8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 5, 2023

JANOVER INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41748	83-2676794
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6401 Congress Avenue, Suite 250 Boca Raton, Florida	33487
(Address of registrant’s principal executive office)	(Zip code)

(844) 885-6875

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	JNVR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On September 5, 2023, Janover Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Item 2.02, including the press release attached as Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated September 5, 2023.

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: September 5, 2023	JANOVER INC.
	By:	/s/ Blake Janover
	Name:	Blake Janover
	Title:	Chief Executive Officer and President

EX-99.1

Exhibit 99.1

Janover Inc. Provides Business Update for the Second Quarter of 2023

Reports 29% sequential quarterly revenue growth

from the first quarter of 2023 to the second quarter of 2023

Boca Raton, FL – September 05, 2023 – Janover Inc. (Nasdaq:  JNVR) (“Janover” or the “Company”), an AI-enabled, B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch, today provided a business update for the quarter ended June 30, 2023.

Blake Janover, CEO of Janover, stated, “On July 25, 2023, we achieved historic milestones for our Company by completing an IPO onto the Nasdaq Stock Market and concurrently raising over $5 million.  This was a direct result of intensive analysis, planning and hard work by our leadership team and Board of Directors.”

Mr. Janover continued, “Despite industry-wide challenges and management’s focus on our IPO, we performed well during the second quarter of 2023, with second quarter 2023 revenue increasing to $602 thousand, a 29 percent sequential increase compared to the first quarter of 2023.  Although we experienced a modest decline over the second quarter of 2022, we believe we outperformed the broader market by a significant margin, which we believe reflects the efficacy of our business model and the inherent ability of our platform to capitalize on the volatility in the market. It is also important to note that the second quarter of 2022 included a single transaction that significantly lifted revenue.  Excluding this loan, our base business would have also increased on a year-over-year basis.  Looking ahead and with the IPO behind us, we aim to secure more of these larger transactions going forward.   Moreover, our revenue per transaction increased by 48.9 percent. This was a direct result of an increase in the average loan size, which is a testament to our ability to continue to execute on our strategy, supported by a best-in-class digital platform.”

Further reiterating its mission to make commercial lending frictionless for both borrowers and lenders, Mr. Janover added, “Our strategy remains focused around building an all-star team to execute on our key initiatives including scaling our AI, enhancing our marketplace for borrowers and lenders, and continuing to provide best-in-class educational content across our ecosystem of websites to drive our best-in-class SEO and resulting organic traffic.”

With the IPO completed, Mr. Janover noted that Company’s and its management’s efforts were now focused on long-term shareholder value, revenue growth and continuing to scale its technology, specifically its AI, with an emphasis on its most profitable cohorts of customers. Mr. Janover concluded, “Our focus is delivering long-term shareholder value via delivering cost-effective value throughout our entire ecosystem to all stakeholders. Through the implementation of generative AI and our digital platform, we have maintained a lean, scalable and high gross-margin infrastructure.”

The complete financial results for the quarter ended June 30, 2023, are now available in the Company’s Form 10-Q, which has been filed with the Securities and Exchange Commission and is available at: www.sec.gov.

About Janover Inc.

Janover is a B2B fintech marketplace connecting commercial property borrowers and lenders with a human touch. The Company seeks to revolutionize the commercial real estate lending market by making it hyper-efficient, transparent, and accessible to all rather than the few.  Through the Company’s online platform, it provides technology that connects commercial mortgage borrowers looking for capital to refinance, build, or purchase commercial property, including, but not limited to, apartment buildings, to commercial property lenders. Borrowers include, but are not limited to, owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners, which Janover believes represents a significant growth opportunity. Lenders include small banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders, SBA lenders, and more. Additional information about the Company is available at: https://janover.co/.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations. These forward-looking statements include, without limitation, references to the Company’s expectations regarding the closing of the public offering and its anticipated use of net proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering, or factors that result in changes to the Company's anticipated use of proceeds. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. These and other risks and uncertainties are described more fully in the section captioned "Risk Factors" in the Company’s Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-267907). As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company's actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Contact:

Crescendo Communications, LLC

Tel: 212-671-1020

Email: jnvr@crescendo-ir.com  

XML

Document and Entity Information Document	Sep. 05, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Sep. 05, 2023
Document Period End Date	Sep. 05, 2023
Amendment Flag	false
Entity Registrant Name	JANOVER INC.
Entity Address, Address Line One	6401 Congress Avenue, Suite 250
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
Entity Incorporation, State Country Name	DE
City Area Code	844
Local Phone Number	885-6875
Entity File Number	001-41748
Entity Central Index Key	0001805526
Entity Emerging Growth Company	true
Entity Tax Identification Number	83-2676794
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	JNVR
Security Exchange Name	NASDAQ