Up to $14,913,764 Shares of Common Stock
Janover Inc. (JNVR) has filed a Prospectus Supplement to amend the August 1, 2024, prospectus dated August 27, 2024, related to the At the Market Offering (ATM) of its common stock. The supplement details a change in control, management, and strategy, including a new Solana (SOL) treasury reserve business model.
Recent Developments:
- Change in Control: Blake Janover, CEO, sold 728,632 shares of common stock and 10,000 shares of Series A Preferred Stock to Defi Dev LLC and 3277447 Nova Scotia Ltd, resulting in a change in control.
- Change in Management: Samuel Haskell, Marcelo Lemos, and Ned Siegel resigned from the Board, and Joseph Onorati, Marco Santori, and Zachary Tai were elected as new directors. Onorati was appointed as the new CEO, replacing Janover who became the Chief Commercial Officer.
- The SOL Strategy: The Company is building a Solana treasury and aims to operate Solana validators, enabling staking and earning rewards.
Convertible Notes and Warrants:
- Janover Inc. issued $41,950,000 in convertible notes (Notes) to investors, accompanied by warrants (Warrants) allowing the purchase of common stock at specified exercise prices.
- The Notes accrue interest at 2.5% per year and mature on April 6, 2030. They are convertible if Janover's market capitalization exceeds $100 million, with a conversion price set at the last reported sale price of the common stock.
- Holders have the right to require repurchase of Notes at par value plus accrued interest on April 6, 2028, or if the stock price is at least 130% of the conversion price for 20 consecutive trading days.
- Warrants are exercisable immediately and have a five-year term. Certain investors have limitations on beneficial ownership to prevent excessive dilution.
Risk Factors:
- Investment in SOL exposes Janover to risks related to price volatility, regulatory uncertainty, and potential classification as a security.
- The SOL treasury reserve business model faces risks including legal, regulatory, and technical uncertainties, potential litigation, and changes in political administration affecting the regulatory environment.
Use of Proceeds:
- The Company may issue and sell shares with gross sales proceeds up to $14,913,764. The net proceeds will be used for working capital, general corporate purposes, and potential acquisitions or investments in complementary businesses.
Directors and Executive Officers:
- The Board consists of Joseph Onorati (Chairman/CEO), William Caragol, Marco Santori, and Zachary Tai.
- Committees include the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
- Equity-based incentive awards, including stock options and restricted stock units (RSUs), have been granted to directors, executive officers, and key employees.
Beneficial Ownership:
- The supplement provides details on the beneficial ownership of common stock by named executive officers, directors, and other stockholders.
Information Availability:
- The Prospectus Supplement is incorporated by reference from the initial ATM Prospectus and other filings with the Securities and Exchange Commission (SEC).
- Additional information can be found on Janover Inc.'s website and in the SEC's public filings.
