United States securities and exchange commission logo
August 11, 2022
Blake Janover
Chief Executive Officer
Janover Inc.
6401 Congress Ave, Ste 250
Boca Raton, FL 33487
Re: Janover Inc.
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted July 27,
2022
CIK No. 0001805526
Dear Mr. Janover:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page
1. We note your response
to comment 2. Please revise the cover to include a discussion of
any other rights or
interests that Mr. Janover will have as a result of his preferred share
ownership that will
supersede the rights and interests of common stock holders. Please
disclose that each
share of Series A Preferred Stock is entitled to 10,000 votes on all
matters on which common
stock shall be entitled to vote, as applicable.
The Current Industry Problem and Our Opportunity, page 1
2. We note your response
to comment 5. Please revise the disclosure in the bulleted points
Blake Janover
FirstName
Janover Inc.LastNameBlake Janover
Comapany
August 11, NameJanover
2022 Inc.
August
Page 2 11, 2022 Page 2
FirstName LastName
discussing the current commercial lending industry to state those are
your beliefs
regarding the industry or substantiate your claims. Please revise the
footnote related
disclosure in the last paragraph in this section so your registration
statement includes all of
the information without directing to a third party document that is
not an exhibit.
Risk Factors
There is ambiguity in our Simple Agreements for Future Equity, page 34
3. Please further explain the terms of the SAFEs and why you believe the
terms are uncertain
and ambiguous, so that investors can assess the risk of whether the
company will need to
repay the purchase amount or issue shares of common stock. Please
quantify in the risk
factor the number of shares you may need to issue upon consummation of
the offering.
Our amended and restated certificate of incorporation and amended and restated
bylaws
designate a state or federal court, page 36
4. We note your response to our prior comment 9 and reissue in part. The
heading to the risk
factor seems to indicate that the exclusive forum is a state or
federal court located within
the State of Delaware, but the risk factor discussion seems to
indicate that the Court of
Chancery for the State of Delaware is the exclusive forum for certain
actions, including
any "derivative action." Please revise for consistency. Please also
clarify if the exclusive
forum provision applies to actions arising under the Securities Act.
In that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or the rules and
regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suit brought to enforce any duty
or liability created by
the Securities Act or the rules and regulations thereunder. Please
also provide disclosure
of the exclusive forum provision under "Description of Securities," at
page 74.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
The Fiscal Year Ended December 31, 2021, compared to the Fiscal Year Ended
December 31,
2020, page 47
5. We note your response to prior comment 14 in our letter dated May 2,
2022. Please revise
your next amendment to classify "Net Income" as "Net Income (Loss)" in
the table on
page 47 that provides certain selected financial information for the
2021 as compared to
2020.
Competitive Advantages, page 61
6. We note your response to comment 16. Please expand your discussion as
to how your
multiple websites work as part of your "top of funnel" universe in
your market. If true,
clarify that these multiple websites and search engine results are not
directing customers
to multiple products and services, but rather directing them to types
of financings the
Blake Janover
Janover Inc.
August 11, 2022
Page 3
lenders you work with offer. Also indicate how you are able to
determine that you have
"used [y]our formula to create multiple websites that perform very
well on search
engines."
You may contact David Irving at 202-551-3321 or Michelle Miller at
202-551-3368 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at 202-551-3234 or Susan Block at 202-551-3210 with any
other questions.
FirstName LastNameBlake Janover Sincerely,
Comapany NameJanover Inc.
Division of
Corporation Finance
August 11, 2022 Page 3 Office of Finance
FirstName LastName