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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): April 10, 2025

 

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 April 10, 2025, Janover Inc. (the “Company”) issued a press release announcing the purchase of approximately $4.6 million Solana (“SOL”) — the first execution under its newly adopted digital asset treasury strategy. This marks the first allocation of capital from the Company’s recently completed $42 million financing round and reflects management’s commitment to deploy capital efficiently when market conditions are attractive. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into Item 8.01 of this Current Report.

 

The information contained in this Item 8.01, including Exhibit 99.1, attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 8.01, including Exhibit 99.1 attached hereto, shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated April 10, 2025.
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: April 10, 2025 JANOVER INC.
     
  By: /s/ Joseph Onorati
  Name: Joseph Onorati
  Title: Chairman & CEO

 

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