M&A - Janover Inc.

Form Type: 424B5

Filing Date: 2025-05-06

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025039900

Filing Summary: On May 1, 2025, DeFi Development Corp. engaged in the private placement of up to $24 million in securities, issuing 315,838 common shares and pre-funded warrants for the purchase of an additional 207,654 shares. The purchase price of one common share was set at $46.00. On the same day, the Company also finalized the acquisition of a Solana validator business valued at approximately $75.5 million, for a total purchase price of $3.5 million. This acquisition transaction was completed simultaneously with the signing of a definitive agreement, as part of the company's strategy to integrate staking rewards into its revenue streams and expand its treasury policy focusing on Solana. Changes to the board following a significant change in management occurred on April 4, 2025, involving a shift in control and a new executive team led by CEO Joseph Onorati. The corporate name change from 'Janover Inc.' to 'DeFi Development Corp.' was also executed on April 17, 2025. Alongside these corporate changes, the company's new trading symbol 'DFDV' became effective on May 5, 2025. Additionally, a risk factor was noted regarding the significant volatility associated with the value of Solana and potential regulatory scrutiny that might affect the company's operations, especially concerning crypto assets.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025039680

Filing Summary: On May 1, 2025, DeFi Development Corp. entered into an Asset Purchase Agreement with Solsync Solutions Partnership to acquire certain assets, specifically a validator on the Solana blockchain and two nodes named 'BullMoose Systems' and 'Strawberry Siren'. The transaction closed on the same date, with a purchase price comprising $500,000 in cash and $3,000,000 worth of newly issued shares. The stock consideration issued consisted of 86,412 restricted common stocks valued based on the stock’s performance prior to the closing. Additionally, agreements for asset transfer and interim services were established. The transaction was approved by the Board, considering the related party nature of the deal involving Parker White, a key executive in the company. A press release was issued on May 5, 2025, announcing the acquisition, highlighting the increase in the total shares outstanding to 2,001,887 as a result of the transaction.

Form Type: 424B5

Filing Date: 2025-04-15

Corporate Action: Merger

Type: New

Accession Number: 000121390025031762

Filing Summary: Janover Inc. filed a Prospectus Supplement to amend its August 2024 ATM Prospectus, increasing the maximum amount of shares it may sell to $14,913,764. The company disclosed a recent change in control with Blake Janover, CEO, entering into a Stock Purchase Agreement to sell a majority stake (approximately 51%) of Janover Inc.'s common stock to Defi Dev LLC and NS Corp, resulting in a total purchase price of $4,000,000. This transaction constitutes a shift in management, with new appointments including Joseph Onorati as the new CEO, alongside changes in the Board of Directors. Additionally, the company announced a treasury policy focusing on accumulating Solana (SOL). Janover also entered into agreements to issue $41,950,000 in convertible notes and related warrants to investors, and the document outlines the potential risks and use of proceeds associated with this capital raise, indicating plans for working capital and possible business acquisitions.