false0001805526 0001805526 2024-05-14 2024-05-14
 
 
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):
May 14, 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
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.
¨
 
 
 
 
Item 2.02. Results of Operations and Financial Condition.
 
On May 14, 2024, Janover Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
The information in this Item 2.02, including the press release attached as Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statement and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
 
Description
 
2
 
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: May 14, 2024
JANOVER INC.
 
 
 
 
 
 
By:
/s/ Blake Janover
 
 
Name:
 Blake Janover
 
 
Title:
Chief Executive Officer and President
 
 
3
 

Exhibit 99.1 




Janover Reports First Quarter 2024 Financial Results and Provides Business Update

 

Achieves 17% Sequential Increase in Revenue for Q1 2024 Compared to Q4 2023

 

18% of the Total Revenue Consisted of Recurring Revenue

 

Quarterly Revenue Per Transaction Increased 10%

 

Boca Raton, FL – May 14, 2024 – Janover Inc. (Nasdaq:  JNVR) (“Janover” or the “Company”), an AI-enabled platform for commercial real estate transactions, today provided a business update, and announced its financial results for the first quarter ended March 31, 2024.

 

Q1 2024 Key Financials

 

·

17% sequential increase in revenue for Q1 2024 compared to Q4 2023;

·

16% sequential increase in Small Business Administration (SBA) revenue for Q1 2024 compared to Q4 2023;

·

Revenue per transaction increased 10% year-over-year for the first quarter ended March 31, 2024;

·

18% of the total revenue consisted of recurring subscription revenue in Q1 2024;

·

$3.9 million in cash and cash equivalents as of March 31, 2024; and

·

No material debt or other instruments on the balance sheet.

 

Blake Janover, CEO of Janover, stated, “I am pleased to report that despite significant dislocation in the commercial real estate market, we achieved more than 17% sequential growth for the first quarter of 2024. This was due in part to the strength of our SBA business line, which experienced a sequential increase of 16%, as well as our focus on pursuing larger loan opportunities to enhance revenue per transaction. This strategy has resulted in a 10% year-over-year increase in revenue per transaction for the quarter ending March 31, 2024. Perhaps most importantly, approximately 18% of our total revenue consisted of recurring revenue in the first quarter of 2024 from software-as-a-service (“SaaS”) subscriptions. The acquisition of Groundbreaker in November 2023, a recurring revenue B2B SaaS platform for commercial property professionals, coupled with the recent launch of Janover Insurance Group (“Janover Insurance"), positions us to significantly bolster recurring and contractual revenue for the remainder of fiscal 2024. We will continue to focus on improving revenue by focusing on larger loan opportunities and products per transaction, while moving towards more and more recurring, subscription, and contractual revenue offerings.”

 

“We are cultivating a robust array of premium, tech-powered product offerings aimed at delivering maximum value and experience to our customers and ultimately our shareholders. Our product mix is increasingly comprised of high margin, recurring revenue products, including Groundbreaker and Janover Insurance (which renews annually), supported by our cutting-edge AI enabled platform. Additionally, our digital media assets include dozens of websites, generating over 100 million impressions annually on Google and facilitating tens of billions of dollars in loan applications each year. Our core multifamily, commercial real estate, and SBA finance marketplace round out our comprehensive suite of services. All of this is enabled by a team that provides world-class customer service and a team of expert advisors. We believe we have established a meaningful foundation and a highly scalable infrastructure, which we believe positions us well for future growth and real value to our shareholders in the years to come. I appreciate everyone that is with us on the journey during what we know is a challenged market. We’ve built something special here and I’m incredibly excited about where our new business lines combined with our current offerings will take us in the years ahead.”

 

 

Financial Results

 

Revenue for the quarter ended March 31, 2024, was approximately $411,000 compared to approximately $467,000 for the quarter ended March 31, 2023. This decrease was primarily due to a reduction in closed loans compared to the same period in 2023. However, revenue per transaction increased 10% due to the increase in loan size. Additionally, 18% of our total revenue consisted of recurring revenue. Sales and marketing expenses for the quarter ended March 31, 2024, were approximately $416,000, compared to approximately $294,000 for the quarter ended March 31, 2023. The majority of the increase can be attributed to an increase in compensation and benefits expense during the three months ended March 31, 2024, due to an increase in employees, compared to the same period in 2023. Net loss was approximately $964,000, or $0.09 basic and diluted loss per share, for the quarter ended March 31, 2024, compared to net loss of approximately $220,000, or $0.03 basic and diluted loss per share, for the quarter ended March 31, 2023.  Adjusted EBITDA loss was approximately $837,000, or $0.07 basic and diluted loss per share, for the quarter ended March 31, 2024, compared to adjusted EBITDA loss of approximately $175,000, or $0.03 basic and diluted loss per share, for the quarter ended March 31, 2023.  Adjusted EBITDA and adjusted EBITDA per share are non-GAAP financial measures (defined below).

 

About Janover Inc.

 

Janover is an AI-enabled platform for commercial real estate transactions. The Company seeks to revolutionize the commercial real estate lending market by making it hyper-efficient, transparent, and accessible to all rather than the few. Through the Company’s online platform, it provides technology that connects commercial mortgage borrowers looking for capital to refinance, build, or purchase commercial property, including, but not limited to, apartment buildings, to commercial property lenders. Borrowers include, but are not limited to, owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners, which Janover believes represents a significant growth opportunity. Lenders include small banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders, SBA lenders, and more. 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.


Contact:

 

Crescendo Communications, LLC

Tel: 212-671-1020

Email: jnvr@crescendo-ir.com

 

(Tables follow)

 


JANOVER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,924,238

 

 

$

5,075,609

 

Accounts receivable

 

 

120,779

 

 

 

86,138

 

Prepaid expenses

 

 

132,146

 

 

 

130,430

 

Total current assets

 

 

4,177,163

 

 

 

5,292,177

 

Property and equipment, net

 

 

33,137

 

 

 

28,137

 

Intangible assets, net

 

 

604,348

 

 

 

675,957

 

Goodwill

 

 

606,666

 

 

 

606,666

 

Other assets

 

 

18,107

 

 

 

18,107

 

Right of use asset

 

 

50,619

 

 

 

62,781

 

Total assets

 

$

5,490,040

 

 

$

6,683,825

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

212,172

 

 

$

539,136

 

Deferred revenue

 

 

83,233

 

 

 

83,228

 

Right of use liability, current portion

 

 

54,502

 

 

 

52,731

 

Total current liabilities

 

 

349,907

 

 

 

675,095

 

Contingent consideration

 

 

178,819

 

 

 

178,819

 

Right of use of liability

 

 

-

 

 

 

13,933

 

Total liabilities

 

 

528,726

 

 

 

867,847

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Series A Preferred stock, $0.00001 par value, 100,000 shares authorized, 10,000 shares issued and outstanding as of both March 31, 2024 and December 31, 2023

 

 

 

 

 

 

Series B Preferred stock, $0.00001 par value, 1,000 shares authorized, 0 shares issued and outstanding as of both March 31, 2024 and December 31, 2023

 

 

-

 

 

 

-

 

Common stock, $0.00001 par value, 100,000,000 shares authorized, 11,064,576 and 11,046,981 shares issued and outstanding as of March 31, 2024 and Deember 31, 2023, respectively

 

 

110

 

 

 

110

 

Additional paid-in capital

 

 

12,568,730

 

 

 

12,459,343

 

Accumulated deficit

 

 

(7,607,526

)

 

 

(6,643,475

)

Total stockholders' equity

 

 

4,961,314

 

 

 

5,815,978

 

Total liabilities and stockholders' equity

 

$

5,490,040

 

 

$

6,683,825

 

 

 

JANOVER INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

Three Months Ended

March 31,

 

 

 

2024

 

 

2023

 

Revenues

 

$

411,137

 

 

$

467,240

 

Cost of revenues

 

 

8,633

 

 

 

-

 

Gross profit

 

 

402,504

 

 

 

467,240

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Sales and marketing

 

 

415,626

 

 

 

293,745

 

Research and development

 

 

173,384

 

 

 

105,200

 

General and administrative

 

 

758,761

 

 

 

342,315

 

Depreciation and amortization

 

 

72,985

 

 

 

-

 

Total operating expenses

 

 

1,420,756

 

 

 

741,260

 

Loss from operations

 

 

(1,018,252

)

 

 

(274,020

)

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

Change in fair value of future equity obligations

 

 

-

 

 

 

45,710

 

Interest income

 

 

51,079

 

 

 

6,695

 

Other income

 

 

3,122

 

 

 

1,429

 

Total other income

 

 

54,201

 

 

 

53,834

 

Net loss

 

$

(964,051

)

 

$

(220,186

)

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic and diluted

 

 

11,061,839

 

 

 

7,064,008

 

Net loss per common share - basic and diluted

 

$

(0.09

)

 

$

(0.03

)

 

 

JANOVER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

Three Months Ended

March 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(964,051

)

 

$

(220,186

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

72,985

 

 

 

-

 

Stock-based compensation

 

 

108,155

 

 

 

99,156

 

Change in fair value of future equity obligations

 

 

-

 

 

 

(45,710

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(34,641

)

 

 

(77,423

)

Prepaid expenses

 

 

(1,716

)

 

 

-

 

Accounts payable and accrued expenses

 

 

(326,964

)

 

 

30,429

 

Deferred revenue

 

 

5

 

 

 

-

 

Net cash used in operating activities

 

 

(1,146,227

)

 

 

(213,734

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipement

 

 

(6,376

)

 

 

-

 

Net cash used in investing activities

 

 

(6,376

)

 

 

-

 

Cash flows from financing activities:

 

 

 

 

 

 

Exerecise of stock options

 

 

1,232

 

 

 

-

 

Net cash provided by financing activities

 

 

1,232

 

 

 

-

 

Net change in cash

 

 

(1,151,371

)

 

 

(213,734

)

Cash at beginning of period

 

 

5,075,609

 

 

 

981,125

 

Cash at end of period

 

$

3,924,238

 

 

$

767,391

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

-

 

 

$

-

 

Cash paid for taxes

 

$

-

 

 

$

-

 

 


JANOVER INC.

RECONCILIATION OF NON-GAAP MEASURES

(UNAUDITED)

 

 

 

Three Months Ended

March 31,

 

 

2024

 

 

2023

 

Consolidated Reconciliation of GAAP Net Loss to Adjusted EBITDA:

 

 

    

 

 

 

 

 

 

 

Net loss

 

$

(964,051

)

 

$

(220,186

)

 

 

 

 

 

 

 

 

 

Add (subtract):

 

 

    

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

108,155

 

 

 

99,156

 

Depreciation and amortization

 

 

72,985

 

 

 

-

 

Other income 

 

 

54,201

 

 

 

53,834

 

Adjusted EBITDA

 

$

(837,112

)

 

$

(174,865

)


 

Three Months Ended

 

 

March 31,

 

 

2024

 

 

2023

 

Consolidated Reconciliation of GAAP Net Loss per share to Adjusted EBITDA per share:

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.09

)

 

$

(0.03

)

 

 

 

 

 

 

 

 

 

Add (subtract):

 

 

    

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

0.01

 

 

 

0.01

 

Depreciation and amortization

 

 

0.01

 

 

 

-

 

Other income 

 

 

-

 

 

 

0.01

 

Adjusted EBITDA per share

 

$

(0.07

)

 

$

(0.03

)

 

Non-GAAP Financial Measures

 

To provide investors and the market with additional information regarding our financial results, we have disclosed adjusted EBITDA and adjusted EBITDA per share, non-GAAP financial measures that we calculate as net loss excluding; stock-based compensation expense; depreciation and amortization; and other income. We have provided reconciliations of adjusted EBITDA to net loss and adjusted EBITDA per share to earnings per share, the most directly comparable GAAP financial measures.

 

We have included adjusted EBITDA and adjusted EBITDA per share, herein, because they are key measures used by our management and Board of Directors to evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates operating performance comparability across reporting periods by removing the effect of non-cash expenses. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA per share provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

 

 

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Cover
May 14, 2024
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 14, 2024
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
Entity Address, Address Line Two Suite 250
Entity Address, City or Town Boca Raton
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33487
City Area Code 561
Local Phone Number 559-4111
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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
Entity Ex Transition Period false

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