Correspondence 0001575872-23-000941 from DeFi Development Corp. (DFDV)
DeFi Development Corp.
Date: June 12, 2023 · CIK: 0001805526 · Accession: 0001575872-23-000941
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-267907
Letter
VIA EDGAR CORRESPONDENCE Division of Corporation Finance Amendment No. 2 to Registration Statement Filed on April 17, 2023 File No. 333-267907
Re: Janover Inc.
Dear Mr. Envall:
On behalf of our client, Janover Inc. (the “Company”), we have set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in its letter of May 4, 2023 with respect to the Company’s Registration Statement on Form S-1 (the “Form S-1”) as noted above.
For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 3 to the Form S-1 (the “Amendment No. 3”) submitted concurrently with the submission of this letter in response to the Staff’s comments.
Pre-effective Amendment No. 2 to Registration Statement on Form S-1 filed April 17, 2023
The Offering, page 9
1. Please clarify that the 1,000 Series B Preferred Stock will automatically convert into 500,000 shares of common stock upon consummation of this offering.
Response: Please be advised that we have revised the registration statement to include an additional disclosure in our offering summary, clarifying that the 1,000 Series B Preferred Stock, issued on April 14, 2023, will automatically convert into 500,000 shares of common stock upon consummation of this offering.
Report of Independent Registered Public Accounting Firm, page F-3
2. Please note that a signed, dated, and unrestricted auditor´s report must be included in the filing prior to effectiveness. See Rule 2-02 of Regulation S-X. Please make sure the audit report and auditor consent include the proper date. It appears that both currently reference 2022.
Response: Per the Staff’s comment, please note that we have added and included a signed, dated, and unrestricted auditor´s report from the Company’s independent registered public accounting firm, dbbmckennon, dated April 5, 2023, and have added the dated auditor consent as Exhibit 23.1 to Amendment No. 3.
Notes to Financial Statements
Note 5. Future Equity Obligations, page F-13
3. We note your disclosure to, “See Note 3 for fair value disclosures” on page F-14. Please revise your next amendment to include the proper reference to “Note 4.”
Response: In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 3 as follows: “As of December 31, 2022 and 2021, the fair value of SAFEs was $539,582 and $1,356,704, respectively. See Note 4 for fair value disclosures.”
We trust that the above is responsive to your comments.
Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me via phone at 954-303-8027 or by email at pmagri@cmfllp.com.
Appreciatively,
/s/ Philip Magri
Philip Magri, Partner
Carmel, Milazzo & Feil LLP
Show Raw Text
CORRESP
1
filename1.htm
June 12, 2023
VIA EDGAR CORRESPONDENCE
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mr. Eric Envall
Re:
Janover Inc.
Amendment No. 2 to Registration Statement
Filed on April 17, 2023
File No. 333-267907
Dear Mr. Envall:
On behalf of our client, Janover Inc. (the “Company”),
we have set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of May 4, 2023 with respect to the Company’s Registration Statement on Form
S-1 (the “Form S-1”) as noted above.
For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in Amendment No. 3 to the Form S-1 (the “Amendment No. 3”) submitted
concurrently with the submission of this letter in response to the Staff’s comments.
Pre-effective Amendment No. 2 to Registration
Statement on Form S-1 filed April 17, 2023
The Offering, page 9
1. Please clarify that the 1,000 Series B Preferred
Stock will automatically convert into 500,000 shares of common stock upon consummation of this offering.
Response: Please be advised that
we have revised the registration statement to include an additional disclosure in our offering summary, clarifying that the 1,000 Series
B Preferred Stock, issued on April 14, 2023, will automatically convert into 500,000 shares of common stock upon consummation of this
offering.
Report of Independent Registered Public
Accounting Firm, page F-3
2. Please note that a signed, dated, and unrestricted
auditor´s report must be included in the filing prior to effectiveness. See Rule 2-02 of Regulation S-X. Please make sure the audit
report and auditor consent include the proper date. It appears that both currently reference 2022.
Response: Per the Staff’s
comment, please note that we have added and included a signed, dated, and unrestricted auditor´s report from the Company’s
independent registered public accounting firm, dbbmckennon, dated April 5, 2023, and have added the dated auditor consent as Exhibit 23.1
to Amendment No. 3.
Notes to Financial Statements
Note 5. Future Equity Obligations, page
F-13
3. We note your disclosure to, “See Note
3 for fair value disclosures” on page F-14. Please revise your next amendment to include the proper reference to “Note 4.”
Response: In response to the Staff’s
comment, the Company has revised the disclosure in Amendment No. 3 as follows: “As of December 31, 2022 and 2021, the fair value
of SAFEs was $539,582 and $1,356,704, respectively. See Note 4 for fair value disclosures.”
We trust that the above is responsive to your
comments.
Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me via phone at 954-303-8027 or by email at pmagri@cmfllp.com.
Appreciatively,
/s/ Philip Magri
Philip Magri, Partner
Carmel, Milazzo & Feil LLP