Janover Inc. SEC Filings

On July 2, 2025, Defi Development Corp. (Nasdaq: DFDV) furnished a Form 8-K to provide a brief Regulation FD update on its capital structure.

Key disclosures as of June 30, 2025:

• Total shares outstanding will be 17,402,299 after conversion of a portion of the April 2025 convertible debt and the exercise of most May 2025 pre-funded warrants.
• Outstanding debt principal stands at $28.9 million.

The information, presented under Item 7.01, is deemed “furnished” rather than “filed,” limiting Exchange Act liability and automatic incorporation by reference. An accompanying press release containing the June 2025 Shareholder Letter and Business Update is filed as Exhibit 99.1.

No revenue, earnings or cash-flow data were included. The update signals modest equity dilution coupled with some debt-to-equity conversion, while total debt remains material. Investors seeking operational or financial performance details must review Exhibit 99.1.

DeFi Development Corp. (Nasdaq: DFDV) filed an 8-K disclosing the completion of a private placement of $112.5 million aggregate principal amount of 5.50% Convertible Senior Notes due 2030. The notes were sold at par to qualified institutional buyers under Rule 144A; the initial purchasers hold an additional $25 million option. Net proceeds were approximately $108.1 million after underwriting discounts and expenses.

Use of proceeds: roughly $75.6 million funded a privately negotiated prepaid forward stock purchase for about 3.6 million DFDV shares, effectively executing an accelerated buy-back. Remaining funds are earmarked for general corporate purposes, including the planned acquisition of Solana.

Key note terms:

• Interest: 5.50% payable semi-annually on 1 Jan and 1 Jul, beginning 1 Jan 2026.
• Maturity: 1 Jul 2030.
• Conversion: prior to 1 Jan 2030 only upon specified events; after that date, at any time until two trading days before maturity.
• Initial conversion rate: 43.2694 shares per $1,000 (≈ $23.11/share); maximum conversion rate with adjustments is 47.5963 shares, implying potential issuance of up to 5,354,584 shares.
• Redemption: not callable before 5 Jul 2026; thereafter redeemable at par plus accrued interest if the stock trades ≥150% of the conversion price for 20 out of 30 consecutive trading days.
• Fundamental change put: holders may require 100% repurchase plus accrued interest.

The accompanying Indenture with U.S. Bank Trust Company establishes standard covenants and default provisions. The prepaid forward transaction is separate from the notes, transferring any future dividends on the repurchased shares back to the company.

Investor takeaways: The financing injects over $100 million of capital at a fixed 5.5% cost, offsets near-term dilution through the share buy-back, but introduces leverage and potential future equity issuance if the notes convert.

DeFi Development Corp (NASDAQ: DFDV) has filed a 424B3 prospectus for the potential resale of up to 39,350,952 shares of common stock by RK Capital Management LLC through an Equity Line of Credit (ELOC) agreement dated June 11, 2025.

Key details of the ELOC agreement:

• Initial commitment of $1 billion, expandable to $5 billion upon mutual agreement
• Shares will be purchased at 98.75% of TWAP (time weighted average price)
• 98% of TWAP for intraday purchases

Notable corporate updates: The company, formerly known as Janover Inc, recently underwent a 7-for-1 stock split effective May 20, 2025. The company has transformed from a commercial real estate AI platform to include digital assets, adopting a new treasury strategy focused on Solana (SOL) accumulation and validation. The last reported stock price was $31.27 on June 18, 2025.

DeFi Development Corp (NASDAQ: DFDV), formerly Janover Inc, announced a significant transformation through a 424B3 prospectus filing covering up to 12.37M shares for potential resale by selling stockholders. The filing includes shares issuable from:

• $41.95M convertible notes (4.3M shares)
• Warrants at $17.14 and $21.43 exercise prices (4.4M shares)
• Pre-funded warrants at $0.0014 exercise price (1.45M shares)
• 2.21M direct common shares

Notable recent developments include a major strategic pivot in March 2025 from a commercial real estate platform to include digital assets, with a new treasury policy focusing on Solana (SOL) accumulation and validator operations. The company underwent a change in control in April 2025 when DeFi Dev LLC and NS Corp acquired 51% of common stock and Series A preferred shares for $4M, leading to management changes and rebranding from Janover to DeFi Development Corp. A 7-for-1 stock split was implemented in May 2025.

The Securities and Exchange Commission has declared Janover's (JNVR) Form S-1 registration statement effective as of June 23, 2025, at 4:00 P.M. The Form S-1, filed under CIK number 0001805526 and file number 333-288067, represents a significant milestone for the company.

An S-1 effectiveness notice typically indicates that the company has received regulatory approval to proceed with its planned securities offering. This development allows Janover to move forward with its capital raising activities in compliance with SEC regulations.

Key points about this filing:

• Form Type: S-1 Registration Statement
• Effectiveness Status: Approved
• CIK Number: 0001805526
• File Number: 333-288067

The Securities and Exchange Commission has declared Janover's (JNVR) Form S-1 registration statement effective as of June 23, 2025, at 4:00 P.M. The Form S-1, filed under CIK number 0001805526 and file number 333-287964, represents a significant milestone for the company.

An S-1 effectiveness notice typically indicates that the company has received regulatory approval to proceed with its planned securities offering. This development allows Janover to move forward with its capital raising activities in compliance with SEC regulations.

Key points about this filing:

• Form Type: S-1 Registration Statement
• Company: Janover (JNVR)
• CIK: 0001805526
• File Number: 333-287964
• Effectiveness Date/Time: June 23, 2025, 4:00 P.M.

DeFi Development Corp (formerly Janover) has filed an S-1/A amendment for the potential resale of up to 12,375,896 shares of common stock by selling stockholders. The offering includes shares issuable upon conversion of $41.95 million in convertible notes and exercise of various warrants.

Key components of the offering include:

• 4,306,527 shares from convertible notes
• 2,447,102 shares from warrants at $17.14/share
• 1,957,648 shares from warrants at $21.43/share
• 2,210,866 common shares
• 1,453,753 shares from pre-funded warrants at $0.0014/share

The company operates an AI-powered commercial real estate platform connecting borrowers with lenders. Notable recent developments include a 7-for-1 forward stock split effective May 20, 2025, and adoption of a new treasury strategy focused on Solana (SOL) cryptocurrency investments. Trading on Nasdaq under "DFDV" with last reported price of $24.88 on June 20, 2025. The company qualifies as an emerging growth company and smaller reporting company.

DeFi Development Corp. (Nasdaq: DFDV) filed Amendment No. 1 to its Form S-1 on 20 June 2025. The amendment registers the resale of up to 39,350,952 common shares that may be issued to RK Capital Management LLC under a newly executed equity line of credit ("ELOC").

The ELOC gives the company the option to sell up to $1 billion of stock—expandable to $5 billion upon mutual agreement—at a purchase price equal to 98.75 % of the time-weighted average price (98.0 % for intraday purchases). While DeFi Development will not receive proceeds from RK Capital’s resale of shares, it would collect cash at the time it issues stock under the ELOC.

The filing also reflects a 7-for-1 forward stock split that became effective on 20 May 2025, maintains the company’s status as an emerging-growth and smaller-reporting entity, and designates RK Capital as an “underwriter.” Management warns that issuing large share volumes at a discount could cause significant dilution and downward pressure on the share price, which closed at $31.27 on 18 June 2025.

Key revised sections include Risk Factors, ELOC Financing, Use of Proceeds, and Plan of Distribution. The registration statement will become effective only after SEC approval, after which the company may draw on the ELOC "from time to time" pursuant to Rule 415.