JNVR Completes $124.4M Private Equity and Warrant Placement

Rhea-AI Filing Summary

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.

Positive

• $124,418,709 raised in the offering, with $0 remaining to be sold
• 19 investors participated, indicating concentrated investor interest
• Cantor Fitzgerald & Co. acted as an associated broker, providing placement support

Negative

• Sales commissions estimated at $6,151,077 (approximately 4.9% of proceeds)
• Issuer declined to disclose revenue or aggregate net asset value, limiting financial transparency
• No itemized uses of proceeds are provided within the Form D notice

Insights

Securities/Capital Markets Analyst

TL;DR: The issuer completed a sizable Rule 506(b) equity offering, raising $124.4M from 19 investors, indicating successful private capital formation.

The full subscription of the stated $124,418,709 offering under Rule 506(b) signals effective placement execution in the private market. The mix of equity and options/warrants creates potential future dilution depending on exercise activity. Estimated sales commissions of $6.15M imply meaningful issuance costs equal to roughly 4.9% of gross proceeds. Cantor Fitzgerald's involvement as an associated broker and $200,000 expense reimbursement are disclosed; no payments to executives were reported.

Corporate Governance Expert

TL;DR: Form D shows standard disclosure for a private placement but limited public detail on use of proceeds and company financials.

The filing correctly identifies executive officers and directors and attests to compliance with Regulation D disqualification provisions. However, the issuer declined to disclose revenue or aggregate net asset values, and the filing provides no itemized uses of proceeds in the body of the notice. These omissions limit public visibility into how the funds will be deployed, which is common in private placements but reduces transparency for external stakeholders.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001805526

Janover Inc.

Janover Ventures LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

DeFi Development Corp.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
DeFi Development Corp.
Street Address 1		Street Address 2
6401 CONGRESS AVE		STE 250
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BOCA RATON	FLORIDA	33487	5615594111

3. Related Persons

Last Name	First Name	Middle Name
Onorati	Joseph
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
White	Parker
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Han	Fei (John)
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Janover	Blake
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Santori	Marco
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tai	Zach
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Caragol	William
Street Address 1	Street Address 2
c/o Defi Development Corp.	6401 Congress Avenue, Suite 250
City	State/Province/Country	ZIP/PostalCode
Boca Raton	FLORIDA	33487

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

X

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-24				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Cantor Fitzgerald & Co.	134
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
499 Park Avenue, 5th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT FLORIDA ILLINOIS MASSACHUSETTS

13. Offering and Sales Amounts

Total Offering Amount	$124,418,709	USD	or Indefinite
Total Amount Sold	$124,418,709	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

19

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$6,151,077	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Cantor Fitzgerald & Co. received reimbursement for their expenses of $200,000.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
DeFi Development Corp.	/s/ Joseph Onorati	Joseph Onorati	Chief Executive Officer	2025-09-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did DeFi Development Corp. (JNVR) raise in this Form D filing?

The filing reports total offering proceeds of $124,418,709, with $124,418,709 sold and $0 remaining.

Under which exemption was the JNVR offering conducted?

The offering was conducted under Rule 506(b) of Regulation D.

How many investors participated in the DeFi Development Corp. offering?

The Form D reports that 19 investors invested in the offering.

What types of securities were offered by DeFi Development Corp. (JNVR)?

The offering included equity, options/warrants, and the securities issuable upon exercise of those rights.

Were there placement agents or brokers involved in the JNVR offering?

Yes. Cantor Fitzgerald & Co. is identified as an associated broker and received $200,000 in expense reimbursement.

Did the filing disclose payments to executives or promoters from the offering proceeds?

The Form D lists $0 estimated proceeds used for payments to named executives, directors, or promoters.