DeFi Development Corp.

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

DeFi DEVELOPMENT CORP. (FORMERLY JANOVER INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

DeFi Development Corp (formerly Janover Inc.) (“DeFi Dev” 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. Effective April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” (“Name Change”). In connection with the Name Change, we applied to change the ticker symbol for the Company’s common stock to “DFDV” on the Nasdaq Capital Market, which was changed on May 5, 2025. The Company is headquartered in Boca Raton, Florida.

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.

Subsequent to March 31, 2025, the Company adopted a new treasury policy under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, starting with Solana (“SOL”) by applying a proven public-market treasury model to an asset that’s earlier in its lifecycle, structurally reflexive, and underexposed as compared to Bitcoin. The Board of Directors approved the Company’s treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL. The Company also aims to operate one or more SOL validators, enabling it to stake its treasury assets, participate in securing the network, and earn rewards that can be reinvested.

Reverse Stock Split

On December 30, 2024, the Company effected a 1-for-8 reverse stock split of its outstanding common stock. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.

2. GOING CONCERN

The accompanying unaudited interim 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 $778,000 and $964,000 during the three months ended March 31, 2025 and 2024, respectively, and had net cash used in operations of approximately $786,000 during the three months ended March 31, 2025.

Management’s Plans

As of the issuance date of these unaudited interim condensed consolidated financial statements, the Company issued $42.0 million in convertible notes and also issued $24.0 million in equity and warrants in a private placement. The Company expects that its cash and cash equivalents of approximately $1.8 million as of March 31, 2025, combined with the capital raised subsequent to March 31, 2025, will be sufficient to fund its operating expenses and capital expenditure requirements for at least one year from the date these unaudited interim condensed consolidated financial statements are issued.

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”).

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 March 31, 2025 and December 31, 2024, the Company’s cash and cash equivalents were held at accredited financial institutions.

Fair Value Measurements

The Company accounts for financial instruments under ASC 820,Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

The carrying values of the Company’s accounts receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

At March 31, 2025 and December 31, 2024, the Company had approximately $1.8 million and $2.5 million in cash and cash equivalents, respectively. At March 31, 2025 and December 31, 2024, approximately $1.5 million and $1.4 million were invested in money market funds which are classified within Level 1, 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.

Marketable Securities

In August 2024, the Company entered into a contract with a customer whereby the Company received common shares of the customer in exchange for the Company’s services. The equity securities have a readily determinable fair value as sales prices and bid-and-asked quotations are available in the over-the counter market and publicly reported. The fair value of the marketable securities received was approximately $226,000. The securities are recognized as a Level 1 instrument.

Under Accounting Standards Codification (“ASC”) 321, Investments – Equity Securities, equity securities are measured at fair value and any changes in fair value are recorded to earnings. During the period ended March 31, 2025, the Company recorded a gain on the change in fair value of marketable securities of approximately $85,000, which was included in other income in the unaudited interim condensed consolidated statements of operations. As of March 31, 2025, the fair value of the marketable securities was approximately $425,000.

Accounts Receivable

Accounts receivable is derived from services delivered to customers and are stated at their net realizable value. Accounts receivable is recognized at invoiced amounts less any allowances and other deductions to present the net amount expected to be collected on the financial asset. The Company does not accrue interest on the trade receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. The Company estimates expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is reviewed quarterly and adjusted as necessary based on changes in economic conditions and specific customer collection issues. An allowance for credit losses may be utilized in the future once we have completed our transition to mainly SaaS subscription accounts receivable. Any allowance for bad debt will be based on several factors including the length of time receivables are past due, historical collections, and contractual agreement. Account receivables are written off in the year deemed uncollectible after efforts to collect the receivables have proven unsuccessful. We do not have any off-balance sheet credit exposure related to our customers. As of March 31, 2025 and December 31, 2024, the Company determined there wasno allowance for credit losses necessary.

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 March 31, 2025 and December 31, 2024, 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 unaudited interim condensed consolidated statement of operations. The estimate of the fair value of contingent consideration requires 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 unaudited interim 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:

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 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.

A trade receivable is recorded when an unconditional right to invoice and receive payment exists, such that only the passage of time is required before payment of consideration is due. Timing of revenue recognition may differ from the timing of invoicing to customers. Certain performance obligations may require payment before delivery of the service to the customer.

Subscription revenue is derived from the following:

As of March 31, 2025 and December 31, 2024, there was approximately $966,000 and $341,000 in deferred revenue, respectively, the majority of which is pertaining to these SaaS fees received in advance. However, due to the long-term nature of certain SaaS agreements a portion of the deferred revenue balance was classified as non-current. The revenue will be recognized over the remaining term of the SaaS agreements over the next three years.

The disaggregation of revenue is as follows:

Cost of Revenues

Cost of revenues consist of direct software and hosting fees associated with Groundbreaker’s SaaS activities.

Advertising and Marketing

Advertising and marketing costs are expensed as incurred and included within the sales and marketing line item of the unaudited interim condensed consolidated statements of operations. Advertising and marketing expenses were approximately $82,000 and $32,000 for the three months ended March 31, 2025 and 2024, 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 $169,000 and $173,000 for the three months ended March 31, 2025 and 2024, respectively.

Concentrations

During the three months March 31, 2025 and 2024, two lenders accounted for 80% and 33%, respectively of the Company’s revenues. The Company may be negatively affected by the loss of one of these lenders

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 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 March 31, 2025 and 2024, diluted net loss per share is the same as basic net loss per share. Other potentially dilutive items outstanding as of March 31, 2025 and 2024, are as follows:

Segment Reporting

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision makers (“CODMs”) in deciding how to allocate resources and assess performance.

The CODMs have been identified as the Chief Executive Officer and Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only hasone operating and reportable segment.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODMs review several key metrics, which include the following:

The key measures of segment profit or loss reviewed by our CODMs are revenue and operating expenses. Revenue is monitored by the CODMs to understand the performance of its platform fees and SaaS subscription growth. Operating expenses are reviewed and monitored by the CODMs to manage and forecast cash. The CODMs also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and internal budgets.

Recently Issued Accounting Pronouncements

On December 13, 2023, the FASB issued ASU 2023-08, which addresses the accounting and disclosure requirements for certain crypto assets. The guidance required entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. For all entities, the ASU’s amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within those years. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. Subsequent to March 31, 2025, the Company adopted a new treasury policy under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, starting with SOL. The Board of Directors approved the Company’s new treasury policy on April 4, 2025, authorizing long-term accumulation of SOL. The Company has adopted the ASU as of January 1, 2025.

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosures Update and Simplification Initiative”. The guidance amends certain disclosure and presentation requirements related to the statement of cash flows, accounting changes and error corrections, earnings per share, interim reporting, commitments, debt, equity, derivatives, transfers and services and various industry specific guidance. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the existing disclosure requirements, the amendments will not become effective. Early adoption is not permitted. The Company is still assessing the impacts to its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which enhances transparency by requiring public entities to disclose more detailed information about their income statement expenses. This includes disaggregating specific natural expense categories, like employee compensation and depreciation, within certain expense captions. The ASU applies to public entities with annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating ASU 2024-03 and its effect on its consolidated financial statements.

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. 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:

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. During the three months ended March 31, 2025, the Company adjusted its revenue targets of Groundbreaker based on historical and revised forecasts. Accordingly, the Company recognized a gain on the change in contingent consideration of approximately $64,000.

5. LONG -LIVED ASSETS

Property and Equipment

The following is a summary of property and equipment, net:

Depreciation expense was approximately $2,000 and $1,000 for the three months ended March 31, 2025 and 2024, respectively.

Intangible Assets

The following is a summary of intangible assets:

The Company began amortizing the developed technology and customer base acquired in the Groundbreaker acquisition starting in 2024. Amortization expense was approximately $48,000 and $72,000 for the three months ended March 31, 2025 and 2024, respectively.

6. STOCKHOLDERS’ EQUITY

Recapitalization and Amended and Restated Certificate of Incorporation

In April 2023, the Company filed with the Secretary of State of Delaware Series B Certificate of Designation, the Company is authorized to issue up to 1,000 shares of Series B Preferred Stock with a stated value of $1,000 per share.

The Company is authorized to issue 110,000,000 shares, consisting of 10,000,000 shares of preferred stock and 100,000,000 shares of common stock, both with a par value of $0.00001 per share.

As of March 31, 2025, there were 100,000 shares designated as Series A preferred stock.

The Company effected a 1-for-8 reverse stock split of its outstanding common stock on December 30, 2024. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. There was no effect on the number of shares of common stock or preferred stock authorized for issuance under the Company’s certificate of incorporation or the par value of such securities.

Series A Preferred Stock

Each share of Series A Preferred Stock is entitled to 10,000 votes. The holders of shares of Preferred Stock are entitled to vote on all matters on which the common stock shall be entitled to vote.

The holders of the Series A Preferred Stock are not entitled to dividends. Upon the event of liquidation, dissolution or winding up of the Company, voluntary or involuntary, the holders of our Series A Preferred Stock would be entitled to receive the initial stated value of the Company’s preferred stock.

Series B Preferred Stock

All of the outstanding shares of Series B Preferred Stock shall automatically convert along with the aggregate accrued or accumulated and unpaid dividends thereon into an aggregate number of shares of common stock as is determined by dividing the stated value per share along with the aggregate accrued or accumulated and unpaid dividends on the outstanding shares of Series B Preferred Stock by the Conversion Price, which means 50% of the purchase price per share in a Qualified Public Offering.

Stock Transactions

During the three months ended March 31, 2025, the Company issued 12,825 shares of common stock pursuant to a Form S-3 registration statement for net proceeds of approximately $70,000 and 1,758 shares of common stock were issued upon the vesting of previously issued RSUs. As of March 31, 2025, there were 1,430,222 common stock shares issued and outstanding.

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 82,478 shares of common stock issuable upon the grant of awards. Stock options comprise all of the awards granted since the 2021 Plan’s inception.

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 187,500 shares of common stock issuable upon the grant of awards, which includes the 82,478 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 betweenone andfour years, with a contractual period of ten years. As of March 31, 2025, there were 85,364 shares in aggregate available for grant under both the 2021 and 2023 Plans.

A summary of information related to stock options for the three months ended March 31, 2025 is as follows:

The weighted average duration to expiration for outstanding options as of March 31, 2025 and December 31, 2024, was 8.9 and 8.8 years, respectively.

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:

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2025 and 2024, was $4.91 and $0.56, respectively. Total unrecognized compensation cost related to non-vested stock option awards amounted to approximately $128,000 as of March 31, 2025, which will be recognized over a weighted average period of 3.67 years.

Warrants

In connection with the Company’s IPO, the Company granted an aggregate of 8,828 warrants to purchase common stock to the underwriters at an exercise price of $35.20, which is equal to 110% of the offering price. The warrants may be exercised beginning on January 25, 2024 until July 24, 2028. No warrants have been exercised as of March 31, 2025.

Restricted Stock Units

In September 2023, the Company granted 28,125 restricted stock units (“RSUs”) under the 2021 Plan to the Chief Financial Officer. In July 2024 the Company granted 8,750 RSUs to the independent Board of Directors in accordance with their Board of Director agreements. The RSUs vest over a period betweentwo andfour years. Total unrecognized compensation cost related to non-vested RSUs amounted to approximately $206,000 as of March 31, 2025, which is expected to be recognized over 2.2 years.

The following is a summary of RSU activity for the three months ended March 31, 2025:

Classification

Total stock-based compensation is as follows:

Total stock-based compensation, including the cancellation of stock options, common shares issued for services and RSUs by type is as follows:

7. RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2025 and 2024, the Company paid $3,000 and $0, respectively, to Innovar Consulting, a related party controlled by Marcelo Lemos, former Board of Director, for consulting services.

8. COMMITMENTS AND CONTINGENCIES

Lease Commitments

In February 2022, the Company entered into a lease agreement for office space in Boca Raton, Florida. The lease, as amended, commenced on April 1, 2022, and expires on March 1, 2026, with monthly base rent ranging from approximately $4,000 to $5,000. The lease required a deposit of approximately $7,000, which is included in other assets in the unaudited interim condensed consolidated balance sheets. Upon lease commencement, the Company recognized a right of use asset and liability of approximately $143,000 using a discount rate of 6.0%. The following is a summary of future annual minimum lease payments as of March 31, 2025:

Lease expense was approximately $13,000 and $23,000 for the three months ended March 31, 2025 and 2024, respectively.

Contingencies

The Company is not aware of any pending or threatening litigation. However, the Company may be subject to possible 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.

9. INCOME TAXES

The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the three months ended March 31, 2025. The Company determined that small changes in the estimated “ordinary” income could result in significant changes in the estimated annual effective tax rate, the historical method may not provide a reliable estimate for the three-month period ended March 31, 2025, however the current change in the estimated annual effective tax rate was immaterial.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to the cumulative losses incurred through March 31, 2025, and no history of generating taxable income.

10. SUBSEQUENT EVENTS

Accept as discussed above, the following are subsequent events.

Change of Control

On April 4, 2025, Blake Janover, then Chief Executive Officer and Chairman of DeFi Development Corp (formerly Janover Inc.), entered into a Stock Purchase Agreement (“Purchase Agreement”) with DeFi Dev LLC, a Delaware limited liability company (“DeFi Dev LLC”), and 3277447 Nova Scotia Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to sell (i)728,632 shares of Common Stock, with each share of common stock entitled toone vote per share and representing approximately 51.0% of the Company’s 1,579,946 issued and outstanding shares of common stock and (ii)10,000 shares of Series A Preferred Stock of the Company, with each share of Series A Preferred Stock entitled to 10,000 votes per share on all matters entitled to be voted upon by the common stock unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the Company. DeFi Dev LLC purchased 412,041 shares of common stock and 5,500 shares of Series A Preferred Stock for $2,253,235 utilizing funds contributed by its managing member and other members. A portion of the funds for the purchase of shares by DeFi Dev LLC came from a loan from Joseph Onorati. NS Corp purchased 316,591 shares of common stock and 4,500 shares of Series A Preferred Stock for $1,746,765 utilizing funds contributed by its controlling stockholder. The aggregate purchase price was $4,000,000. The transactions under the Purchase Agreement constituted a change in control of the Company.

Adoption of New Treasury Policy

The Company has adopted a treasury policy under which the principal holding in its treasury reserve on the balance sheet will be allocated to digital assets, starting with SOL by applying a proven public-market treasury model to an asset that’s earlier in its lifecycle, structurally reflexive, and underexposed as compared to Bitcoin. The Board of Directors approved the Company’s new treasury policy on April 4, 2025, authorizing long-term accumulation of SOL. The Company also aims to operate one or more SOL validators, enabling it to stake its treasury assets, participate in securing the network, and earn rewards that can be reinvested.

On April 4, 2025, the Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with the investors identified on the signature pages thereto (the “Investors”), pursuant to which the Company issued to the Investors approximately $42.0 million in aggregate principal amount of convertible notes (the “Notes”), which are convertible into the Company’s common stock, par value $0.00001 per share (“Common Stock”), together with warrants issued for each $1,000 in principal amount of convertible notes purchased to purchase (1) approximately 8.333 shares of Common Stock at an exercise price of $120 per share (“Warrant 1”) and (2) approximately 6.666 shares of Common Stock at an exercise price of $150 per share (“Warrant 2” and, together with Warrant 1, the “Warrants”).

The Notes accrue interest at a rate of 2.5% per year, paid in cash quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, and mature on April 6, 2030. The Notes are convertible at any time prior to the Maturity Date, conditioned on the requirement that the Company’s market capitalization equaled or exceeded $100 million on the day prior to the conversion date (“Market Capitalization Condition”). The conversion price has been set at $68.19, the last reported sale price of the Common Stock on The Nasdaq Stock Market on the date that the Company’s market capitalization first exceeded $100 million. The conversion price will not be adjusted, except for customary anti-dilution and dividend protection. Conversion of the Notes, together with any accrued and unpaid interest, if any, at the time of conversion will be settled in shares of Common Stock.

The holders of the Notes have the right to require the Company to repurchase the Notes at a price equal to 100% of par plus accrued and unpaid interest, if any, on April 6, 2028. In addition, the Company may redeem the notes on or after April 6, 2028, if the last reported sale price of the common stock has been at least 130% of the conversion price for at least 20 trading days during a period of 30 consecutive trading days at a price equal to 100% of par plus accrued and unpaid interest, if any.

The Notes provide that the holder may not convert any portion of such holder’s Notes to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of the Company’s outstanding shares of Common Stock immediately after conversion, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion. The Notes contain certain other customary covenants and customary events of default provisions.

The Warrants are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Exercise Prices are subject to adjustments upon the issuance of stock dividends, and subdivision or combinations of shares of Common Stock by the Company.

Warrants for certain investors provide that the holder may not exercise any portion of such holder’s Warrants to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of the Company’s outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase the beneficial ownership limitation to up to 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise.

Stock Options & RSUs Awards

On April 2025, the Company granted approximately 157,000 stock options and approximately 32,000 RSUs under the Company’s 2023 Equity Incentive Plan (“2023 Plan”) to the Directors, Executive Officers and certain key employees of the Company as a retention and incentive mechanism to attract and retain top talent in a competitive market. On April 9, 2025, the Board of Directors approved to increase to the 2023 Plan from the initial number of shares of common stock that may be subject to Awards and granted under the 2023 Plan to be equal to 500,000 Shares (on a post-reverse split basis), subject to stockholder’s approval.

SOL Capital Allocation

As part of its capital allocation strategy for assets, that are not required to provide working capital for its ongoing operations, the Company has invested and will continue to invest in SOL. As of the date of this report, the Company had purchased approximately $103 million SOL, including staking rewards. The price of SOL has historically been subject to dramatic price fluctuations and is highly volatile. Moreover, digital assets, such as SOL, are relatively novel and the application of securities laws and other regulations to such assets is unclear in many respects. It is possible that regulators may interpret laws in a manner that adversely affects the liquidity or value of SOL.

On May 1, 2025, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with the investors identified on the signature pages thereto (“Investors”) and a related registration rights agreement in connection with the issuance and sale in a private placement of the following securities to the Investors for gross proceeds of approximately $24.0 million: (i)315,838 shares of the Company’s common stock, par value $0.00001 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 207,679 shares of Common Stock upon the exercise of the Pre-Funded Warrants at an exercise price of $0.01 per share. The purchase price forone share of Common Stock was $46.00 and the purchase price for one Pre-Funded Warrant was $45.99 per share.

Validator Business Acquisition

On May 1, 2025, the Company has entered into a definitive agreement to acquire Solsync Solutions Partnership, a SOL validator business owned by Parker White, our Chief Operating Officer and Chief Investment Officer, with an average delegated stake of approximately 500,000 SOL, valued at approximately $75.5 million. The purchase price of $3.5 million will be paid through a combination of $3.0 million in restricted JNVR stock (86,412 common shares) and $500,000 in cash. Upon completion, the validator operation will be rebranded as DeFi Development Corp., its staking rewards will be integrated into the Company’s revenue streams, and all SOL owned by DeFi Development Corp. will be self-staked through the newly acquired validator business. This transaction with Mr. White was an approved related party transaction by our Board of Directors.

On August 1, 2024, the Company entered into an At-the-Market Offering Agreement (the “ATM 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 supplemented by a prospectus supplement. As of December 31, 2024, there has been no activity to report with the Form S-3 Registration Statement and ATM Sales Agreement. As of the March 31, 2025, the Company issued approximately 13,000 shares of its common stock, raising approximately $70,000, in conjunction with its Form S-3 Registration Statement and ATM Sales Agreement. On April 15, 2025, the Company filed a prospectus supplement to increase its current ATM Sales Agreement from $1.5 million to $14.9 million. Subsequent to March 31, 2025, the Company issued approximately 185,000 shares of its common stock, raising approximately $12.4 million, in conjunction with its Form S-3 Registration Statement and ATM Sales Agreement. The Company intends to continue to utilize the Form S-3 Registration Statement and ATM Sales Agreement for the raising of future capital in fiscal 2025.

Stock Option and Warrant Exercises

Upon the Change of Control on April 4, 2025, all outstanding stock options and RSUs fully vested. Approximately 12,000 stock options were exercised for $88,000 in proceeds to the Company. Additionally,2,209 warrants were exercised via cashless exercise, resulting in the issuance of 1,165 shares and forfeiture of 1,044 warrants.

Seven-For-One Forward Stock Split

On May 6, 2025 the Company’s Board of Directors have approved a seven-for-one forward stock split of the Company’s issued and outstanding common shares. The stock split will result in each shareholder of record as of the close of business on May 19, 2025, receiving seven shares for everyone share held. The implementation of the stock split is subject to the filing of an amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company expects to file on May 19, 2025. Subject to final approval by the Nasdaq Capital Market, trading is expected to begin on a post-stock split adjusted basis at the market open on May 20, 2025.