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 8, 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 ☒

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 7.01. Regulation FD Disclosure.

On September 8, 2023, Janover Inc., a Delaware corporation (the “Company”), made available on its website at https://janover.co/ a presentation relating to the Company’s business and operations that, among other things, updates information concerning the Company. A copy of the investor presentation is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Forward-looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. A further description of such risks and uncertainties can be found in the Company’s filings with the Securities and Exchange Commission, including the Company’s Registration Statement on Form S-1 related to its initial public offering (SEC File No. File No. 333-267907), and quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on September 1, 2023.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation dated September 8, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 8, 2023	JANOVER INC.
	By:	/s/ Blake Janover
	Name:	Blake Janover
	Title:	Chief Executive Officer and President

2

EX-99.1

Exhibit 99.1

Janover Inc. Nasdaq : JNVR The AI - Enabled Digital Marketplace for the $ 4 T + commercial loan market

Disclaimer Forward - Looking Statements This communication includes forward - looking statements based on the Company's current expectations and projections about future events . All statements contained in this communication other than statements of historical fact, including any statements regarding our future operations, are forward - looking statements . The words “believe,” “may,” “will,” “estimate,” “continue,” anticipated,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “preliminary,” “likely,” and similar expressions are intended to identify forward - looking statements as defined in the Private Securities Litigation Reform Act of 1995 . The forward - looking statements contained in this communication are based on knowledge of the environment in which the Company currently operates and are subject to change based on various important factors that may affect the Company's operations, the demand for the Company's platform, and economic activity in general, as well as other factors beyond the Company's control . as of the date of this presentation . Unless required by law, we undertake no obligation to update or revise any forward - looking statements, whether as a result of new information, future events, or otherwise . Investor(s) understand that an investment in the security involves a high degree of risk . Any projections, forecasts, or estimates that may have been provided to the Investor(s) are purely speculative and cannot be relied upon to indicate actual results that may be obtained through this investment ; any such projections, forecasts, and estimates are based upon assumptions which are subject to change and which are beyond the control of the Company or its management . Investors can lose their entire investment . In light of these risks, uncertainties, and assumptions, you should not place undue reliance on these forward - looking statements, which speak only as of the date of this presentation . Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize . Janover Inc . (the “Company” ) has prepared the information contained herein to assist prospective investors in making their own evaluation of the Company and does not purport to be all - inclusive or to contain all of the information a prospective or existing investor may desire . In all cases, interested parties will be expected to have conducted their own due diligence investigation regarding these and all other matters pertinent to investment in the Company . The Company makes no representation or warranty as to the accuracy or completeness of this information and shall not have any liability for any representations (expressed or implied) regarding the information contained in, or for any omissions from, this information or any other written or oral communications transmitted to the recipient in the course of its evaluation of the Company . This is not an offer to buy or sell securities .

$200B+ Commercial loan applications ($40B+ in last 12 months) $600+ million In closed transactions 8 5 M+ Impressions across our websites in the last 12 months 4 0 0+ Unique banks, credit unions, and lenders signed up YTD World Class Team Employees, advisors and board members from: AI 24/7/365 user - facing autonomous AI interacting with borrowers and lenders. The AI - enabled marketplace for commercial loans We make commercial loans frictionless borrowers & lenders. 100k+ All - time borrower applicants 4M+ All - time users

Marcelo Lemos Director ▪ Extensive background in information technology, manufacturing, and engineering ▪ Mr. Lemos has held positions such as senior executive, and member of board of directors in a broad range of companies, from Fortune Global 2000 entities to smaller technology startups ▪ Marcelo's early career started in the field of solid propellant rocket engines, and eventually, he became Managing Director and board member of Dassault Systemes Americas, leading a team of over 1,000 engineers ▪ Managing Member of Colarion LLC, an investment advisory and fund manager focused on the financial sector based in Birmingham, Alabama ▪ Chief Investment Officer of JHH wealth, an SEC - registered investment advisory in Charlotte, North Carolina ▪ Began following the financial sector within Morgan Stanley's equity research group in 2001 ▪ CFA charter holder and graduate of Princeton University Sam Haskell, CFA Director ▪ CFO of Mainz Biomed (NASDAQ: MYNZ) ▪ 30 years of experience working with growth - stage technology companies ▪ Director & Audit Committee Chair at Greenbox POS (NASDAQ: GBOX) a financial tech company ▪ Former Chairman & CEO of PositiveID, a holding company in the fields of bio detection systems and molecular diagnostics ▪ Member of the American Institute of Certified Public Accountants William Caragol Director Amb . Ned Siegel Director ▪ Served as the United States Ambassador to the Commonwealth of The Bahamas from 2007 to 2009 ▪ 30 years of entrepreneurial experience as a developer, owner, and manager of over $2B in residential and commercial real estate ▪ President of The Siegel Group, a multi - disciplined international business management advisory firm ▪ Amb . Siegel is Of Counsel to the law firm of Wildes & Weinberg Bruce Rosenbloom, CPA Proven entrepreneur with a history of running multiple businesses relating to multifamily and commercial property finance, bu sin ess financing, real estate, technology, consulting, and management & marketing services Overseen underwriting, origination, and advisory on billions of dollars' worth of commercial, multifamily, and residential re al estate loans Board Member of multiple chapters of the Young Presidents Organization (YPO), Forbes Real Estate Council Member, On Deck Prop tec h and Scale Fellow, participated in Harvard Business School's inaugural Leveraging Fintech to Grow and Compete as well as OPM 6 0 Blake Janover Founder, Chairman & CEO Leadership Team B oard of Directors Chief Financial Officer CFO & Treasury, PetMed Express, Inc. (Nasdaq: PETS) 2001 - 2022 Interim CEO, PetMed Express, Inc. (Nasdaq: PETS) 2001 - 2022 Executed Financial strategies that resulted in: - Annual Revenue increases from $10 MM in FY 2001 to $273 MM in FY 2022, reaching a peak of $309 MM in FY 2021. - Profitability increasing from a net loss of $3 MM to net income of $21 MM during the same period, peaking at $31 MM in FY 202 1. - Stock Price Appreciation from a low of $.25 per share in 2001 to an all - time high of $57 per share in 2021 representing a 22,700 % return representing a 31% CAGR for 20 years. - Shareholder Return of approximately $320 MM back to shareholders in the form of a quarterly dividend and share buyback plan - Former Senior Audit Accountant at Deloitte

Total Addressable Market 1. 'Commercial / Multifamily Mortgage Debt Outstanding Report’ Q1 2023 by the Mortgage Bankers Association. 2. Nareit Research Report July 2019 ‘Estimating the Size of the Commercial Real Estate Market’ 3. Reonomy www.reonomy.com/ properties/commercial - real - estate/us/1 $4.6T Commercial mortgages outstanding 1 $2.0T Apartment building loans outstanding 1 $16T Value of commercial real estate 2 55M Number of commercial properties 3 $4.6T $ 6 00M Janover Inc. closed loans Total Commercial Mortgages The opportunity is massive .

Janover Inc. is an A.I. - enabled, b2b, fintech marketplace connecting commercial borrowers & lenders with a human touch. We are a matchmaker between commercial borrowers & lenders. We take a fee every time a loan closes . Business Model Optimized platform cost structure Comprehensive lender data AI - enabled, centralized execution

Commercial real estate is a massive market. Annual Potential Transaction Revenue Before introduction of subscriptions $683B 2022 1 CRE Originations $122B 2022 2 SBA Originations $8B + Per year 3 Total Addressable Market 1. https://www.mpamag.com/us/specialty/commercial/commercial - real - estate - lending - hits - second - highest - on - record/442782#:~:text=Comme rcial real estate (CRE) mortgage,Mortgage Bankers Association (MBA). 2. SBA7a, SBA 504 and SBA Micro loan approvals by the SBA: https://www.sba.gov/sites/sbagov/files/2022 - 12/2022_SBA - AFR_R02 - 508.pdf 3. Assuming 1% average transaction fee based on 2022 loan origination estimates.

The Pr obl em Commercial loans are not homogeneous like home loans. There are thousands of possible loan outcomes. It's a long tail problem with tens of thousands of originators…and orders of magnitude more borrowers. The process of finding the right lender or borrower is very high friction . A frictionless connection between commercial borrowers and lenders. The S olu t io n 1. Lenders get easy access to borrowers. 2. Borrowers get easy access to loan products. 3. Everyone gets a lower friction, more transparent transaction. …in a proprietary, UX - centric , tech platform built from scratch fueled by best - in - class data and scalable and affordable customer acquisition. Let's review your active deals and loan submissions. Welcome back, Alan! Commercial lending is fragmented & antiquated.

The adoption curve has Accelerated. Rate increases have caused Disruption. Bank failures and downgrades have caused Fear. The time to strike is now. Our digital - first marketplace for commercial loans benefits from the dislocation in markets and new consumer behaviors.

We have an unfair advantage. Competitive advantages - We have a powerful content marketing machine - We aggregate demand digitally - We don’t need to buy leads - We don’t need to pay “rain makers” massive commissions. Cost Advantage - Proprietary acquisition strategy - Digital ecosystem and marketplace that significantly increase the output a human on the team can generate. - AI enablement enhances productivity per employee Network Effects - Each borrower that joins makes the network more valuable to each lender. - Each lender that joins makes the network more valuable to each borrower. Customer Acquisition

Current AI capabilities… today . Chat A . I . is going to change every industry, and it's going to happen faster than you think." - Andrew Ng, former chief scientist at Baidu and co - founder of Coursera SMS Voice GPT - 4 is going to be so good that it will put a lot of people out of business. - OpenAI CEO Sam Altman Email 24/7/365 intelligent sales support, lead gen, decisioning, customer service, and more

Reporting quarterly, but building for the long term “ If you’re long term oriented, customer interests and shareholder interests are aligned. ” - Jeff Bezos Long term shareholder value via customer value.

Hire - Sales for inbound flow (monthly leads we’re still not touching) - Star employees - Leadership to execute on strategy - Develop our SBA team Strategy M&A Opportunistic M&A: Proptech investment is down 77% 1 , banking and commercial real estate under pressure, capital markets disjointed 1. https://commercialobserver.com/2023/04/proptech - vc - funding - early - 2023/ Partners Develop new sales channels and platform partnerships as well as deeper integrations with lenders. AI The continued rapid development of tools to enhance customer experience while improving productivity per employee. Content Engine Network Effects Scale organic inbound and marketing. Product and data improvement for both sides of our marketplace.

Closed loans by lender We’ve grown the number of lenders we’ve closed loan with at an 80% CAGR since inception and it’s accelerating. We’ve closed loans with… Arbor realty trust Bravo Capital Byline bank Cambridge Savings Commencement Bank Cooperative Credit Union CoreVest CreditBench East West Bank Federal Credit Union Greystone Lake Trust Credit Leumi Lima One LMF Commercial Luther Burbank Savings National Bank of SM Newtek Red Star Mortgage Reunion Capital S3 Capital Sabal Capital Security Bank Sellers Funding ServisFirst Bank Silverhill Financial Southstate Bank TruStone Valley First Credit Union Wauchula State Bank Western Bank Westerra CU Woodforest National Bank Flagler Bank Ameris Bank Bancorp South Legacy Bank Velocity Mortgage Zions Bank Richfield - Bloomington Credit Union Presidential Bank Readycap Stearns Bank And more.

• Ticker: JNVR • Exchange: NASDAQ • Share Price (09/05/2023): $ 1. 32 • Shares Outstanding (09/01/2023): 10.0 M • Market Cap: $13.2 M • Cash and Cash Equivalents (6/30/2023): $1.9 M* • Long - Term Debt (6/30/2023): $0 • Insider Ownership: 59% Key Statistics *Does not include $5 million of net proceeds raised in IPO in July 2023

janover.co For additional information, please contact: Crescendo Communications , LLC Chrysler Building 405 Lexington Ave 9th Floor, Suite 9034 New York, NY 10174 Tel: 212 - 671 - 1020 Email: JNVR@crescendo - ir.com

Appendix blake@janover.co janover.co

Strong refinance market Unlike residential there is a strong refinance market ahead for multifamily and commercial.

Meet “Alan”. He’s looking for a loan for his apartment building . Alan Miller 30 - unit apartment building Blue Springs, Missouri 01 Initial loan options Alan meets with his local bank who gives him a loan quote. It’s pretty similar to every other loan quote they’ve given him the last 25 years. 02 Online research Alan wonders if there are better options out there. He does some research and lands on one of our websites where he learns a lot. 03 Loan inquiry Alan decides to answer a few questions and submit a loan inquiry through our portal. It takes less than 2 minutes. 04 Loan matching Immediately, our software kicks in and matches Alan to a capital markets advisor or partner, begins the information collection process, and helps him line up the best deal. 05 Loan closing Alan gets a better deal than he would have had with his local bank, the lender gets a new client, and Janover gets compensated directly by the lender. Borrower journey

We start on mobile. Pr odu ct (Borrower View) 01 Convenient loan processing 02 Organized documents 03 Lender’s portal 04 Deal Summary

Stunning Loan Summary (OM) Our software processes key elements of the application and instantly generates a beautiful loan summary that lenders love. Pr odu ct (Global View)

Pr odu ct (Global View) Algorithmic Borrower and Lender Matchmaking Lenders are matched with borrowers that fit their credit box, significantly reducing the time they need to evaluate applications.

Lender portal Lenders can review open loan requests and submit soft quotes directly to borrowers. They can improve their deal quality by refining their credit box. Pr odu ct (Lender View)

Review & Accept Offers Borrowers can easily review and compare offers from lenders and accept and sign LOIs right in our portal. Pr odu ct (Borrower View)

The biggest segment. That no - one is talking about. Institutions are fighting over all the $10M+ loans, but hundreds of thousands of small loans a year are being originated in a highly fragmented market.

blake@janover.co janover.co

XML

Cover	Sep. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 08, 2023
Entity File Number	001-41748
Entity Registrant Name	JANOVER INC.
Entity Central Index Key	0001805526
Entity Tax Identification Number	83-2676794
Entity Incorporation, State or Country Code	DE
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
City Area Code	844
Local Phone Number	885-6875
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
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false