Janover, Inc. (NASDAQ:JNVR) (the "Company") announced today that it had raised approximately $42 million in an offering of convertible notes and warrants from Pantera Capital, Kraken, Arrington Capital, Protagonist, The Norstar Group, Third Party Ventures, Trammell Venture Partners, and 11 angel investors. The notes were sold in a private offering under Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act") and Regulation D promulgated thereunder.

The aggregate principal amount of the convertible notes sold in the offering was approximately $42 million, which are convertible into the Company's common stock, par value $0.00001 per share ("Common Stock"). The convertible notes accrue interest at a rate of 2.5% per year, paid in cash quarterly in arrears, and mature on April 6, 2030. The convertible 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. The conversion price will be set on the date that the Company's market capitalization first equals or exceeds $100 million to equal the last reported sale price of the Common Stock on The Nasdaq Stock Market, subject to a minimum conversion price of $4.81. For each $1,000 in principal amount of convertible notes purchased, warrants were issued to purchase (1) approximately 8.333 shares of Common Stock at an exercise price of $120 per share and (2) approximately 6.666 shares of Common Stock at an exercise price of $150 per share. The conversion price and exercise price, respectively, are subject to customary anti-dilution and dividend protections.