Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Janover Inc. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
47100L301 (CUSIP Number) |
Parker White Defi Dev LLC, 1530 P B Ln W5205 Wichita Falls, TX, 76302 304-884-5301 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Defi Dev LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
412,041.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Parker White | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
412,041.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.85 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
3277447 Nova Scotia Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
316,591.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 47100L301 |
| 1 |
Name of reporting person
Joseph Onorati | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
316,591.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.16 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 per share |
| (b) | Name of Issuer:
Janover Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6401 Congress Avenue, Suite 250, Boca Raton,
FLORIDA
, 33487. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Defi Dev LLC ("Defi Dev"), Parker White, 3277447 Nova Scotia Ltd ("NS Corp") and Joseph Onorati (together with Defi Dev, Parker White and Joseph Onorati, collectively, the "Reporting Persons"). |
| (b) | The principal business office of the Defi Dev and Parker White is 1530 P B Lane W5205, Wichita Falls, TX 76302. The principal business office of the NS Corp and Joseph Onorati is Box 287, Port Williams, Nova Scotia, B0P 1T0, Canada. |
| (c) | The principal business of the Defi Dev is to operate as an acquisition entity to hold the Common Shares acquired by certain of the Reporting Persons. Defi Dev is a manager-managed limited liability company, with Parker White serving as manager. The principal business of the NS Corp is consulting. NS Corp is a corporation formed under the laws of Canada. The principal business of Parker White is COO & CIO of Janover, Inc. The principal business of Joseph Onorati is CEO & Chairman of Janover, Inc. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Defi Dev is organized in the State of Delaware. 3277447 Nova Scotia Ltd is organized in Nova Scotia, Canada. Parker White is a citizen of the United States. Joseph Onorati is a citizen of the United States and of Canada. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Common Stock reported as being beneficially owned by the Reporting Persons were acquired pursuant to the Stock Purchase Agreement, dated as of April 4, 2025 (the "Purchase Agreement"), by and among Defi Dev, NS Corp and Blake Janover. The transactions contemplated by the Purchase Agreement occurred on April 4, 2025 (the "Closing"). Prior to the Closing, Mr. Janover held 729,815 shares of Common Stock and 10,000 shares of Series A Preferred Stock, with a combined voting power of 99.31% of the outstanding vote of the Issuer.Pursuant to the terms of the Purchase Agreement, at the Closing Mr. Janover sold his shares of Common Stock and Series A Preferred Stock to Defi Dev and NS Corp, respectively, for an aggregate purchase price of $4,000,000 (the "Transaction"). Defi Dev holds 412,041 shares of Common Stock and 5,500 shares of Series A Preferred Stock. NS Corp holds 316,591 shares of Common Stock and 4,500 shares of Series A Preferred Stock.The source of funds required for the Transaction consist of cash contributions to Defi Dev and NS Corp, respectively, from Parker White and the other minority members of the LLC, and Joseph Onorati. A portion of the funds for the purchase of shares by DeFi Dev came from a loan from Mr. Onorati. The loan was made pursuant to oral agreements between Mr. White and Mr. Onorati.The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement that is attached hereto as Exhibit 1 and is incorporated by reference herein. | |
| Item 4. | Purpose of Transaction |
The information set forth or incorporated in Item 3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4.The Reporting Persons acquired the shares of Common Stock as part of the Transaction described in Item 3 above.The Reporting Persons intend to establish a new capital allocation strategy to purchase Solana ("SOL") as an asset in the Company's treasury management program. In addition, the Reporting Persons intend to explore the possibility of proposing to the Issuer that it consider acquiring SOL validators to acquire and stake SOL through such validators. In connection with such possible change in business focus, the Reporting Persons intend to work with the Board to assess market opportunities to acquire SOL and SOL validators and assess debt and equity funding sources for the acquisition of SOL and SOL validators.Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment in the Issuer at any time. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | On the date of this Schedule 13D, the Reporting Persons may be deemed to beneficially own, in the aggregate, 728,632 shares of Common Stock, which is approximately 51.0% of the Common Shares outstanding. The calculation of the percentage of Common Shares beneficially owned by the Reporting Persons are based on the 1,428,464 Common Shares outstanding as of March 27, 2025, as reported by the Issuer in its Annual Report on Form 10-K, which was filed with the SEC on March 27, 2025. |
| (b) | The information contained on the cover pages to this Schedule 13D are incorporated by reference into this Item 5. Mr. Parker is the control person as the sole manager of Defi Dev and may be deemed to control Defi Dev. Mr. Onorati is the control person as director and president of NS Corp and may be deemed to control NS Corp. |
| (c) | Except the information set forth in this Schedule 13D, no transactions in any of the Common Stock have been effected by the Reporting Persons during the past sixty days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6.The foregoing descriptions of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Stock Purchase Agreement that is attached hereto as Exhibit 1, and is incorporated by reference herein. | |
| Item 7. | Material to be Filed as Exhibits. |
1 Stock Purchase Agreement, dated April 4, 2025, by and among Defi Dev LLC, 3277447 Nova Scotia Ltd and Blake Janover (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on April 7, 2025).2* Joint Filing Agreement, dated April 8, 2025, by and among the Reporting Persons.* Filed herewith. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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