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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): January 8, 2024

 

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)

 

(561) 559-4111

(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 8.01. Other Events.

 

On January 8, 2024, Janover Inc., a Delaware corporation (the “Company”) issued a press release announcing that it has launched a new insurtech entity as a wholly owned subsidiary of the Company, Janover Insurance Group Inc. With the new subsidiary, the Company aims to transform the landscape of commercial property insurance through the application of generative AI and its unique access to data on the commercial property market.

 

The press release also announced that the Company has retained Mr. Tyler Schapiro (the “Consultant”), as a strategic advisor for its newly established commercial insurance arm, Janover Insurance Group Inc. In connection therewith, the Company has granted the Consultant 10,000 non-qualified stock-options (the “Equity Award”) of the Company. The Equity Award will be subject to the terms and conditions set forth in the Company’s 2023 Equity Incentive Plan (the “Plan”) and the applicable award agreement between the Company and the Consultant. One hundred percent (100%) of the Equity Award will vest on the one-year anniversary of the vesting commencement date. The Equity Award shall cease to vest on the date that notice of termination is given by either party to the other.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 8.01 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: January 11, 2024 JANOVER INC.
     
  By: /s/ Blake Janover
  Name:  Blake Janover
  Title: Chief Executive Officer and President

 

 

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