Janover Inc. Files 8-K: Corporate Changes and Disclosures

TL;DR

Janover Inc. filed an 8-K on 12/26/24 detailing corporate changes and financial updates.

AI Summary

On December 26, 2024, Janover Inc. filed an 8-K report detailing several key events. The company announced a material modification to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also included other events and financial statements/exhibits, indicating significant corporate actions and disclosures.

Why It Matters

This filing signals significant corporate governance changes and financial updates for Janover Inc., which could impact its operational structure and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material modifications to security holder rights and amendments to corporate bylaws, which can introduce uncertainty and affect shareholder value.

Key Numbers

• 001-41748 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-2676794 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Janover Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Boca Raton, Florida (location) — Principal Executive Office
• December 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — ich registered Common Stock, par value $0.00001 per share JNVR The Nasdaq Stock Mar
• $1.00 m — ng the Company into compliance with the $1.00 minimum bid price requirement for continu

Filing Documents

• jnvr-20241218.htm (8-K) — 83KB
• cm502_ex3-1.htm (EX-3.1) — 28KB
• cm502_ex99-1.htm (EX-99.1) — 26KB
• cm502_ex99-1img01.jpg (GRAPHIC) — 4KB
• 0001575872-24-001289.txt ( ) — 296KB
• jnvr-20241226.xsd (EX-101.SCH) — 4KB
• jnvr-20241226_cal.xml (EX-101.CAL) — 1KB
• jnvr-20241226_def.xml (EX-101.DEF) — 12KB
• jnvr-20241226_lab.xml (EX-101.LAB) — 16KB
• jnvr-20241226_pre.xml (EX-101.PRE) — 13KB
• jnvr-20241218_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events On December 30, 2024, Janover Inc. (the "Company") effected a one-for-eight (1:8) reverse stock split of all issued and outstanding shares of the Company's common stock, par value $0.00001 per share (the "Common Stock") effective as of 12:01 a.m. Eastern Time on December 30, 2024 (the "Reverse Stock Split"), vide a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Janover Inc. (the "Certificate of Amendment") filed with the Secretary of State of Delaware on December 27, 2024, and deemed effective on December 30, 2024 at 12:01 a.m. Eastern Time. The Reverse Stock Split was intended to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market, as required by Nasdaq Listing Rule 5550(a)(2). As a result of the Reverse Stock Split, every eight (8) shares of issued and outstanding Common Stock combined into one (1) validly issued, fully paid and nonassessable share of Common Stock. The Reverse Stock Split uniformly affected all issued and outstanding shares of Common Stock and did not alter any stockholder's percentage ownership interest in the Company, except to the extent that the Reverse Stock Split resulted in the fractional interests. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise were entitled to receive fractional shares of Common Stock were automatically entitled to receive an additional fraction of a share of common stock to round up to the next whole share, at a participant level. Proportional adjustments have also been made to the Company's outstanding warrants, stock options, and convertible securities, as well as to the reserves available pursuant to the terms of the Company's 2021 and 2023 Equity Incentive Plans to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof. The Reverse Stock Split reduced the number of shares of Common Stock issu

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of Janover Inc. 99.1 Press Release, dated as of December 26, 2024.

Forward Looking Statements

Forward Looking Statements This Current Report contains forward-looking statements that involve risks and uncertainties intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995, as amended. All statements other than statements of current or historical fact contained in this Current Report, including statements regarding the Company's expected timeline for compliance with the Nasdaq's Corporate Governance Rules, are forward-looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. The Company has based these forward-looking statements on the current expectations about future events held by management. While the Company believes these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company's control. The Company's actual future results may differ materially from those discussed here for various reasons. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 30, 2024 JANOVER INC. By: /s/ Blake Janover Name: Blake Janover Title: Chief Executive Officer and President 4

View Full Filing

View this 8-K filing on SEC EDGAR