SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of Incorporation) | | | | (IRS Employer
Identification Number) |
6401 Congress Avenue, Suite 250 | | |
(Address of registrant’s principal executive office) | | |
(Registrant’s telephone number, including area code)
(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) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
| | | | Name of each exchange on which
registered |
Common Stock, par value $0.00001 per share | | | | 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.
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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.
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.
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 issued and outstanding from 11,313,644 to 1,414,206 shares of Common Stock. The number of authorized shares of Common Stock did not change by the Reverse Stock Split.
The Company’s transfer agent, Colonial Stock Transfer Company, Inc. (“Colonial”) acted as the exchange agent for the reverse stock split. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.
The Common Stock started trading on a split-adjusted basis on the NASDAQ Capital Market at the market open on December 30, 2024. The trading symbol for the Common Stock remains “JNVR.” Following the Reverse Stock Split, the CUSIP for the Company’s Common Stock is 47100L 301.
The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On December 26, 2024, the Company issued a press release announcing the Reverse Stock Split. The full text of the Company’s press release issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.
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.
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| | Chief Executive Officer and President |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
JANOVER INC.
Janover Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorporation (this “Certificate of Amendment”) amends the provisions of the Amended Certificate of Incorporation of the Corporation, as amended (the “Charter”).
2. This Certificate of Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.
3. Upon this Certificate of Amendment becoming effective, the Charter is hereby amended as follows:
ARTICLE IV(A) of the Charter is hereby amended by adding the following new paragraph at the end of such article:
“Effective at 12:01 A.M., Eastern Time, on December 30, 2024 (the “2024 Split Effective Time”), every eight (8) shares of common stock issued and outstanding or held by the Corporation as treasury shares as of the 2024 Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share of common stock, subject to the treatment of fractional interests as described below (the “2024 Reverse Split”). Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of the Corporation’s common stock on The Nasdaq Capital Market on the trading day prior to the date on which the 2024 Split Effective Time occurs. As of the 2024 Split Effective Time and thereafter, a certificate(s) representing shares of common stock prior to the 2024 Reverse Split is deemed to represent the number of post-2024 Reverse Split shares into which the pre-2024 Reverse Split shares were reclassified and combined. The 2024 Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, common stock of the Corporation and all references to such common stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of common stock shall be deemed to be references to the common stock or options or rights to purchase or acquire shares of common stock, as the case may be, after giving effect to the 2024 Reverse Split.”
4. This Certificate of Amendment shall become effective at 12:01 A.M., Eastern Time, on December 30, 2024.
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IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to the Amended Certificate of Incorporation as of December 27, 2024.
| JANOVER INC. |
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| By: | | |
| Name: | | Blake Janover |
| Title: | | Chief Executive Officer |
Janover Announces 1-for-8 Reverse Stock Split as
Part of Nasdaq Compliance Plan
Boca Raton, FL – December 26, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform connecting the commercial real estate industry, today announced that it will effect a 1-for-8 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 a.m. Eastern Time on Monday, December 30, 2024, and the Company’s common stock will commence trading on the Nasdaq Capital Market (“Nasdaq”) on a post-split basis at the opening of the market on December 30, 2024, pending confirmation by the Depository Trust Company and the Nasdaq. The Company’s common stock will continue to trade on the Nasdaq under the Company’s existing trading symbol, “JNVR,” and a new CUSIP number 47100L 301 has been assigned as a result of the reverse stock split.
The Company expects that the reverse stock split, which was approved by the Company’s stockholders on November 27, 2024, will increase the price per share of the Company’s common stock, and is part of the Company’s strategy to regain compliance with the $1.00 minimum bid price requirement of the Nasdaq.
At the effective time of the reverse stock split, each eight (8) shares of the Company’s issued and outstanding common stock will be automatically converted into one (1) issued and outstanding share of common stock without any change in the par value of $0.00001 per share or the total number of authorized shares. The reverse stock split will reduce the Company’s number of common shares outstanding, as of December 30, 2024, from approximately 11,313,644 shares to approximately 1,414,206 shares. No fractional shares of common stock will be issued in connection with the reverse stock split, and stockholders who would otherwise be entitled to receive a fractional share will be rounded up at a participant level in lieu thereof.
Stockholders of record will receive information regarding their share ownership following the reverse stock split from the Company's transfer agent, Colonial Stock Transfer Company, Inc. (“Colonial”). The address for Colonial is 7840 S 700 E, Sandy, Utah 84070, and Colonial can be reached at (801) 355-5740. Additional information about the reverse stock split can be found in the Company's definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (the "SEC") on December 9, 2024, and available free of charge at the SEC's website www.sec.gov, and on the Company’s Investor Relations website at https://ir.janover.co/filings.
About Janover Inc.
Janover is an AI-enabled platform that connects the commercial real estate industry. The company serves over one million annual web users and 1,000+ lenders, including more than 10% of U.S. banks in America, providing debt capital markets services, real estate syndication software, data and AI licensing, and insurance brokerage solutions to entrepreneurial multifamily and commercial real estate owners, developers and professionals. Janover operates through its Debt, Equity, and Insurance divisions, focusing on delivering needed technology-first solutions to commercial real estate professionals. Additional information about the Company is available at: https://janover.co/. To view the latest investor presentation, please visit https://ir.janover.co/.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,”, “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. 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 include, among others, the following: (i) the effect of and uncertainties related the ongoing volatility in interest rates; (ii) our ability to achieve and maintain profitability in the future; (iii) the impact on our business of the regulatory environment and complexities with compliance related to such environment; (iv) our ability to respond to general economic conditions; (v) our ability to manage our growth effectively and our expectations regarding the development and expansion of our business; (vi) our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth and other risks and uncertainties 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) and other reports we file with the SEC. 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.
Company Contact:
Bruce S. Rosenbloom, CFO
Telephone: (561) 782-2788
Email: IR@janover.co