
Series B Preferred Stock Certificate of Designation Exhibit 3.4 CERTIFICATE OF DESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK OF JANOVER INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Janover, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, does hereby submit the following: |
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| April 17, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Shares Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee(6) Fees to Be Paid Common Stock, |
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| April 17, 2023 |
Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is made and entered into as of April 11, 2023, by and among Janover, Inc., a Delaware corporation (the “Company”), and Sachem Capital Corp., a New York corporation (the “Investor” and together with the Company, the “Parties” and individually, a “Party”). WHEREAS, the Company has authorized the issuance |
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| April 17, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 17, 2023. S-1/A 1 cm298s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on April 17, 2023. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other |
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| November 15, 2022 |
Exhibit 4.3 to Form S-1/A filed November 15, 2022 Exhibit 4.3 [FRONT OF STOCK CERTIFICATE] SEE REVERSE SIDE FOR IMPORTANT NOTICE REGARDING SHARE OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION CERT NO.: SHARES CUSIP: 47100L 103 JANOVER INC. Incorporated under the Laws of the State of Delaware Common Stock This is to Certify that is the owner of ( ) fully paid and non-assessable shares of Janover Inc. transferable only on the boo |
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| November 15, 2022 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee(6) Carry Forward Form Type Carry Forward File Number Ca |
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| November 15, 2022 |
Exhibit 4.4 to Form S-1/A filed November 15, 2022 Exhibit 4.4 EXHIBIT A Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HU |
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| November 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 15, 2022. As filed with the U.S. Securities and Exchange Commission on November 15, 2022. Registration No. 333-267907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporati |
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| November 15, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between JANOVER INC. and EF HUTTON division of Benchmark Investments, LLC, as Representative of the Several Underwriters New York, New York November , 2022 EF Hutton, division of Benchmark Investments, LLC as Representat |
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| October 14, 2022 |
Exhibit 21.1 to Form S-1 filed October 14, 2022 EX-21.1 20 cm169ex21-1.htm Exhibit 21.1 List of Janover Subsidiaries · N/A (Janover Inc. has no subsidiaries) |
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| October 14, 2022 |
Director Agreement, dated October 11, 2022, between Janover Inc. and William Caragol Exhibit 10.3 JANOVER INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (?Agreement?) dated as of October 11, 2022, by and between Janover Inc., a Delaware corporation (the ?Company?), and the undersigned signatory (the ?Director?), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Position. As of the Effective Da |
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| October 14, 2022 |
Exhibit 10.1 JANOVER INC. FORM OF INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made effective as of , 2022 (this ?Agreement?), by and between Janover Inc., a Delaware corporation (the ?Company?) and the undersigned signatory (?Indemnitee?). RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employee |
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| October 14, 2022 |
Exhibit 10.2 to Form S-1 filed October 14, 2022 Exhibit 10.2 JANOVER INC. 2021 EQUITY INCENTIVE PLAN ARTICLE 1 ESTABLISHMENT, OBJECTIVES, AND DURATION 1.1 Establishment of the Plan. Janover Inc. hereby establishes an incentive compensation plan to be known as the ?Janover Inc. 2021 Equity Incentive Plan? (hereinafter referred to as the ?Plan?). The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciat |
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| October 14, 2022 |
EX-3.3 5 cm169ex3-3.htm Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF JANOVER INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, # 104, City of Wilmington, County of New Castle, Delaware, Zip Code 19810 or in such other location as the Board of Directors of the corp |
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| October 14, 2022 |
Exhibit 99.4 to Form S-1 filed October 14, 2022 EX-99.4 25 cm169ex99-4.htm Exhibit 99.4 Consent of Director Nominee Janover, Inc.. (the “Company”) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of common stock of the Company. In connection therewith, I hereby consent, pursuant to Rule 43 |
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| October 14, 2022 |
Advisory Board Agreement, dated November 10, 2021, between Janover Inc. and Marcelo Lemos Exhibit 10.7 JANOVER INC. ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT (?Agreement?) is made and entered into effective as of November 10, 2021 by and between JANOVER INC., a Delaware corporation (?Company?), and Marcelo Lemos (?Advisor?). WHEREAS, the Company desires to obtain the services of Advisor to serve on the Company?s Board of Advisors (?AB?), and the Advisor desires to serve on |
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| October 14, 2022 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between JANOVER INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters UNDERWRITING AGREEMENT between JANOVER INC. and EF HUTTON division of Benchmark Investments, LLC, as Representative of the Several Underwriters New York, New York , 2022 EF Hutton, division of Benchmark Investments, LLC as Representative of th |
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| October 14, 2022 |
Exhibit 99.5 to Form S-1 filed October 14, 2022 Exhibit 99.5 AUDIT COMMITTEE CHARTER OF JANOVER INC. Adopted by the Board of Directors on October 5, 2022 I. Purpose The purpose of the Audit Committee (the ?Committee?) is to assist the Board of Directors (the ?Board?) of Janover Inc., a Delaware corporation (the ?Corporation?), in fulfilling its oversight responsibilities with respect to: ? the Corporation?s financial statements; ? the integrity |
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| October 14, 2022 |
Exhibit 99.6 to Form S-1 filed October 14, 2022 Exhibit 99.6 COMPENSATION COMMITTEE CHARTER OF JANOVER INC. Adopted by the Board of Directors on October 5, 2022 I. Adoption of Charter The Board of Directors (the ?Board?) of Janover Inc., a Delaware corporation (the ?Corporation?), has adopted this Charter of the Compensation Committee (this ?Charter?) of the Board (the ?Committee?). II. Organization 1. Committee Structure and Membership. The Co |
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| October 14, 2022 |
Amended and Restated Certificate of Incorporation of Janover Inc. Exhibit 3.1 JANOVER INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Janover Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: A. The name of the Corporation is Janover Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 9, 2021. B. This Amend |
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| October 14, 2022 |
Exhibit 4.2 to Form S-1 filed October 14, 2022 EX-4.2 7 cm169ex4-2.htm Exhibit 4.2 THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STAT |
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| October 14, 2022 |
Series A Preferred Stock Certificate of Designation Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF JANOVER INC. Janover Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: That, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation of said corporation, and pursuant to the provisions of Section 151 of the General C |
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| October 14, 2022 |
Exhibit 99.2 to Form S-1 filed October 14, 2022 Exhibit 99.2 Consent of Director Nominee Janover, Inc.. (the ?Company?) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of common stock of the Company. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to |
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| October 14, 2022 |
Exhibit 99.1 to Form S-1 filed October 14, 2022 EX-99.1 22 cm169ex99-1.htm Exhibit 99.1 Consent of Director Nominee Janover, Inc.. (the “Company”) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of common stock of the Company. In connection therewith, I hereby consent, pursuant to Rule 43 |
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| October 14, 2022 |
Exhibit 14.1 to Form S-1 filed October 14, 2022 Exhibit 14.1 CODE OF THICS AND BUSINESS CONDUCT JANOVER INC. Adopted by the Board of Directors on October 5, 2022 I. Covered Persons and Purpose This Code of Ethics and Business Cnduct (this ?Code?) for Janover Inc., a Delaware Corporation (the ?Company?), applies to the Company?s directors, officers, controllers, consultants and employees (collectively, the ?Covered Persons?) and shall be publicl |
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| October 14, 2022 |
Director Agreement, dated October 11, 2022, between Janover Inc. and Ned L. Siegel Exhibit 10.6 JANOVER INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (?Agreement?) dated as of October 11, 2022, by and between Janover Inc., a Delaware corporation (the ?Company?), and the undersigned signatory (the ?Director?), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Position. As of the Effective Da |
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| October 14, 2022 |
Advisory Board Agreement, dated November 10, 2021, between Janover Inc. and Samuel Haskell Exhibit 10.8 JANOVER INC. ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT (?Agreement?) is made and entered into effective as of November 10, 2021 by and between JANOVER INC., a Delaware corporation (?Company?), and Samuel Haskell (?Advisor?). WHEREAS, the Company desires to obtain the services of Advisor to serve on the Company?s Board of Advisors (?AB?), and the Advisor desires to serve o |
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| October 14, 2022 |
Exhibit 4.1 to Form S-1 filed October 14, 2022 EX-4.1 6 cm169ex4-1.htm Exhibit 4.1 THIS INSTRUMENT HAS BEEN ISSUED PURSUANT TO SECTION 4(A)(6) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NEITHER IT NOR ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCE |
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| October 14, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 14, 2022. As filed with the U.S. Securities and Exchange Commission on October 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 7374 83-2676794 (State or other jurisdiction of incorporation or organization) (Prima |
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| October 14, 2022 |
Exhibit 99.3 to Form S-1 filed October 14, 2022 Exhibit 99.3 Consent of Director Nominee Janover, Inc.. (the ?Company?) is filing a Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the initial public offering of common stock of the Company. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to |
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| October 14, 2022 |
Form of Representative’s Warrant (included in Exhibit 1.1) Exhibit 4.4 Form of Representative?s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
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| October 14, 2022 |
EX-FILING FEES 29 cm169ex107.htm EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) JANOVER INC. (Exact Name of Registrant as Specified in its Charter) Security Type(1) Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee(6) Carry Forward Form |
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| October 14, 2022 |
Corporate Governance and Nominating Committee Charter EX-99.7 28 cm169ex99-7.htm Exhibit 99.7 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF JANOVER INC. Adopted by the Board of Directors on October 5, 2022 I. Adoption of Charter The Board of Directors (the “Board”) of Janover Inc., a Delaware corporation (the “Corporation”), has adopted this Charter of the Nominating and Corporate Governance Committee (this “Charter”) of the Board (the “Co |
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| October 14, 2022 |
Executive Employment Agreement, dated October 10, 2022, between Janover Inc. and Blake Janover. Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of October 10, 2022 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Blake Janover (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set for |
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| October 14, 2022 |
Director Agreement, dated October 11, 2022, between Janover Inc. and Marcelo Lemos Exhibit 10.5 JANOVER INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (?Agreement?) dated as of October 11, 2022, by and between Janover Inc., a Delaware corporation (the ?Company?), and the undersigned signatory (the ?Director?), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Position. As of the Effective Da |
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| October 14, 2022 |
Director Agreement, dated October 11, 2022, between Janover Inc. and Samuel Haskell Exhibit 10.4 JANOVER INC. BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (?Agreement?) dated as of October 11, 2022, by and between Janover Inc., a Delaware corporation (the ?Company?), and the undersigned signatory (the ?Director?), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Position. As of the Effective Da |
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| September 9, 2022 |
Janover Inc. 6401 Congress Ave, Ste 250, Boca Raton, Florida 33487 Janover Inc. 6401 Congress Ave, Ste 250, Boca Raton, Florida 33487 September 9, 2022 David Irving U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Janover, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted: July 27, 2022 CIK No. 0001805526 Dear Mr. Irving: We submit this letter in response to comments from the staff (the “Staff”) of the S |
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| September 9, 2022 |
As confidentially submitted to the U.S. Securities and Exchange Commission on September 9, 2022. This Amendment No. 2 to the draft registration statement has not been filed, publicly or otherwise, with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 205 |
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| July 27, 2022 |
Janover Inc. 6401 Congress Ave, Ste 250, Boca Raton, Florida 33487 Janover Inc. 6401 Congress Ave, Ste 250, Boca Raton, Florida 33487 July 27, 2022 David Irving U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Janover, Inc. Draft Registration Statement on Form S-1 Filed May 2, 2022 CIK No. 0001805526 Dear Mr. Irving: We submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commiss |
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| July 27, 2022 |
As confidentially submitted to the U.S. Securities and Exchange Commission on July 27, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 (Amendmen |
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| May 2, 2022 |
As confidentially submitted to the U.S. Securities and Exchange Commission on May [•], 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRAT |
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| April 21, 2022 |
EX-99 2 ex99.htm EXHIBIT 99 Exhibit 99 TABLE OF CONTENTS FORM C-AR 2 ABOUT THIS FORM C-AR 3 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS 5 OTHER INFORMATION 5 Bad Actor Disclosure 5 SIGNATURE 6 EXHIBIT A 7 SUMMARY 7 The Company 7 The Business 7 RISK FACTORS 9 Risks Related to the Company’s Business and Industry 9 BUSINESS 29 Description of the Business 29 Business Plan 29 Competition 31 I |
