DFDV 10-Q Quarterly Report June 30, 2024 | Alphaminr
DeFi Development Corp.
ALPHAMINR

DFDV 10-Q Quarter ended June 30, 2024

Balance Sheet
Cash Flow
Income Statement
Janover Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM  _________ to __________
COMMISSION FILE NUMBER 001-41748
JANOVER INC.
(Exact name of registrant as specified in its charter)
Delaware
83-2676794
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
6401 Congress Avenue, Suite 250
Boca Raton , FL 33487
( 561 ) 559-4111
(Address of principal executive offices) (Zip
Code)
(Registrant’s telephone number, including area
code)
___________________________________
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large, accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes
No
As of August 13, 2024, the registrant had a total of 11,182,223 shares of its common stock, par value $0.00001 per share, issued and outstanding.

JANOVER INC.
INDEX TO FORM 10-Q
Page #

2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:
·
the effect of and uncertainties related the ongoing volatility in interest rates;
·
our ability to achieve and maintain profitability in the future;
·
the impact on our business of the regulatory environment and complexities with compliance related to such environment;
·
our ability to respond to general economic conditions;
·
our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;
·
our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;
·
the success of our marketing efforts to access additional sales channels and our ability to expand our lender and borrower base;
·
our ability to grow market share in existing markets or any new markets we may enter;
·
our ability to develop new products, features and functionality that are competitive and meet market needs;
·
our ability to realize the benefits of our strategy, including our financial services and platform productivity;
·
our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;
·
our ability to establish and maintain effective system of internal controls over financial reporting;
·
our ability to maintain the listing of our securities on Nasdaq;
·
sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price;
·
the outcome of any legal or governmental proceedings that may be instituted against us; and
·
other factors detailed under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (“SEC”) on March 28, 2024.
Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.
3
P
ART I
I TEM 1. FINANCIAL STATEMENTS
JANOVER INC.
C ONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)
June 30,
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
3,236,660
$
5,075,609
Accounts receivable
111,179
86,138
Prepaid expenses
71,610
130,430
Total current assets
3,419,449
5,292,177
Property and equipment, net
38,173
28,137
Intangible assets, net
556,433
675,957
Goodwill
606,666
606,666
Other assets
95,630
18,107
Right of use asset
38,269
62,781
Total assets
$
4,754,620
$
6,683,825
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses
$
187,039
$
539,136
Deferred revenue
86,617
83,228
Right of use liability, current portion
41,181
52,731
Total current liabilities
314,837
675,095
Contingent consideration
178,819
178,819
Right of use of liability
-
13,933
Total liabilities
493,656
867,847
Commitments and contingencies (Note 9)
Stockholders' equity:
Series A Preferred stock, $ 0.00001 par value, 100,000 shares authorized, 10,000 shares issued and outstanding as of both June 30, 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 June 30, 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 June 30, 2024 and December 31, 2023, respectively
110
110
Additional paid-in capital
12,673,785
12,459,343
Accumulated deficit
( 8,412,931
)
( 6,643,475
)
Total stockholders' equity
4,260,964
5,815,978
Total liabilities and stockholders' equity
$
4,754,620
$
6,683,825
See the accompanying notes to the unaudited condensed consolidated financial statements.
4
J
ANOVER INC.
C ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
June 30,
Six Months Ended
June 30,
2024
2023
2024
2023
Revenues
$
440,973
$
601,940
$
852,110
$
1,069,180
Cost of revenues
8,034
-
16,667
-
Gross profit
432,939
601,940
835,443
1,069,180
Operating expenses:
Sales and marketing
413,629
315,445
829,255
609,190
Research and development
154,006
90,419
327,390
195,619
General and administrative
667,375
442,490
1,426,136
784,805
Depreciation and amortization
49,680
-
122,665
-
Total operating expenses
1,284,690
848,354
2,705,446
1,589,614
Loss from operations
( 851,751
)
( 246,414
)
( 1,870,003
)
( 520,434
)
Other income
(
expense
)
:
Change in fair value of future equity obligations
-
( 165,536
)
-
( 119,826
)
Interest income
43,853
12,833
94,932
19,528
Other income
2,493
1,266
5,615
2,695
Total other income (expense)
46,346
( 151,437
)
100,547
( 97,603
)
Net loss
$
( 805,405
)
$
( 397,851
)
$
( 1,769,456
)
$
( 618,037
)
Weighted average common shares outstanding - basic and diluted
11,064,576
7,064,008
11,063,215
7,064,008
Net loss per common share - basic and diluted
$
( 0.07
)
$
( 0.06
)
$
( 0.16
)
$
( 0.09
)
See the accompanying notes to the unaudited condensed consolidated financial statements.
5
J
ANOVER INC.
C ONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
Series
A
Series
B
Common
Additional
Total
Preferred
Stock
Preferred
Stock
Stock
Paid-in
Accumulated
Stockholders'
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit
Equity
Balances at December 31, 2022
10,000
$
-
-
$
-
7,064,008
$
71
$
3,794,988
$
( 3,269,681
)
$
525,378
Stock-based compensation
-
-
-
-
-
-
99,156
-
99,156
Net loss
-
-
-
-
-
-
-
( 220,186
)
( 220,186
)
Balances at March 31, 2023
10,000
-
-

-
7,064,008
71
3,894,144
( 3,489,867
)
404,348
Issuance of preferred stock
-
-
1,000
-
-
-
1,000,000
-
1,000,000
Stock-based compensation
-
-
-
-
-
-
103,876
-
103,876
Net loss
-
-
-
-
-
-
-
( 397,851
)
( 397,851
)
Balances at June 30, 2023
10,000
$
-
1,000
$
-
7,064,008
$
71
$
4,998,020
$
( 3,887,718
)
$
1,110,373
Balances at December 31, 2023
10,000
$
-
-
$
-
11,046,981
$
110
$
12,459,343
$
( 6,643,475
)
$
5,815,978
Exercise of stock options
-
-
-
-
17,595
-
1,232
-
1,232
Stock-based compensation
-
-
-
-
-
-
108,155
-
108,155
Net loss
-
-
-
-
-
-
-
( 964,051
)
( 964,051
)
Balances at March 31, 2024
10,000
-
-
-
11,064,576
110
12,568,730
( 7,607,526
)
4,961,314
Stock-based compensation
-
-
-
-
-
-
105,055
-
105,055
Net loss
-
-
-
-
-
-
-
( 805,405
)
( 805,405
)
Balances at June 30, 2024
10,000
$
-
-
$
-
11,064,576
$
110
$
12,673,785
$
( 8,412,931
)
$
4,260,964
See the accompanying notes to the unaudited condensed consolidated financial statements.
6
J
ANOVER INC.
C ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
2024
2023
Cash flows from operating activities:
Net loss
$
( 1,769,456
)
$
( 618,037
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
122,665
-
Stock-based compensation
213,210
203,032
Change in fair value of future equity obligations
-
119,826
Changes in operating assets and liabilities:
Accounts receivable
( 25,041
)
( 60,956
)
Prepaid expenses
58,820
-
Other assets
( 77,523
)
-
Accounts payable and accrued expenses
( 352,097
)
33,215
Deferred revenue
3,389
973
Right of use of liability, net
( 972
)
-
Net cash used in operating activities
( 1,827,005
)
( 321,947
)
Cash flows from investing activities:
Purchase of property and equipment
( 13,176
)
-
Net cash used in investing activities
( 13,176
)
-
Cash flows from financing activities:
Exercise of stock options
1,232
-
Issuance of preferred stock
-
1,000,000
Deferred offering costs
-
( 77,633
)
Net cash provided by financing activities
1,232
922,367
Net change in cash and cash equivalents
( 1,838,949
)
600,420
Cash and cash equivalents at beginning of period
5,075,609
981,125
Cash and cash equivalents at end of period
$
3,236,660
$
1,581,545
Supplemental disclosure of cash flow information:
Cash paid for interest
$
-
$
-
Cash paid for taxes
$
-
$
-
See the accompanying notes to the unaudited condensed consolidated financial statements.
7
J
ANOVER INC.
N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
NATURE OF OPERATIONS
Janover Inc. (“Janover” or the “Company”) was originally formed as Janover Ventures, LLC on November 28, 2018 in the State of Florida as a limited liability company and converted to a corporation, incorporated in the State of Delaware on March 9, 2021. The Company provides a technology platform that connects commercial mortgage and small business borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders.  These property lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial institutions looking to deploy capital into commercial mortgages.  The Company is headquartered in Boca Raton, Florida.
Acquisition of Groundbreaker
On November 17, 2023, the Company, and Groundbreaker Tech Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Buyer”), simultaneously (i) entered into an Asset Purchase Agreement with Groundbreaker Technologies Inc., a Delaware corporation (“Seller”), and its principal stockholder, pursuant to which the Buyer agreed to acquire substantially all of the assets of the Seller and certain liabilities related to Seller’s business activities (the “Seller’s Business”) and (ii) closed the Seller acquisition. Following the closing of the Seller acquisition, the Purchased Assets are now being held by the Buyer, and the Seller’s Business is being operated by and through the Company.  See Note 4 for further detail.
Janover Insurance Group Inc.
On November 27, 2023, the Company formed a wholly-owned subsidiary, Janover Insurance Group Inc. (“JIG”), a Delaware corporation. With the new
Insurtech
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 Company has received licensing in certain states and is pursuing licensure in various additional states.
2.
GOING CONCERN
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of
approximately
$ 1.8 million and $ 618 ,000 during the six months ended June 30, 2024, and 2023, respectively, and had cash used in operations of
approximately
$ 1.8 million during the six months ended June 30, 2024.
Management’s Plans
As of the issuance date of these condensed consolidated financial statements, the Company expects that its cash and cash equivalents of approximately $ 3.2 million as of June 30, 2024 will be sufficient to fund its operating expenses and capital expenditure requirements for at least one year from the date these financial statements are issued.
8
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America ("GAAP").
Unaudited Interim Financial Information
The unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP for interim financial information, within the rules and regulations of the SEC. Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The unaudited interim financial statements have been prepared on a basis consistent with the audited financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented and of the financial condition as of the date of the interim balance sheet. The financial data and the other information disclosed in these notes to the interim financial statements related to the three-month periods are unaudited. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Form 10-K filed on March 28, 2024.
Principles of Consolidation
These unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated on consolidation.
Use of Estimates
The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of assets acquired and liabilities assumed pursuant to business combinations, contingent consideration, and stock-based compensation. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. At June 30, 2024 and December 31, 2023, the Company’s cash and cash equivalents were held at accredited financial institutions.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.
9
Fair Value Measurements
Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The carrying values of the Company’s accounts receivable, prepaid expenses and accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.
At June 30, 2024 and December 31, 2023, the Company’s approximately $ 3.2 million and $ 5.1 million in cash and cash equivalents of which approximately $ 1.9 million and $ 3.8 million were invested in money market funds which are classified within Level 1, all respectively.
The Company’s contingent consideration recorded in connection with the Groundbreaker acquisition (see Note 4) is a Level 3 liability. The liability is valued using a probability weighted analysis of the respective earn out provisions.
Accounts Receivable
Accounts receivable are derived from services delivered to customers and are stated at their net realizable value.  Each month, the
Company reviews its receivables on a customer-by-customer basis and evaluates whether an allowance for doubtful accounts is necessary based on any known or perceived collection issues. Any balances that are eventually deemed uncollectible are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2024 and December 31, 2023, the Company determined there was no allowance for doubtful accounts necessary.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of the asset, which is three ( 3 ) to five ( 5 ) years for computer and hardware and five ( 5 ) to seven ( 7 ) years for the Company’s furniture and fixtures. Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheets and any resulting gains or losses are included in the statement of operations in the period of disposal.
Intangible Assets
Intangible assets represent various domain names the Company purchased. The Company owns the domain names indefinitely. Costs to renew domains are expensed as incurred.  In connection with the Groundbreaker acquisition, the Company identified developed technology and the brand name (see Note 4). The brand name is indefinite lived. The Company amortizes the developed technology intangibles on a straight-line basis over a useful life of three (3) years.
10
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Acquisitions, Goodwill and Other Intangible Assets
The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The Company uses a variety of information sources to determine the value of acquired assets and liabilities, including identifiable intangibles.
Goodwill and indefinite-lived intangibles are not amortized but are instead evaluated annually for impairment as part of the Company’s annual financial review, or when indicators of a potential impairment are present. The annual test for impairment performed for goodwill can be qualitative or quantitative, taking into consideration certain factors surrounding the fair value of the goodwill including, level by which fair value exceeded carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results at the test date.
As of June 30, 2024, and December 31, 2023, the Company determined that no impairment was necessary.
Contingent Consideration
The Company records a contingent consideration liability relating to potential earnout payments based on revenue targets pursuant to the Groundbreaker acquisition. The estimated fair value of the contingent consideration is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
The Company estimates and records the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration and recognizes any change in fair in the consolidated statement of operations. The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. The contingent consideration liability is to be settled with either the payment of cash or the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid-in capital in the stockholders’ equity section of the Company’s condensed consolidated balance sheets.
Revenue Recognition
The Company accounts for revenue under ASC 606
, Revenue from Contracts with Customers
. The Company determines revenue recognition through the following steps:
Identification of a contract with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when or as the performance obligations are satisfied.
11
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.
The Company derives its revenue primarily from platform fees, which also includes referral and advisory fees. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and the promised services have transferred to the customer. The Company's services are generally transferred to the customer at a point in time, which is when the underlying lending transaction has closed and successfully funded. The Company may act as an agent for both lenders and borrowers.
Groundbreaker primarily derives its revenue from software as a service (“SaaS”) subscription fees, which is recognized over time throughout the term of the customer contract. As of June 30, 2024, there was $ 69,117 in deferred revenue pertaining to Groundbreaker for subscription fees received in advance of performance obligations satisfied. The revenue will be recognized in 2024 and 2025.
JIG derives its revenue from subscriptions pertaining to
annual
i
nsurance premium commissions, which is recognized at the start of the annual term, when the insurance coverage is bound.
The disaggregation of revenue is as follows:
Three Months Ended
June
3
0
,

Six Months Ended

June 30,

2024
2023
2024
2023
Platform fees
$
352,317
$
601,940
$
690,747
$
1,069,180
Subscription revenue
88,656
-
161,363
-
Total revenue
$
440,973
$
601,940
$
852,110
$
1,069,180

Subscription revenue includes SaaS fees from our Groundbreaker subsidiary and annual insurance premium commissions from our Insurtech subsidiary.


Cost of Revenues
Cost of revenues consist of direct software and hosting fees associated with Groundbreaker’s SaaS activities.
Advertising and Promotion
Advertising and promotional costs are expensed as incurred. Advertising expenses were approximately $ 25,000 and $ 16,000 for the three months ended June 30, 2024, and 2023, and $ 57,000 and $ 32,000 for the six months ended June 30, 2024 and 2023, respectively.
Research and Development Costs
Research and development costs include costs to develop and refine technological processes used to carry out business operations, including personnel costs for website and non-capitalizable software design and development functions and related software and hosting costs. Research and development costs charged to expense were approximately $ 154,000 and $ 90,000 for the three months ended June 30, 2024, and 2023, and approximately $ 327,000 and $ 196,000 for the six months ended June 30, 2024 and 2023, respectively.
Concentrations
During the three months ended June 30, 2024
two
lenders accounted for 25 %
of the Company’s revenues, and for the six months ended June 30, 2024 six lenders accounted for 38 % of the Company’s revenues. During the three and six months ended June 30, 2023 two lenders accounted for
48 % of the Company’s revenues. The Company may be negatively affected by the loss of one of these lenders.
12
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718,
Compensation – Stock Compensation.
The Company measures all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. For awards with service-based vesting conditions, the Company records the expense for using the straight-line method. For awards with performance-based vesting conditions, the Company records the expense if and when the Company concludes that it is probable that the performance condition will be achieved.
The Company classifies stock-based compensation expense in its statement of operations in the same manner in which the award recipient’s costs are classified.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company was a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Forfeitures are recognized as they occur. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions.
The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards.
Net Loss per Share
Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect
the
actual weighted average
of
common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of June 30, 2024, and 2023, diluted net loss per share is the same as basic net loss per share. Other potentially dilutive items outstanding as of June 30, 2024, and 2023 are as follows:
June 30,
2024
2023
Series A Preferred Stock
10,000
10,000
Stock options
400,989
422,214
Series B Preferred Stock (convertible to common stock)
-
500,000
Restricted stock units
225,000
-
Warrants
70,625
-
Total potentially dilutive shares
706,614
932,214
Recently Adopted Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
4.
BUSINESS COMBINATIONS
Groundbreaker Acquisition
On November 17, 2023, the Company issued 1,051,908 shares of common stock pursuant to the Asset Purchase Agreement for a fair value of approximately $ 946,000 , or $ 0.90 per share. Additionally, the Company paid the Seller $ 60,000 in cash consideration.
13
Additionally, the Company issued the right to three earnout payments totaling up to $ 4,000,000 in value combined (the “Earnout Payments”) which may be paid to Seller, subject to and payable in accordance with earnout thresholds specified in the Purchase Agreement. Each of these Earnout Payments may be comprised of cash and/or shares of common stock (the “Earnout Shares”) and will have to be earned during the period between closing and December 31, 2026. The Seller has the option to receive either cash or shares of common stock. The Earnout Shares will be valued at the greater of the closing price at the time of the closing, or the market price at the time of issuance based on the thirty-day volume weighted average price of the Common Stock prior to the date of the issuance in the applicable measurement year. In accordance with the earn out provisions per the Asset Purchase Agreement, the Company determined an initial fair value of approximately $ 179 ,000 based on the fair value of the shares at the acquisition date and probabilities of the respective earnout terms (see Note 5).
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information presents the Company’s financial results as if the Groundbreaker acquisition had occurred as of January 1, 2023. The unaudited pro forma financial information is not necessarily indicative of what the financial results would have been, had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The following unaudited pro forma financial information includes incremental intangible asset amortization as a result of the acquisition. The pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:
Six Months Ended
June 30, 2023
(Unaudited)

Revenue
$
1,267,771
Net loss
( 643,819
)
Net loss per common share - basic and diluted
$
( 0.09
)
14
5.
FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows:
Fair Value Measurements
as of June 30, 2024 Using:
Level 1
Level 2
Level 3
Total
Liabilities:
Contingent consideration
$
-
$
-
$
178,819
$
178,819
$
-
$
-
$
178,819
$
178,819
Fair Value Measurements
as of December 31, 2023 Using:
Level 1
Level 2
Level 3
Total
Liabilities:
Contingent consideration
$
-
$
-
$
178,819
$
178,819
$
-
$
-
$
178,819
$
178,819
Contingent Consideration
The Company measured the contingent consideration liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the contingent consideration liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the contingent consideration liability related to updated assumptions and estimates are recognized within the statements of operations.
The fair value of the contingent consideration liability related to the Company’s business combination is valued using the potential earnout payment schedule per the Groundbreaker Agreement, the underlying revenue projections of the Seller and revenue growth and volatility assumptions. In connection with the business combination, the Company utilized the following inputs for the fair value of the contingent consideration: industry revenue growth of ( 1.0 %), revenue volatility of 148 %, a discount rate of 13.9 % and a term of 3 years.  The Company determined there was no change in fair value as of June 30, 2024, or December 31, 2023.
6.
LONG-LIVED ASSETS
Property and Equipment
The following is a summary of property and equipment, net:
June 30,
December 31,
2024
2023
Computer and hardware
$
31,200
$
22,249
Furniture and fixtures
11,026
6,800
Total
42,226
29,049
Less: Accumulated depreciation
( 4,053
)
( 912
)
Property and equipment, net
$
38,173
$
28,137
Depreciation expense was approximately $ 2,000 and $ 0 for the three months and approximately $ 3,000 and $ 0 for the six months ended June 30, 2024, and 2023, respectively.
15
Intangible Assets
The following is a summary of intangible assets:
June 30,
2024
December 31,
2023
Finite-Lived
Developed technology
$
576,560
$
576,560
Less: accumulated amortization
( 119,524
)
-
Total
457,036
576,560
Indefinite-Lived
Brand name
83,219
83,219
Domain name
16,178
16,178
Intangible assets
$
556,433
$
675,957
Amortization expense was approximately $ 48,000 and $ 0 for the three months and approximately $ 120,000 and $ 0 for the six months ended June 30, 2024 and 2023, respectively. Amortization expense relates to Groundbreaker’s developed technology, which will be amortized over a 3-year period.
7.
STOCKHOLDERS’ EQUITY
In January 2024, a director exercised 17,595 options for shares of common stock for proceeds of $ 1,232 .
Janover Inc. 2021 Equity Incentive Plan
In November 2021, the Board of Directors adopted the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), effective as of November 1, 2021. The 2021 Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) non statutory stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards. The 2021 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock. The Board reserved 659,824 shares of common stock issuable upon the grant of awards. Stock options comprise all of the awards granted since the 2021 Plan’s inception.
Janover Inc. 2023 Equity Incentive Plan
In September 2023, the Board of Directors adopted the Company’s 2023 Equity Incentive Plan (the “2023 Plan”), effective as of September 29, 2023. The 2023 Plan provides for the grant of the following types of stock awards: (i) incentive stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards and (v) performance awards. The 2023 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate and provide a means by which the eligible recipients may benefit from increases in value of the common stock.
The Board reserved 1,500,000 shares of common stock issuable upon the grant of awards, which includes the 659,824 shares reserved per the 2021 Plan noted above. Stock options and restricted stock units comprise all of the awards granted since the 2023 Plan’s inception. The Company has historically granted stock options that vest between one and four years, with a contractual period of ten years. As of June 30, 2024, there were 750,355 shares in aggregate available for grant under both the 2021 and 2023 Plans.
A summary of information related to stock options for the six months ended June 30, 2024, is as follows:
Options
Weighted
Average
Exercise Price
Intrinsic
Value
Outstanding as of December 31, 2023
518,584
$
2.34
$
35,246
Granted
41,000
1.13
Exercised
( 17,595
)
0.07
Forfeited
( 141,000
)
1.06
Outstanding as of June 30, 2024
400,989
$
2.76
$
1,232
Exercisable as of June 30, 2024
53,988
$
3.69
$
1,232
Exercisable and expected to vest at June 30, 2024
400,989
$
2.76
$
1,232
The weighted average duration to expiration for outstanding options at June 30, 2024 was 9.05 years.
16

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted:
Six Months Ended

June, 30
2024
2023
Risk-free interest rate
3.98 % - 4.68
%
n/a
Expected term (in years)
5.5
-
6.0

n/a
Expected volatility
40.3 % - 40.6
%
n/a
Expected dividend yield
-

n/a
The weighted average grant date fair value of stock options granted during the six months ended June 30, 2024 was $ 1.13 . There were no options granted during the six months ended June 30, 2023. Stock-based compensation expense related to stock options was approximately $ 87,000 and $ 104,000 for the three months ended June 30, 2024 and 2023, respectively, and approximately $178,000 and $203,000 for the six months ended June 30, 2024 and 2023, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $ 89,000 as of June 30, 2024, which will be recognized over a weighted average period of 2.76 years.
Warrants
In connection with the Company’s IPO, the Company granted an aggregate of 70,625 warrants to purchase common stock to the underwriters at an exercise price of $ 4.40 , which is equal to 110 % of the offering price. The warrants may be exercised beginning on January 25, 2024 , until July 24, 2028 .
Restricted Stock Units
In September 2023, the Company granted 225,000 restricted stock units (“RSUs”) under the 2021 Plan to the Chief Financial Officer (see Note 9). The RSUs vest over a period of 4 years. The Company recorded stock-based compensation expense of approximately $ 18,000 and $35,000 for the three and six months ended June 30, 2024. Total unrecognized compensation cost related to non-vested restricted common stock amounted to approximately $ 245,000 as of June 30, 2024, which is expected to be recognized over 3.25 years. As of June 30, 2024, 225,000 RSUs remained unvested.
Classification
Total stock-based compensation is as follows:
Three Months Ended
June, 30
Six Months Ended
June, 30
2024
2023
2024
2023
Sales and marketing
$
2,100
$
36,325
$
6,594
$
68,984
Research and development
3,015
19,439
5,765
38,353
General and administrative
99,940
48,112
200,851
95,695
$
105,055
$
103,876
$
213,210
$
203,032
8.
RELATED PARTY TRANSACATIONS
See Note 7 for options exercised by a director.
During the three months ended June 30, 2024, and 2023, the Company incurred $ 0 and approximately  $ 58,000 , and during the six months ended June 30, 2024 and 2023, the Company incurred $ 0 and approximately $ 115,000 , respectively, to an entity owned by the Chief Executive Officer for compensation. The amounts are included in general and administrative expenses in the statements of operations.
9.
COMMITMENTS AND CONTINGENCIES
Contingencies
The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition or results of operations.

17
10.
SUBSEQUENT EVENTS
On July 2, 2024, the Company filed an offering statement on Form 1-A with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Company’s Form 1-A is yet to be qualified.
On July 8, 2024, the Company issued 117,647 shares of its common stock in exchange for marketing services The marketing services contract is over a six-month period ending January 8, 2025 .

On July 16, 2024, the Company received a letter from The Nasdaq Stock Market advising that the Company did not meet the minimum $ 1.00 per share bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2) because the closing bid price per share for the Company’s common stock had closed below $ 1.00 for the previous 30 consecutive business days (the “Bid Price Rule”). The Company was given until January 13, 2025, to regain compliance with the Bid Price Rule.

On July 26, 2024, 70,000 restricted stock units (“RSUs”) were issued to our independent Board of Directors in accordance with their Board of Director agreements.  These RSUs will vest over a period of two years .

On August 1, 2024, the Company entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc., as sales agent, to sell, from time to time, shares of its common stock having an aggregate offering price of up to $ 0.99 , through an “at the market” offering pursuant to the Company’s Registration Statement on
Form S-3 (File No. 333-281185), as
may be
supplemented
by a prospectus supplement.

Management has evaluated subsequent events through August 13, 2024, the date the condensed financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these condensed financial statements.
18
I
TEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and the other information set forth in our Annual Report on Form 10-K. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the SEC.
Overview
We provide a technology platform that connects commercial mortgage borrowers looking for debt to refinance, build, or buy commercial property including apartment buildings to commercial property lenders. These property lenders include traditional banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other financial institutions looking to deploy capital into commercial mortgages.
We have developed an AI-enabled, B2B fintech marketplace platform that connects commercial borrowers and lenders, with a human touch. Commercial property owners, operators, and developers can quickly create an account on our platform, chat with our AI, set up their own profile and submit and manage loan requests on their dashboard in a digital experience. Our algorithms automatically match borrowers to their best loan option(s) or to our internal capital markets advisors (inbound sales team) that guide the borrower through the process and connect them with the right loan product and lender. Originators that work at commercial real estate mortgage lenders can log in and use their lender portal to view, sort, and engage with their new matches in real-time and communicate with the borrowers, tracking their loans right through our portal; they can setup the types of deals they are looking for as well. Our capital markets advisors have their own interface that gives them access to targeted loan opportunities, market intelligence, and data empowering them to better assist borrowers in managing their choices, leading to the best possible outcomes for both lenders and borrowers while building trust, all of which enhances our brand.
We currently have two different customer segments: lenders and borrowers. 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 we believe represents a significant growth opportunity). Lenders include banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, commercial mortgage-backed securities (“CMBS”) lenders and Small Business Administration (“SBA”) lenders, and more.
Our business model includes earning a transaction fee each time a loan closes with a lender through our platform. We are either paid a share of the revenue from the transaction by the lender and/or receive some fixed sum in an amount we negotiate from the borrower. While we are generally paid by the lender or the borrower and are paid by both sometimes. Our average fee earned per transaction is approximately 1% of the loan amount generally earned at the time of closing. We do not make loans or share risk with the lenders, with whom we conduct business with. With the acquisition of Groundbreaker and the recent launch of our Insurtech subsidiary, an increasing portion of our total revenue is recurring software subscription revenue.

Strategy
In fiscal 2024, we plan to focus on our growth opportunities which are also the foundations of our competitive advantage. We are focused on executing in the following ways:
1.
Expanding our sales channels beyond search engine optimization and inbound contacts from our websites into new sales channels and strategic and referral partnerships.
19
2.
Building out our product, enriching it with data and features, while making it easier for lenders to onboard, borrowers to access more options, and our internal capital markets advisors to provide deeper value to both borrowers and lenders. We will continue to enhance our AI capabilities to drive future productivity and growth opportunities. We aim to create a denser network and stickier experience for all stakeholders.
3.
Expanding our performance marketing within and beyond multifamily to accelerate our acquisition of high-intent office, retail, hotel, self-storage, and small business borrower accounts.
4.
Focusing on expanding our core-product suite through M&A opportunities that have similar characteristics to our Groundbreaker acquisition. These characteristics include but are not limited to predictable recurring revenue, high gross margins, cash flow or approaching cash flow positive, and a product line that will fit into our commercial real estate funnel and ecosystem. These M&A candidates will complement our core business by upselling and cross selling both new and existing products.  In 2024 we will also be focusing our attention to the commercial insurance space as we recently launched our new Insurtech subsidiary, Janover Insurance Group Inc. in January 2024, which recently received its Florida license approval in March 2024.
All of this will be done by continuing to:
1.
Hire high-performing and aligned personnel to help us execute our strategy.
2.
Invest in our platform and technology.
3.
Cultivate a culture of creativity, hard work, innovation, curiosity, and community.
Economic and Market Risks and Uncertainties in Our Business Model
We may be negatively impacted by periods of economic downturns, recessions, and disruptions in the capital markets, credit and liquidity issues in the capital markets, including international, national, regional and local markets, tax and regulatory changes and corresponding declines in the demand for commercial real estate investment and related services. Historically, commercial real estate markets and, in particular, the U.S. commercial real estate market, have tended to be cyclical and related to the flow of capital to the sector, the condition of the economy as a whole and the perceptions and confidence of market participants to the economic outlook. Cycles in the real estate markets may lead to similar cycles in our earnings and significant volatility in our stock price. Further real estate markets may “lag” behind the broader economy such that even when underlying economic fundamentals improve in a given market, additional time may be required for these improvements to translate into strength in the real estate markets. The “lag” may be exacerbated when banks delay their resolution of commercial real estate assets whose values are less than their associated loans.
Negative economic conditions, changes in interest rates, credit and the availability of capital, both debt and/or equity, disruptions in capital markets, the uncertainty of the tax and regulatory environment or declines in the demand for commercial real estate investment and related services in international and domestic markets or in significant markets in which we do business, have had and could have in the future a material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real estate market is directly impacted by (i) the lack of debt and/or equity financing for commercial real estate transactions, (ii) increased interest rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the perception that commercial real estate is an accepted asset class for portfolio diversification, (iv) changes in tax policy affecting the attractiveness of real estate as an investment choice, (v) changes in regulatory policy impacting real estate development opportunities and capital markets, (vi) slowdowns in economic activity that could cause residential and commercial tenant demand to decline, and (vii) declines in the regional or local demand for commercial real estate, or significant disruptions in other segments of the real estate markets could adversely affect our results of operations. Any of the foregoing would adversely affect the operation and income of commercial real estate properties.
These and other types of events could lead to a decline in transaction activity as well as a decrease in property values which, in turn, would likely lead to a reduction in financing fees relating to such transactions. These effects would likely cause us to realize lower revenues. Such declines in transaction activity and value would likely also significantly reduce our financing activities and revenues. Fiscal uncertainty, significant changes and volatility in the financial markets and business environment, and similar significant changes in the global, political, security and competitive landscape, make it increasingly difficult for us to predict our revenue and earnings into the future. As a result, any revenue or earnings projections or economic outlook which we may give may be materially affected by such events. Fiscal 2023 was one of the most challenging years for the commercial real estate industry and the first half of fiscal 2024 has continued with this trend.
20
Seasonality
Traditionally, the commercial real estate market is seasonal in nature, with the first and fourth fiscal quarters being more active than the sec
ond and third fiscal quarters. However, during fiscal 2023
and the first half of fiscal 2024,
the commercial real estate market was less seasonal due to the significant macroeconomic pressures in the commercial real estate market.

Recent Developments

Public Offering of Common Stock and/or Pre-Funded Warrants – Regulation A
On July 2, 2024, the Company filed an offering statement on Form 1-A with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Company’s Form 1-A is yet to be qualified.

Nasdaq Deficiency Notice
On July 16, 2024, the Company received a letter from The Nasdaq Stock Market advising that the Company did not meet the minimum $1.00 per share bid price requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Listing Rule 5550(a)(2) because the closing bid price per share for the Company’s common stock had closed below $1.00 for the previous 30 consecutive business days (the “Bid Price Rule”). The Company was given until January 13, 2025, to regain compliance with the Bid Price Rule.

ATM Offering Agreement

On August 1, 2024, the Company entered into an At-the-Market Offering Agreement (the “Sales Agreement”) with R.F. Lafferty & Co., Inc., as sales agent, to sell, from time to time, shares of its common stock having an aggregate offering price of up to $0.99, through an “at the market” offering pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-281185), as may be supplemented by a prospectus supplement.

Results of Operations
Three Months Ended June 30, 2024, Compared to the Three Months Ended June 30, 2023
The following table provides certain selected financial information for the periods presented:
Three Months Ended
June 30,
2024
2023
Change
Change %
Revenues
$
440,973
$
601,940
$
(160,967
)
(27
%)
Cost of revenue
8,034
-
8,034
-
%
Gross profit
432,939
601,940
(169,001
)
(28
%)
Operating expenses:
Sales and marketing
413,629
315,445
98,184
31
%
Research and development
154,006
90,419
63,587
70
%
General and administrative
667,375
442,490
224,885
51
%
Depreciation and amortization
49,680
-
49,680
-
%
Total operating expenses
1,284,690
848,354
436,336
51
%
Loss from operations
(851,751
)
(246,414
)
(605,337
)
(246
%)
Other income (expense)
46,346
(151,437
)
197,783
(131
%)
Net loss
$
(805,405
)
$
(397,851
)
$
(407,554
)
(102
%)
Weighted average common shares outstanding - basic and diluted
11,064,576
7,064,008
Net loss per common share - basic and diluted
$
(0.07
)
$
(0.06
)
Revenue
Revenue for the three months ended June 30, 2024 was approximately $441,000 as compared to approximately $602,000 for the three months ended June 30, 2023, a decrease of approximately $161,000, or 27%. Revenue for the three months ended June 30, 2024 increased sequentially by approximately 7% compared to the three months ended March 31, 2024. During the three months ended June 30, 2024 there were 23 transactions that closed on our marketplace, compared to 45 during the three months ended June 30, 2023. The average revenue per transaction was approximately $12,000 in the three months ended June 30, 2024, compared to $13,000 for the three months ended June 30, 2023. This 6% decrease in average revenue per transaction was the result of a change in the average loan size during the three months ended June 30, 2024 compared to the similar period in the prior year. Our average revenue per transaction closed will vary from period to period, depending on the size of the underlying loan transactions in any given period.  We will focus our efforts on revenue growth, with an emphasis on our most profitable cohorts of customers. We will target increasing both our number of transactions closed and our revenue per transaction closed. During fiscal 2024, we will be focusing on larger loan opportunities, which should increase our average loan size. With the acquisition of Groundbreaker and the recent launch of our Insurtech, an increasing portion of our total revenue will be recurring revenue, where we receive annual, quarterly, and monthly subscriptions, and annual insurance premium commissions. For the quarter ended June 30, 2024 approximately 20% of our total revenue was recurring revenue compared to 18% for the quarter ended March 31, 2024.  There was no recurring revenue for the comparable periods in fiscal 2023. The Company will continue to migrate our revenue to recurring and subscription revenue for the remainder of fiscal 2024 and beyond.

21
Cost of revenue

Cost of revenue for the three months ended June 30, 2024 was approximately $8,000 as compared to $0 for the three months ended June 30, 2023. The entire cost of revenue balance consists of software and hosting costs related Groundbreaker. Cost of revenue represents approximately 2% of total revenue for the three months ended June 30, 2024.
Operating Expenses

Our operating expenses by category for the three months ended June 30, 2024 and 2023 is as follows:
Three Months

Ended

June 30,


2024
2023
Change
% Change
Sales and marketing expenses:
Compensation and benefits
$
362,153
$
247,830
$
114,323
46
%
Advertising and marketing
25,081
15,613
9,468
61
%
Stock based compensation
2,100
36,325
(34,225
)
(94
%)
Other
24,295
15,677
8,618
55
%
Total sales and marketing expenses
$
413,629
$
315,445
$
98,184
31
%
Research and development expenses:
Compensation and benefits
$
130,965
$
63,538
$
67,427
106
%
Stock based compensation
3,015
19,439
(16,424
)
(84
%)
Software license fees
20,026
7,442
12,584
169
%
Total research and development
$
154,006
$
90,419
$
63,587
70
%
General and administrative expenses:
Compensation and benefits
$
290,916
$
264,402
$
26,514
10
%
Stock based compensation
99,940
48,112
51,828
108
%
Professional fees and insurance
215,497
64,117
151,380
236
%
Office related expenses
32,551
24,767
7,784
31
%
Information technology support
7,535
14,873
(7,338
)
(49
%)
Other
20,936
26,219
(5,283
)
(20
%)
Total general and administrative expenses
$
667,375
$
442,490
$
224,885
51
%

Sales and marketing expenses

Our sales and marketing costs are primarily comprised of personnel and advertising costs. Sales and marketing expenses for the three months ended June 30, 2024 were approximately $414,000, compared to approximately $315,000 for the three months ended June 30, 2023, an increase of $98,000, or 31%.  The majority of the increase can be attributed to an increase in compensation and benefits expense during the three months ended June 30, 2024, due to an increase in employees, compared to the same period in 2023.  Offsetting this increase in sales and marketing expenses for the three months ended June 30, 2024, was a $34,000 reduction in stock-based compensation. Advertising and marketing expenses increased 61%, to approximately $25,000 for the three months ended June 30, 2024, compared to approximately $16,000 for the same period in the prior year, which was primarily due to an increase in online advertising and business development expenses. As we continue to improve the efficiency of our sales and marketing efforts, leveraging our search engine optimization and our artificial intelligence engine, we expect to continue to optimize our advertising and marketing expenses while lowering our customer acquisition costs to drive a more productive sales and marketing spend.

Research and development expenses

Our research and development costs are primarily comprised of personnel costs and software license fees to support the development of our marketplace. Research and development expenses for the three months ended June 30, 2024 were approximately $154,000, compared to approximately $90,000 for the three months ended June 30, 2023, an increase of approximately $64,000, or 70%. The majority of the increase can be attributed to an increase in compensation and benefits expense during the three months ended June 30, 2024, due to an increase in employees, compared to
the same period in 2023. Offsetting this increase in research and development expenses for the three months ended June 30, 2024, was a $16,000 reduction in stock-based compensation. We will continue to focus on developing our digital marketplace and our AI for the benefit of driving customer value on both sides of our marketplace which we believe will drive long term value to customers and our shareholders.
22
General and administrative expenses

Our general and administrative costs include personnel costs, accounting, legal, rent, and other overhead expenses. General and administrative expenses for the three months ended June 30, 2024 were approximately $667,000 compared to approximately $442,000 for the three months ended June 30, 2023, an increase of approximately $225,000, or 51%. Most of the increase can be attributed to an increase in professional fees and insurance, compensation and benefits, and stock-based compensation expense during the three months ended June 30, 2024, primarily due to an increase in employees and increased costs associated with being a public company, compared to the same period in 2023.
Depreciation and amortization expenses

Depreciation and amortization expenses were approximately $50,000 for the three months ended June 30, 2024, compared to $0 for the three months ended June 30, 2023. Amortization expense relates to Groundbreaker’s developed technology, which will be amortized over a 3-year period. Depreciation expense relates to the company’s fixed assets which comprises of computer equipment and furniture.

Other Income (Expense)

Other income for the three months ended June 30, 2024 was approximately $46,000 compared to other expense of approximately $151,000 for the three months ended June 30, 2023. The majority of the other income balance for the three months ended June 30, 2024, represented interest income earned during the period. The majority of the other expense balance for the three months ended June 30, 2023, represented a change in the fair value of future equity obligations. The change in fair value was primarily related to changes in the underlying assumptions for the valuation of future equity obligations, which were capitalized on our balance sheet in connection with our IPO, which took place in July 2023.

Six Months Ended June 30, 2024, Compared to the Six Months Ended June 30, 2023
The following table provides certain selected financial information for the periods presented:
Six Months Ended
June 30,
2024
2023
Change
Change %
Revenues
$
852,110
$
1,069,180
$
(217,070
)
(20
%)
Cost of revenue
16,667
-
16,667
-
%
Gross profit
835,443
1,069,180
(233,737
)
(22
%)
Operating expenses:
Sales and marketing
829,255
609,190
220,065
36
%
Research and development
327,390
195,619
131,771
67
%
General and administrative
1,426,136
784,805
641,331
82
%
Depreciation and amortization
122,665
-
122,665
-
%
Total operating expenses
2,705,446
1,589,614
1,115,832
70
%
Loss from operations
(1,870,003
)
(520,434
)
(1,349,569
)
(259
%)
Other income (expense)
100,547
(97,603
)
198,150
(203
%)
Net loss
$
(1,769,456
)
$
(618,037
)
$
(1,151,419
)
(186
%)
Weighted average common shares outstanding - basic and diluted
11,063,215
7,064,008
Net loss per common share - basic and diluted
$
(0.16
)
$
(0.09
)
Revenue
Revenue for the six months ended June 30, 2024 was approximately $852,000 as compared to approximately $1.1 million for the six months ended June 30, 2023, a decrease of approximately $217,000, or 20%. During the six months ended June 30, 2024 there were 56 transactions that closed on our marketplace, compared to 94 during the six months ended June 30, 2023. The average revenue per transaction was approximately $11,000 for both the six months ended June 30, 2024 and 2023. Our average revenue per transaction closed will vary from period to period, depending on the size of the underlying loan transactions in any given period.  We will focus our efforts on revenue growth, with an emphasis on our most profitable cohorts of customers. We will target increasing both our number of transactions closed and our revenue per transaction closed. During fiscal 2024, we will be focusing on larger loan opportunities, which should increase our average loan size. With the acquisition of Groundbreaker and the recent launch of our Insurtech, an increasing portion of our total revenue will be recurring revenue, where we receive annual, quarterly, and monthly subscriptions and annual insurance premium commissions. For the six months ended June 30, 2024 approximately 19% of our total revenue was recurring revenue.  There was no recurring revenue for the comparable periods in fiscal 2023.  The Company will continue to migrate our revenue to recurring and subscription revenue for the remainder of fiscal 2024 and beyond.
23
Cost of revenue
Cost of revenue for the six months ended June 30, 2024 was approximately $17,000 as compared to $0 for the six months ended June 30, 2023. The entire cost of revenue balance consists of software and hosting costs related Groundbreaker. Cost of revenue represents approximately 2% of total revenue for the six months ended June 30, 2024.
Operating Expenses
Our operating expenses by category for the six months ended June 30, 2024 and 2023 is as follows:
Six Months

Ended

June 30,


2024
2023
Change
% Change
Sales and Marketing Expenses:
Compensation and benefits
$
718,147
$
476,358
$
241,789
51
%
Advertising and marketing
56,788
32,204
24,584
76
%
Stock based compensation
6,594
68,984
(62,390
)
(90
%)
Other
47,725
31,644
16,081
51
%
Total sales and marketing expenses
$
829,255
$
609,190
$
220,065

36
%
Research and Development Expenses:
Compensation and benefits
$
280,575
$
144,095
$
136,480
95
%
Stock based compensation
5,765
38,353
(32,588
)
(85
%)
Software license fees
41,050
13,171
27,879
212
%
Total research and development
$
327,390
$
195,619
$
131,771
67
%
General and Administrative Expenses:
Compensation and benefits
$
623,578
$
457,900
$
165,678
36
%
Stock based compensation
200,851
95,695
105,156
110
%
Professional fees and insurance
465,471
112,086
353,385
315
%
Office related expenses
63,115
56,686
6,429
11
%
Information technology support
13,490
21,769
(8,279
)
(38
%)
Other
59,630
40,669
18,961
47
%
Total general and administrative expenses
$
1,426,136
$
784,805
$
641,331
82
%
Sales and marketing expenses

Our sales and marketing costs are primarily comprised of personnel and advertising costs. Sales and marketing expenses for the six months ended June 30, 2024 were approximately $829,000, compared to approximately $609,000 for the six months ended June 30, 2023, an increase of $220,000, or 36%.  The majority of the increase can be attributed to an increase in compensation and benefits expense during the six months ended June 30, 2024, due to an increase in employees, compared to the same period in 2023.  Offsetting this increase in sales and marketing expenses for the six months ended June 30, 2024, was a $62,000 reduction in stock-based compensation. Advertising and marketing expenses increased 76%, to approximately $57,000 for the six months ended June 30, 2024, compared to approximately $32,000 for the same period in the prior year, which was primarily due to an increase in online advertising and business development expenses. As we continue to improve the efficiency of our sales and marketing efforts, leveraging our search engine optimization and our artificial intelligence engine, we expect to continue to optimize our advertising and marketing expenses while lowering our customer acquisition costs to drive a more productive sales and marketing spend.
Research and development expenses
Our research and development costs are primarily comprised of personnel costs and software license fees to support the development of our marketplace. Research and development expenses for the six months ended June 30, 2024 were approximately $327,000, compared to approximately $196,000 for the six months ended June 30, 2023, an increase of approximately $132,000, or 67%. The majority of the increase can be attributed to an increase in compensation and benefits expense during the six months ended June 30, 2024, due to an increase in employees, compared to
the same period in 2023. Offsetting this increase in research and development expenses for the six months ended June 30, 2024, was a
pproximately
$33,000 reduction in stock-based compensation. We will continue to focus on developing our digital marketplace and our AI for the benefit of driving customer value on both sides of our marketplace which we believe will drive long term value to customers and our shareholders.
24

General and administrative expenses
Our general and administrative costs include personnel costs, accounting, legal, rent, and other overhead expenses. General and administrative expenses for the six months ended June 30, 2024 were approximately $1.4 million compared to approximately $785,000 for the six months ended June 30, 2023, an increase of approximately $641,000, or 82%. Most of the increase can be attributed to an increase in professional fees and insurance, compensation and benefits, and stock-based compensation expense during the six months ended June 30, 2024, primarily due to an increase in employees and increased costs associated with being a public company, compared to the same period in 2023.

Depreciation and amortization expenses
Depreciation and amortization expenses were approximately $123,000 for the six months ended June 30, 2024, compared to $0 for the six months ended June 30, 2023. Amortization expense relates to Groundbreaker’s developed technology, which will be amortized over a 3-year period. Depreciation expense relates to the company’s fixed assets which comprises of computer equipment and furniture.
Other Income (Expense)
Other income for the six months ended June 30, 2024 was approximately $101,000 compared to other expense of approximately $98,000 for the six months ended June 30, 2023. The majority of the other income balance for the six months ended June 30, 2024, represented interest income earned during the period. The majority of the other expense balance for the six months ended June 30, 2023, represented a change in the fair value of future equity obligations. The change in fair value was primarily related to changes in the underlying assumptions for the valuation of future equity obligations, which were capitalized on our balance sheet in connection with our IPO, which took place in July 2023.

Liquidity and Capital Resources
Our principal liquidity requirements are for working capital to fund our sales, marketing, research and development and administrative expenditures. To date, we have funded our liquidity requirements primarily through cash on hand, cash flows from operations, as well as equity and equity-related financing. As of June 30, 2024 and December 31, 2023, we had approximately $3.2 million and $5.1 million of cash and cash equivalents, respectively. As of June 30, 2024, we had an accumulated deficit of approximately $8.4 million and incurred net losses of approximately $1.8 million and $618,000 during the six months ended June 30, 2024 and 2023, respectively, had cash used in operations of approximately $1.8 million during the six months ended June 30, 2024. Management believes capital is sufficient to sustain the Company’s operating expenses for at least one year. We may continue to generate operating losses for the foreseeable future as we focus on revenue growth.
Our business plan is focused on rapid growth to achieve significant market penetration over the shortest possible time horizon. We may raise additional capital in 2024 utilizing the recently filed registration statements to invest in research and development and sales and marketing to drive future growth.

Cash Flows
The following table summarizes our cash flows from operating, investing, and financing activities:
Six Months Ended

June 30,


2024
2023
Change
Cash used in operating activities
$
(1,827,005
)
$
(321,947
)
$
(1,505,058
)
Cash used in investing activities
$
(13,176
)
$
-
$
(13,176
)
Cash provided by financing activities
$
1,232
$
922,367
$
(921,135
)
25
Cash used in operating activities
For the six months ended June 30, 2024, cash used in operating activities was approximately $1.8 million compared to approximately $322,000 for the six months ended June 30, 2023. The increase in cash used in operating activities was the result our increased net loss which is a result of investing our IPO proceeds in people and process to set up the company for future growth. This increase was also related to funding changes in our working capital balances, primarily accounts receivable, other assets, and accounts payable accounts.
Cash used in investing activities
For the six months ended June 30, 2024 cash used in investing activities was approximately $13,000 compared to $0 for the six months ended June 30, 2023. The increase in cash used in investing activities was related to the purchase of property and equipment.
Cash provided by financing activities
For the six months ended June 30, 2024, cash provided by financing activities was approximately $1,000 which was related to the issuance of 17,595 common shares from the exercise of stock options within the period.
For the six months ended June 30, 2023, cash provided by financing activities was approximately $922,000 for the six months ended June 30, 2023 which was the result of receiving $1.0 million of gross proceeds from the sale of Series B preferred stock in April, 2023.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA per share
To provide investors and the market with additional information regarding our financial results, we disclose (see below) 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 (expense). We have provided reconciliations below 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.

26


We believe it is useful to exclude non-cash charges, such as, stock-based compensation expense and depreciation and amortization expense from our adjusted EBITDA and adjusted EBITDA per share, because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations. In addition, we believe it is useful to exclude in our adjusted EBITDA and adjusted EBITDA per share other income (expense), as neither are components of our core business operations. Adjusted EBITDA and adjusted EBITDA per share have limitations as financial measures, these non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future and adjusted EBITDA and adjusted EBITDA per share do not reflect capital expenditure requirements for such replacements or for new capital expenditures;
Adjusted EBITDA and adjusted EBITDA per share do not reflect stock-based compensation. Stock-based compensation has been, and will continue to be for the foreseeable future, a material recurring expense in our business and an important part of our compensation strategy;
Adjusted EBITDA and adjusted EBITDA per share do not reflect other income (expense); or changes in, or cash requirements for, our working capital; and
Other companies, including companies in our industry, may calculate adjusted EBITDA and adjusted EBITDA per share differently, which reduces these measures’ usefulness as comparative measures.
Because of these and other limitations, you should consider adjusted EBITDA and adjusted EBITDA per share only as supplemental to, and alongside with other GAAP based financial performance measures, including various cash flow metrics, net loss, and our other GAAP results.
The following table presents a reconciliation of net loss, the most directly comparable GAAP measure to adjusted EBITDA and adjusted EBITDA per share for each of the periods indicated:
RECONCILIATION OF NON-GAAP MEASURES
JANOVER INC.
(UNAUDITED)
Three Months Ended
Six Months Ended
June
30,
June 30,
2024
2023
2024
2023
Consolidated Reconciliation of GAAP Net Loss to Adjusted EBITDA:
Net loss
$
(805,405
)
$
(397,851
)
$
(1,769,456
)
$
(618,037
)
Add (subtract):
Stock-based compensation
105,055
103,876
213,210
203,032
Depreciation and amortization
49,680
-
122,665
-
Other income (expense)
46,346
(151,437
)
100,547
(97,603
)
Adjusted EBITDA
$
(697,016
)
$
(142,538
)
$
(1,534,128
)
$
(317,402
)
Three Months
Ended
June 30,
Six Months
Ended
June 30,
2024
2023
2024
2023
Consolidated Reconciliation of GAAP Net Loss per share to Adjusted EBITDA per share:
Net loss per share - basic and diluted
$
(0.07
)
$
(0.06
)
$
(0.16
)
$
(0.09
)
Add (subtract):
Stock-based compensation
0.01
0.01
0.02
0.03
Depreciation and amortization
-
-
0.01
-
Other income (expense)
-
(0.02
)
0.01
(0.01
)
Adjusted EBITDA per share
$
(0.06
)
$
(0.03
)
$
(0.13
)
$
(0.05
)
27
Critical Accounting Policies and Significant Judgments and Estimates
This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting standards in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Revenue Recognition
The Company accounts for revenue under ASC 606, Revenue from Contracts with Customers. The Company determines revenue recognition through the following steps:
Identification of a contract with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when or as the performance obligations are satisfied.
Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.
Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied and the promised services have been transferred to the customer. The Company’s services are generally transferred to the customer at a point in time, which is when the underlying lending transaction has closed and successfully funded. The Company may act as an agent for both lenders and borrowers.
Acquisitions, Goodwill and Other Intangible Assets
The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill. The Company uses a variety of information sources to determine the value of acquired assets and liabilities, including identifiable intangibles.
Goodwill and indefinite-lived intangibles are not amortized but are instead evaluated annually for impairment as part of the Company’s annual financial review, or when indicators of a potential impairment are present. The annual test for impairment performed for goodwill can be qualitative or quantitative, taking into consideration certain factors surrounding the fair value of the goodwill including, level by which fair value exceeded carrying value in the prior valuation, as well as macroeconomic factors, industry conditions and actual results at the test date.
As of June 30, 2024 and December 31, 2023, the Company determined that no impairment was necessary.
28
Stock-Based Compensation
We record stock-based compensation in accordance with ASC 718,
Compensation-Stock Compensation
. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued and are recognized over the employee’s required service period, which is generally the vesting period.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.
I
TEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate risks and inflation risks. Periodically, we maintain deposits in accredited financial institutions in excess of federally insured limits. We deposit our cash in financial institutions that we believe have high credit quality and have not experienced any losses on such accounts and do not believe we are exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Interest Rate Risk
Our cash consists of cash in readily available checking accounts. We may also invest in short-term money market fund investments. Such interest-earning instruments carry a degree of interest rate risk, however, historical fluctuations in interest income have not been significant.
Inflation Risk
Inflation generally affects us by increasing our cost of labor and research and development contract costs. We do not believe inflation has had a material effect on our results of operations during the periods presented.
I
TEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.
As of June 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective at the reasonable assurance level.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. This lack of segregation of duties leads management to conclude that the Company’s disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed in reports that the Company files under the Exchange Act is recorded, processed, summarized and reported as and when required.
To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over our Exchange Act reporting disclosures.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control procedures over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our fiscal quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
29
P
ART II – OTHER INFORMATION
I
tem 1. Legal Proceedings
None.
I
tem 1A. Risk Factors
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item. In any event, there have been no material changes in our risk factors as previously disclosed in our Form 10-K filed with the SEC on March 28, 2024.
I
tem 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
I
tem 3. Defaults Upon Senior Securities.
None.
I
tem 4. Mine Safety Disclosures.
Not applicable.
I
tem 5. Other Information.
None.
I
tem 6. Exhibits
Exhibit

No.
Description









#
Incorporated by reference to the same exhibit number in the Company’s Registration Statement No. 333-267907, filed with the Securities and Exchange Commission on July 14, 2023.
*
Filed herewith
**
Exhibit 32.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing.
30
S
IGNATURES
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 thereunto duly authorized.
JANOVER INC.
(Registrant)
Date:
August 13, 2024
By:
/s/ Blake Janover
Chief Executive Officer, President and Chairman of the Board of Directors
(Principal Executive Officer)
Date: August 13, 2024
By:
/s/ Bruce S. Rosenbloom
Chief Financial Officer
(Principal Financial and Accounting Officer)
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