Janover Inc. SEC Filings

DEFI DEVELOPMENT CORP. files a reoffer prospectus related to registration of shares under an S-8 style disclosure for employee/stockholder reoffers. The document lists permitted reduced disclosure accommodations (e.g., two years of audited statements, exemption from auditor attestation, reduced executive compensation disclosure and no advisory vote on compensation). The prospectus highlights risk factors including interest rate volatility, uncertainty in staking/validator reward yields, ability to achieve future profitability, regulatory and compliance challenges, growth management, access to capital, credit and pricing accuracy, maintaining Nasdaq listing, potential share sales and pending or possible legal/governmental proceedings. The filing includes a table of selling securityholders with individual names and amounts, exhibit list (legal opinion, auditor consent, power of attorney) and officer/director signatures.

DeFi Development Corp. filed a Form D reporting a Rule 506(b) private offering that raised a total of $124,418,709, with $124,418,709 sold and $0 remaining. The issuer, formed in 2021, lists its principal place of business in Boca Raton, Florida.

The offering included equity, options/warrants and the underlying securities issuable on exercise. Nineteen investors participated. Sales commissions were reported at an estimated $6,151,077, and Cantor Fitzgerald & Co. acted as an associated broker with expense reimbursement of $200,000. The notice was signed by CEO Joseph Onorati on 2025-09-08.

Janover Inc. stockholders holding approximately 84.31% of voting power approved by written consent the issuance of common stock in excess of 19.99% of outstanding shares under Subscription Agreements dated August 24, 2025. The Offering closed August 28, 2025 and included ordinary shares at $12.50 each and pre-funded warrants at $12.4999 each to acquire up to 5,812,089 shares at $0.0001 exercise price. A portion of the consideration was paid in locked Solana (SOL). Pre-funded warrants include beneficial ownership limits (4.99%/9.99% with election, up to 19.99% after notice). The Majority Stockholders’ written consent was sufficient; no additional stockholder vote is required.

DeFi Development Corp. (formerly Janover Inc.) filed a registration on Form S-8 to register a total of 2,484,?—shares of common stock for issuance under its employee equity plans. The filing lists 1,115,193 shares available under the 2023 Equity Incentive Plan, 1,266,279 shares issuable upon exercise of outstanding options under the 2023 Plan, and 103,544 shares issuable upon exercise of outstanding options under the 2021 Plan. The registration incorporates various prior reports and the description of the companys common stock from earlier filings, and is executed by the companys CEO, CFO, and multiple directors.

Janover Inc. disclosed that holders controlling approximately 87.32% of voting power approved by written consent an issuance of common stock and pre-funded warrants that may exceed 19.99% of outstanding common stock. The subscription agreements dated August 24, 2025, provide for sales of common shares at $12.50 per share and pre-funded warrants at $12.4999 each to acquire up to 5,812,089 shares at an exercise price of $0.0001. A portion of consideration will be locked Solana (SOL) rather than cash. Certain pre-funded warrants include beneficial ownership limits (4.99%/9.99% or up to 19.99% after notice). The Majority Stockholders held 5,705,308 common shares and 10,000 Series A preferred shares (each Series A share carries 10,000 votes), and their written consent was sufficient to approve these actions without a meeting.

DeFi Development Corp (formerly Janover Inc.) reported a large quarter driven by its new digital asset treasury strategy. Total revenue for the three months ended June 30, 2025 was $1.986 million, split between $1.206 million from the digital asset treasury and $0.780 million from its real estate platform. The company recognized a $21.194 million gain from changes in fair value of digital assets, producing net income of $15.432 million for the quarter and $14.654 million for the six months ended June 30, 2025. Digital holdings of Solana totaled 573 units with a fair value of $89.239 million at June 30, 2025, and total assets increased to $107.230 million from $4.376 million at year-end 2024. Cash totaled $2.470 million. Long-term convertible notes had $28.902 million principal with $7.692 million unamortized discount (net long-term debt $21.210 million). Management adopted a treasury policy in April 2025 to accumulate SOL and operate validators; the company also acquired validator assets and recorded related intangible assets. The financials show material financing and investing activity, including convertible notes issuance, equity offerings and significant SOL purchases disclosed in subsequent events.

DEFI Development Corp. filed a Current Report on Form 8-K dated August 12, 2025, disclosing that it issued a press release containing its Q2 2025 Shareholder Letter and Business Update, which includes a report of the companys financial results for the quarter ended June 30, 2025. The press release is attached as Exhibit 99.1 and the cover page interactive data file is listed as Exhibit 104.

The filing also states that the information in Item 2.02 and Exhibit 99.1 is furnished, not "filed," and therefore is not subject to Section 18 liability or automatically incorporated by reference into other securities filings. The shareholder letter contains a cautionary note on forward-looking statements.