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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

____________________

FORM 10-K

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~____________________

~~For the~~(Mark ~~annual period ended December 31, 2024~~One)

~~☐ TRANSITION~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~fiscal ~~period~~year ~~from~~ended ~~____________~~December to31, ~~____________~~2025

~~Commission file number: 001-41748~~OR

~~JANOVER INC.~~o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

~~(Exact name~~Commission ofFile ~~registrant~~Number ~~as specified in its charter)~~001-41748

Delaware		83-2676794
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

____________________

~~6401 Congress~~DEFI ~~Avenue,~~DEVELOPMENT ~~Suite 250~~CORP.

~~Boca Raton,~~(Exact FLname ~~33487~~of Registrant as specified in its Charter)

~~(Address of principal executive offices, including zip code)~~____________________

Tel: (561) 559-4111


Delaware			83-2676794
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6401 Congress Avenue, Suite 250 Boca Raton, FL			33487
(Address of principal executive offices)			(Zip Code)

(Registrant’s telephone number, including area code: (561) 559-4111

____________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	Trading Symbol(s)	~~Name of each exchange on which registered~~	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	JNVR		The Nasdaq Stock Market LLC
Common stock, par value $0.00001 per share		DFDV		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one share of Common Stock		DFDVW		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the ~~registrant~~Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~registrant~~Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the ~~registrant~~Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~registrant~~ Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

If an emerging growth company, indicate by check mark if ~~this~~the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2~~ of the Exchange Act). ~~Yes ☐ No ☒~~ o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~officers~~oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐ o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of ~~the~~common ~~registrant’s Common~~stock ~~Stock~~ held by non-affiliates of the ~~registrant~~Registrant, as of June 30, ~~2024~~2025, ~~the last business day of the registrant’s most recently completed second fiscal quarter,~~ was approximately $4248,448,542.0 ~~million~~The onnumber ~~the~~of ~~closing~~shares ~~sales price~~ of ~~the~~Registrant’s ~~registrants~~ Common Stock onoutstanding ~~that date,~~ as ~~reported on~~of ~~the~~March ~~NASDAQ~~30, ~~Capital~~2026 ~~Market~~was 29,497,394.

~~As of~~DOCUMENTS ~~March~~INCORPORATED ~~27,~~BY ~~2025, the Company had 1,428,464 shares of common stock, $0.00001 par value, issued and outstanding.~~REFERENCE

~~Documents Incorporated by Reference:~~ None.

~~JANOVER INC.~~Table of Contents

~~FORM 10-K~~Table of Contents

TABLE OF CONTENTS


		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	17
Item 1C.	Cybersecurity	17
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	[Reserved]	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	30
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	74
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	74

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	75
Item 11.	Executive Compensation	79
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	86
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accounting Fees and Services	89

PART IV
Item 15.	Exhibits, Financial Statement Schedules	90
Item 16.	Form 10-K Summary	90

PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	38
Item 1C.	Cybersecurity	38
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39
PART II		40
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	40
Item 6.	Reserved	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 8.	Financial Statements and Supplemental Data	48
Item 9.	Changes in and Disagreements with Accountants and Financial Disclosure	67
Item 9A.	Controls and Procedures	67
Item 9B.	Other Information	67
Item 9C	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	67
PART III		68
Item 10.	Directors, Executive Officers and Corporate Governance	68
Item 11.	Executive Compensation	76
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	81
Item 13.	Certain Relationships and Related Transactions, and Director Independence	83
Item 14.	Principal Accounting Fees and Services	85
PART IV		86
Item 15.	Exhibits, Financial Statement Schedules	86
Item 16.	Form 10-K Summary	87

Trademarks, Trade Names and Service Marks

This Annual Report on Form 10-K contains trademarks, service marks and trade names owned by us, as well as those owned by others. The use or display of other companies’ trade names, trademarks or service marks does not imply our endorsement or sponsorship of, or a relation with these companies.



			i

~~CAUTIONARY NOTE~~Table ~~REGARDING~~of ~~FORWARD-LOOKING STATEMENTS~~Contents

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

● The effect of and uncertainties related the ongoing volatility in interest rates;

● Our ability to achieve and maintain profitability in the future;

● The impact on our business of the regulatory environment and complexities with compliance related to such environment;

● Our ability to respond to general economic conditions;

● Our ability to manage our growth effectively and our expectations regarding the development and expansion of our business;

● Our ability to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

● The success of our marketing efforts to access additional sales channels and our ability to expand our lender and borrower base;

● Our ability to grow market share in existing markets or any new markets we may enter;

● Our ability to develop new products, features and functionality that are competitive and meet market needs;

● Our ability to realize the benefits of our strategy, including our financial services and platform productivity;

● Our ability to make accurate credit and pricing decisions or effectively forecast our loss rates;

● Our ability to establish and maintain an effective system of internal controls over financial reporting;

● Our ability to maintain the listing of our securities on Nasdaq; ● Sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price;

● The outcome of any legal or governmental proceedings that may be instituted against us; and

● Other factors detailed under the section titled “Risk Factors.”

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Annual Report on Form 10-K should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

PART I

~~References in~~FORWARD-LOOKING this annual report to “we,” “us,” “Janover,” “JNVR,” “Company,” or “our company” are to Janover Inc., a Delaware corporation, and its consolidated subsidiaries. References to “management” or our “management team” are to our officers and directors.STATEMENTS

~~ITEM 1~~This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements that involve expectations, plans, or intentions. ~~BUSINESS~~These statements include but are not limited to discussions on our strategy, future operations, future revenue, projected costs, prospects, plans and objectives of management. These forward-looking statements can be identified by words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "might," "intend," "continue," "strategy," "future," "opportunity," "plan," "predict," "project," "target," "potential", "forecast," and other similar expressions. These forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results and financial condition to significantly differ from those expressed or implied in our forward-looking statements. We discuss such risks and uncertainties in this Annual Report on Form 10-K below in Item 1A, Risk Factors, as well as in our consolidated financial statements, related notes, and the other information appearing in this Annual Report and our other filings with the Securities and Exchange Commission (“SEC”). We do not intend, and assume no obligation except as required by law, to update any of our forward-looking statements after the date of this Annual Report to reflect actual results, new information, or future events or circumstances. Readers are cautioned not to place undue reliance on such forward-looking statements.

~~Overview~~ITEM 1. BUSINESS.

Janover is an AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide 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. We currently serve hundreds of thousands of web users annually, including multifamily and commercial property owners and developers applying for billions of dollars of debt financing per year, professional service providers, and thousands of multifamily and commercial property lenders including more than 10% of the banks in America, credit unions, REITs, debt funds, Fannie Mae® and Freddie Mac® multifamily lenders, FHA multifamily lenders, commercial mortgage-backed securities (“CMBS”) lenders, Small Business Administration (“SBA”) lenders, and more.OVERVIEW

~~We have~~DeFi ~~developed~~Development ~~an AI-enabled, B2B fintech platform that connects commercial borrowers and lenders, with a human touch~~Corp. ~~Commercial property owners~~("we," ~~operators~~"our," ~~and~~"DeFi ~~developers can quickly create an account on our platform~~Dev," ~~chat with our AI~~"us," ~~set~~or upthe ~~their~~"Company") ~~own~~is ~~profile~~a ~~and~~publicly ~~submit and~~traded ~~manage~~company ~~loan~~focused ~~requests~~ on ~~their~~building ~~dashboard~~and inmanaging a digital ~~experience.~~asset ~~Our~~treasury ~~algorithms~~strategy ~~automatically~~centered ~~match~~on ~~borrowers~~the toSolana ~~their~~blockchain ~~best~~ecosystem. ~~loan option(s)~~We oralso toprovide ~~our~~an ~~internal~~artificial ~~capital~~intelligence ~~markets advisors~~ (~~inbound sales team~~“AI”) ~~that~~platform ~~guide the borrower through the process and connect them with the right loan product and lender. Originators~~ that ~~work~~connects at commercial ~~real estate~~ mortgage ~~lenders can log in~~ and ~~use~~small ~~their~~business ~~lender portal to view, sort, and engage with their new matches in real-time and communicate with the~~ borrowers, ~~tracking their loans right through our portal; they can setup the types of deals they are~~ looking for asdebt ~~well. Our capital markets advisors have their own interface that gives them access~~ to ~~targeted loan opportunities~~refinance, ~~market intelligence~~build, ~~and~~or ~~data~~buy ~~empowering~~commercial ~~them~~property, toincluding ~~better~~apartment ~~assist borrowers in managing their choices~~buildings, ~~leading~~ to ~~the~~commercial ~~best~~property ~~possible outcomes for both~~ lenders ~~and borrowers while building trust, all of which enhances our brand~~.

WeDuring ~~currently~~2025, ~~have~~we ~~two~~pivoted ~~different~~our ~~customer segments:~~primary ~~lenders~~business ~~and~~strategy ~~borrowers.~~to ~~Borrowers~~the ~~include~~acquisition, ~~but~~long-term ~~are~~holding, ~~not~~and ~~limited~~active ~~to,~~management ~~owners,~~of ~~operators,~~Solana ("SOL") and ~~developers~~SOL-related ofdigital ~~commercial~~assets. ~~real estate~~Our ~~including~~treasury ~~multifamily~~strategy ~~properties~~includes ~~and~~accumulating ~~most~~SOL, ~~recently~~locked SOL, aliquid ~~growing~~staking ~~segment~~tokens ofsuch ~~small~~as ~~business~~dfdvSOL, ~~owners.~~and ~~Lenders~~other ~~include~~SOL-denominated ~~banks,~~or ~~credit unions,~~SOL-native ~~REITs~~positions, ~~Fannie~~and ~~Mae®~~actively supporting the Solana ecosystem. We also operate and ~~Freddie~~manage ~~Mac®~~Solana ~~multifamily~~validators ~~lenders,~~and ~~FHA®~~delegate ~~multifamily~~our ~~lenders,~~digital ~~debt~~asset ~~funds,~~holdings ~~CMBS~~with ~~lenders~~external validators, enabling us to participate directly in the Solana proof-of-stake consensus mechanism and ~~SBA~~ ~~lenders~~generate staking rewards.

~~Our business~~We ~~model~~consider ~~includes~~these ~~earning a transaction fee each time a loan closes with a lender through~~ our ~~platform.~~two Weoperating are either paid a share of the revenue from the transaction by the lender and/or receive some fixed sum in an amount we negotiate from the borrower. We are generally paid by the lender or the borrower and are paid by both sometimes. Our average fee earned per transaction is approximately 1% of the loan amount generally earned at the time of closing. We do not make loans or share risk with the lenders, with whom we conduct business with. segments:

~~The Company~~•Digital ~~derives~~Asset ~~its~~Treasury: ~~revenue~~focuses ~~primarily~~on ~~from~~executing ~~platform~~and ~~fees~~managing ~~and~~our ~~subscription~~treasury ~~revenue~~strategy. ~~Platform~~Also ~~fees~~includes ~~include~~our ~~referral~~owned and ~~advisory~~managed ~~fees~~SOL ~~generated from~~validators. ~~multifamily~~This ~~and~~segment ~~commercial~~continuously ~~real~~evaluates ~~estate~~capital ~~and~~market ~~small~~conditions, ~~business~~the ~~debt~~broader ~~transactions.~~cryptoeconomy, ~~Revenue~~and ismacroeconomic ~~recognized~~factors ~~when~~in ~~performance~~determining ~~obligations under~~ the ~~terms~~timing ofand astructure ~~contract~~of ~~with~~financing atransactions ~~customer~~used ~~are~~to ~~satisfied~~support ~~and~~ the ~~promised~~digital ~~services~~asset ~~have~~treasury ~~been transferred to the customer~~strategy. The ~~Company’s services~~primary ~~are~~objective ~~generally~~is ~~transferred~~ to ~~the~~expand ~~customer~~exposure atto athe ~~point~~Solana inecosystem ~~time,~~over ~~which is when~~ the ~~underlying~~long ~~lending transaction has closed and successfully funded~~term. ~~The Company may act as an agent for both lenders and borrowers.~~

•Real Estate Platform: operates our commercial real estate technology platform, which provides data, software subscriptions, and value-added services connecting commercial property borrowers and lenders, including banks, credit unions, real estate investment trusts (“REITs”), debt funds, and other institutional capital providers.

RECENT BUSINESS DEVELOPMENTS

CHANGE OF CONTROL

We were originally formed as a limited liability company, Janover Ventures, LLC, on November 28, 2018, in the State of Florida and converted to a corporation as Janover Inc., incorporated in the State of Delaware on March 9, 2021.



			1

~~Our data~~Table ~~and~~of ~~software offerings are generally offered on a subscription basis as software as a service (“SaaS”). Subscription revenue is derived from the following:~~Contents

●On ~~Janover~~April ~~Pro~~4, ~~which~~2025, ~~was~~Blake ~~launched~~Janover, inthen ~~2024,~~Chief isExecutive ~~our~~Officer ~~online~~and ~~SaaS~~Chairman ~~marketplace~~of ~~for~~DeFi ~~multifamily~~Development ~~and~~Corp. ~~commercial~~(formerly ~~real~~Janover ~~estate~~Inc.), ~~loans~~entered ~~providing~~into ana ~~online~~Stock ~~matching~~Purchase ~~service~~Agreement ~~where~~(“Purchase ~~borrowers~~Agreement”) orwith ~~brokers~~DeFi ~~can~~Dev ~~shop~~LLC, ~~their~~a ~~loans~~Delaware limited liability company, and ~~lenders~~3277447 ~~can~~Nova ~~provide~~Scotia ~~financing~~Ltd, a corporation formed under the laws of Nova Scotia, Canada (“NS Corp”) to ~~borrowers.~~sell ~~Our~~5,100,424 ~~customer~~shares ~~pays~~of ~~for~~common ~~subscriptions~~stock of the Company (“Common Stock”), ~~which~~with ~~are~~each ~~generally~~share onof ~~annual~~common ~~contracts~~stock entitled to one vote per share and representing approximately 51.0% of the Company’s issued and outstanding shares of Common Stock, and we10,000 ~~generate~~shares ~~revenue~~of ~~from~~Series ~~SaaS~~A ~~subscription~~preferred ~~fees~~stock of the Company, ~~which~~with ~~are~~each ~~recognized~~share ~~over~~of ~~time~~Series A preferred stock entitled to 10,000 ~~throughout~~votes per share on all matters entitled to be voted upon by the ~~term~~holders of Common Stock, unless otherwise prohibited by law. DeFi Dev LLC and NS Corp were previously unaffiliated parties to the ~~customer~~Company. ~~contract~~The transactions under the Purchase Agreement constituted a change in control of the Company.

●On ~~Janover~~April ~~Connect~~17, ~~formerly known as Groundbreaker~~2025, ~~which~~the ~~was~~Company ~~acquired~~changed ~~in 2023, is a real estate syndication software and investor portal, which primarily derives~~ its ~~revenue~~name from ~~SaaS~~“Janover ~~subscription fees, which are recognized over time, throughout the term of the customer contract~~Inc.” ~~Janover Connect is a specialized SaaS platform designed~~ to ~~simplify~~“DeFi ~~capital~~Development ~~fundraising and investment administration in the commercial real estate industry~~Corp.”. ~~By offering an intuitive portal~~Additionally, itin ~~enables~~April ~~commercial real estate professionals to efficiently manage equity capital~~2025, ~~investor~~our ~~relations,~~board ~~and~~of ~~document~~directors ~~sharing,~~adopted ~~fostering~~ a ~~seamless~~new ~~and~~treasury ~~professional~~policy, ~~investment~~which ~~experience.~~updated ~~The~~our ~~platform~~treasury ~~also facilitates secure financial transactions and offers robust customer relationship~~ management ~~tools, aiming~~ to ~~enhance~~include ~~transparency~~digital ~~and engagement between property developers and investors~~assets.

●DIGITAL ~~Janover~~ASSET Insurance, which was launched in 2024. This Insurtech subsidiary derives revenue from subscriptions pertaining to annual insurance premium commissions received, which are recognized at the start of the annual term, when the insurance coverage is bound.STRATEGY

●In ~~Janover~~April ~~Engage~~2025, ~~which~~we isimplemented ~~our~~a ~~equity~~digital ~~marketplace,~~asset ~~was~~treasury ~~launched~~strategy in ~~2024.~~accordance ~~Janover~~with ~~Engage~~our isupdated atreasury ~~SaaS~~policy ~~platform~~to ~~designed~~diversify toour ~~connect~~treasury ~~real~~holdings ~~estate~~through ~~owners,~~the ~~operators,~~acquisition and ~~sponsors~~management ~~raising~~of ~~capital~~digital ~~using~~assets. ~~Reg~~Our Dinitial ~~506(c)~~focus ~~with~~under ~~potential~~this ~~accredited~~strategy ~~investors.~~is ~~Janover~~to ~~Engage~~accumulate ~~provides~~and ~~general~~hold ~~partners~~SOL, ~~tools~~the tonative ~~market~~token ~~their~~of ~~offering~~the ~~and~~Solana aNetwork. ~~platform~~We onacquire ~~which~~SOL towith ~~showcase~~cash ~~it,~~on ~~making~~hand itand ~~easier~~from ~~for~~issuing ~~them~~debt toor ~~raise~~equity securities through capital raises, ~~build~~subject ~~their~~to ~~pipeline,~~market ~~and~~conditions. ~~focus~~We ondo ~~their~~not ~~next~~currently ~~deal.~~maintain ~~Revenue~~a isspecific ~~derived~~target ~~from~~for the ~~SaaS~~amount ~~subscription~~or ~~fees,~~type ~~which~~of ~~are~~digital ~~recognized~~assets ~~over~~we ~~time~~intend to acquire or hold, ~~throughout~~and ~~the~~we ~~term~~do not presently have plans to acquire a significant amount of ~~the~~any ~~customer~~cryptocurrency ~~contract~~other than SOL and SOL-related digital assets.

●We ~~Janover~~believe ~~AI,~~that ~~which~~investing ~~was also launched~~ in ~~2024,~~the isSolana aNetwork ~~generative~~through AIits ~~platform~~native ~~that~~token isprovides ~~trained~~an onopportunity ~~and~~for ~~programmed~~us to ~~understand~~create ~~the~~value ~~nuances~~for ofour ~~multifamily~~shareholders ~~and~~due ~~commercial property capital markets, from debt,~~ to ~~equity,~~the tocontinuous ~~operations.~~disruptive ~~The~~innovation ~~revenue derived from these SaaS subscriptions will be recognized over~~ the ~~term~~network ~~of the SaaS agreement~~offers.

~~During~~Solana ~~fiscal~~Network 2025, we will continue to focus on larger loan opportunities, which should increase our average loan size. In fiscal 2025, we will continue to focus on transitioning from transactional platform fee revenue to the more predictable and ~~profitable~~SOL recurring SaaS subscription revenue. At December 31, 2024 our annual recurring revenue (“ARR”) run-rate reached approximately $812,000, compared to approximately $276,000 in the prior year, an increase of 194%. As of December 31, 2024 and 2023, there was approximately $341,000 and $83,000 in deferred revenue, respectively, the majority of which is pertaining to these SaaS fees received in advance. The revenue will be recognized over the remaining term of the SaaS agreement in fiscal 2025 and beyond.

~~Strategy~~Solana is a decentralized open-source Layer-1 blockchain optimized for speed, cost-efficiency, and scalability. No single entity owns or operates the network, which is maintained by the decentralized user base. It is an integrated, high-performance global network that enables fast, secure, and low-cost digital transactions. The network enables users to instantly send money globally through Solana Pay, trade digital assets, utilize smart contracts, and buy or sell fungible and non-fungible tokens at a fraction of a cent in fees.

~~In 2025,~~The weSolana ~~will~~Network ~~continue~~was developed to ~~better~~solve ~~connect~~scalability ~~the~~and ~~commercial~~transaction ~~real~~speed ~~estate~~issues ~~industry~~experienced with traditional blockchains by ~~building~~using ~~tools~~an ~~that~~innovative blockchain architecture. This architecture combines Proof-of-History (“PoH”) with Proof-of-Stake (“PoS”) to reduce ~~frictions~~the intime ~~transactions~~ and overhead required for validators to reach consensus on transaction order. PoH is a digital timestamp mechanism that ~~provide~~enables ~~broader~~the ~~access~~network to ~~better~~track ~~data~~the time and order of transactions. PoH provides faster transaction processing speeds and larger transaction capacity than ~~entrenched~~other ~~incumbents~~blockchain networks like Bitcoin and Ethereum. ~~Our~~PoS ~~priorities~~is used to incentivize SOL holders to validate transactions through staking. Users of the network initiate transactions that are astimestamped, ~~follows:~~verified by validators and recorded on the blockchain ledger for a low transaction fee.

1Transaction fees include base fees and priority fees. ~~Scale~~Each ~~annual~~transaction ~~recurring~~includes ~~revenue~~a ~~(“ARR”)~~base -fee, Wewhich ~~plan~~is a fixed charge used to ~~build~~compensate ~~our~~validators. ~~sales~~Users ~~and~~of ~~outbound~~the ~~marketing~~Solana ~~capabilities~~Network tomay ~~increasingly~~also ~~focus~~pay onan ~~selling~~optional ~~profitable~~priority ~~subscription~~fee ~~services~~to onexpedite ~~annual~~transaction ~~and~~validation ~~multi-year~~during ~~contracts.~~periods ~~Making~~of ~~revenue~~increased ~~more~~network ~~predictable~~activity. ~~and~~All ~~aligning~~transaction ~~our~~fees ~~incentives~~are paid with ~~those~~the network’s native token, SOL, and a portion of ~~our~~each ~~customers~~fee is permanently destroyed.

~~2. Expand net revenue retention (“NRR”) -~~ The ~~most~~native ~~important~~token ~~thing to do~~ is toalso ~~listen~~used toin ~~the~~staking, ~~customer~~for ~~and~~participation toin ~~solve~~the ~~their~~network’s ~~problems.~~governance, Byand ~~focusing on NRR~~ as apayment ~~core metric, it forces us~~ to ~~concentrate~~validators onfor ~~our~~securing ~~customers~~the ~~needs~~network and ~~offer~~processing ~~additional products~~transactions. ~~We can measure attrition and expansion revenue with NRR which will gauge the level of our success.~~

3The Solana Protocol was initially developed by Anatoly Yakovenko in a 2017 whitepaper with the first mainnet launched in March 2020. ~~Expand~~Development ~~average~~of ~~contract~~the ~~values~~Solana Network is overseen by the Solana Foundation (the “~~ACV~~Foundation”), a non-profit Weorganization ~~have~~based in Switzerland, and Solana Labs, Inc. (“Solana Labs”), a Delaware corporation, which administered the ~~opportunity~~initial tolaunch ~~expand~~of ~~ACVs~~the network and ~~average~~token ~~deal~~distribution. ~~size~~Although bythe ~~focusing~~Foundation onand ~~where~~Solana weLabs ~~are~~have ~~able~~some toinfluence ~~drive~~over the ~~most~~developmental ~~value~~direction ~~and~~of ~~create~~the ~~even~~Solana ~~more~~Network, ~~value.~~changes Byto ~~focusing~~the onprotocol ~~creating~~must ~~more~~be ~~value~~accepted ~~per~~by ~~touch,~~validators wethat ~~naturally~~collectively ~~will~~represent ~~expand~~a ~~ARR~~supermajority ~~and~~(two-thirds) ~~NRR~~of the cumulative validations on the Solana blockchain.

All of this will be done by continuing to:

1. Hire high-performing and aligned personnel to help us execute our strategy.

2. Invest in our platform and technology.

3. Cultivate a culture of creativity, hard work, innovation, curiosity, and community.



2

~~Why Now~~Table of Contents

~~We believe we are in the early stages of the commercial mortgage lending digital adoption curve. If you think of the S~~Proof-~~curve, digital adaption in the travel industry is very mature, at the upper right-hand quadrant~~ of the “S,” having significantly disintermediated traditional travel agencies, consumer finance is flying up the somewhat vertical slope, and the commercial real estate finance industry is at that inflection point at the bottom of the S. We believe we can help accelerate that adaptation and ride the momentum at the same time.-Stake

~~Borrowers~~As previously mentioned, the Solana Network utilizes a PoS consensus mechanism, which enables SOL token holders to earn rewards by participating in securing the network through a validation process commonly known as staking. Staking is performed by network node operators, known as validators, to ensure that transactions are verified and properly recorded on the blockchain network. In order to become a validator, each node operator must meet certain hardware and technical requirements, install Solana Network software protocols, and delegate SOL onto the validator. Validators are rewarded with newly minted SOL for staking on the Solana Network. The amount of rewards received varies and is based on the Solana Network’s annual inflationary rate of 4.2%, validator performance, and total SOL staked to the validator as compared to the total Solana Network. Generally, the greater the amount of SOL delegated, the higher the probability of being selected to validate transactions and earn rewards. To increase the probability of being selected, validators will offer staking services to institutions and individuals through crypto exchange platforms, such as Coinbase, and partnerships for a commission.

The ~~COVID-19~~ ~~pandemic~~Solana ~~accelerated~~Network ~~prosumer~~was ~~(professional~~created ~~consumer)~~with ~~exposure~~economic toincentives ~~fintech~~in ~~and~~place ~~the~~to ~~benefits~~discourage ofmalicious ~~innovations such as digital banking~~behavior. At ~~the~~While ~~same~~programmatic ~~time~~slashing, aas ~~younger~~implemented ~~generation that grew up immersed~~ in ~~technology~~other isnetworks ~~beginning~~such toas ~~gain entry into commercial real estate - through family businesses~~Ethereum, ~~traditional~~is ~~corporate~~not ~~enterprises,~~currently ~~and~~active ~~entrepreneurship.~~on ~~Commercial property owners~~Solana, ~~now~~it ~~more~~may ~~than~~be ~~ever,~~introduced ~~demand~~in ~~a better~~the ~~experience~~future. ~~and more importantly~~Currently, aslashing ~~better~~on ~~outcome. With a commodity financial product,~~ the ~~most~~Solana ~~important~~Network ~~thing~~ is ~~that~~determined athrough ~~borrower gets~~social ~~access~~consensus toin ~~the~~response ~~best~~to ~~outcome~~network ~~that~~halts ~~matches~~caused ~~their~~by ~~needs,~~validator bemisconduct ~~it speed, leverage, rate, term, amortization, recourse,~~ or ~~usually,~~“safety ~~some combination thereof~~violations. ~~We aim to get them connected to that product and provide first-class service throughout the process.~~”

~~Lenders~~Staking is widely used as an alternative to proof-of-work (“PoW”) mining and is generally viewed as more energy-efficient and accessible, as it does not require specialized hardware or high electricity consumption. Instead, staking leverages ownership of digital assets to help secure the network and validate transactions.

~~Lenders were~~Solana also exposed to the benefits and rapid adaptation (and risk of competition) from fintech entities that accelerated due to the COVID-19 pandemic. Further, due to the economic conditions resulting from the pandemic, commercial property lenders (banks, credit unions, REITS, debt funds, etc.) are flush with cash that they need to deploy.Tokeneconomics

~~Commercial~~ The Solana Network protocol follows a declining inflationary model to reward validators. At network launch, the inflationary rate was approximately 8.0%. That rate declines by 15% each epoch-year, approximately 180 epochs (generally 365 calendar days), until it reaches a long-term terminal rate of 1.5%. As of December 31, 2025, Solana’s inflationary rate was approximately 4.2%. In addition to inflationary rewards, validator and ~~Multifamily~~delegator income includes transaction fees, priority fees, and maximal extractable value (“MEV”) captured by the network.

~~A flight~~Solana to safety has driven investors to commercial property in droves and recent macro-economic events continue to support a focus on safety and yield. Most investors seek leverage from lenders to goose their returns. Investors also seek to capitalize on the tax benefits, long-term appreciation, and inflation-hedging benefits of owning multifamily and commercial property. We think we are uniquely positioned to help both commercial borrowers and lenders achieve their goals.Supply

~~Our Solution~~The Solana Network launched with a circulating supply of 8.0 million SOL tokens, which has grown to 567.4 million SOL tokens as of December 31, 2025. SOL does not have a fixed maximum supply, with new SOL tokens introduced primarily through inflationary rewards distributed to validators and delegators. However, the Solana Protocol features a burn mechanism where a portion of all transaction fees is permanently destroyed, creating the potential for the network to become deflationary with sufficient usage. As of December 31, 2025, SOL had a market capitalization, according to Coinbase, of over $70.0 billion and an average daily trading volume of approximately $5.6 billion in 2025.

~~Our solution~~Solana is a B2B fintech marketplace that connects commercial borrowers and lenders in a flexible ecosystem, with the human touch of a capital markets advisor. Said more simply, a platform where commercial property owners, operators, and developers can leverage technology to find a better commercial mortgage and where commercial mortgage bankers can leverage that same technology to find new and better-fit commercial mortgage loans.Price

~~Advisor Enabled~~The price of SOL has historically been highly volatile and will likely continue to be volatile. SOL’s price may fluctuate significantly in a short period of time. The price of SOL is impacted by, but not limited to, the usage levels on the Solana Network, market speculation of SOL and the cryptoeconomy, and investment and trading activities of large investors that invest directly or indirectly in SOL. The price of SOL is also affected by interruptions in service from, closures or failures of major digital asset exchange platforms, such as FTX. The price of SOL may be adversely impacted by changes to the regulatory environment. We do not currently hedge our exposure to SOL price fluctuations, but may do so in the future.

~~Our capital~~Solana ~~markets~~Use advisors are an important part of our business model. We believe that you can remove the intermediary from the transaction, but you cannot remove their functions, and although we think we can not only replicate but improve upon things like commercial property underwriting, lender matching, and loan processing, we believe the power of a human touch will always be invaluable in cultivating trust and relationships. As such, we aim to insert expert advisors into the transaction experience to allow borrowers and lenders the ability to have concierge-level support and advisory services as they work towards consummating a transaction. We think inserting a human touch into the transaction with an advisor improves the borrower experience and as a by-product improve conversion rates and revenue per account.Cases

Solana Pay. Enables users to instantly send money globally. Solana Pay is an open-source protocol built on the Solana blockchain — anyone can build on or transact with Solana Pay. Per Solana’s website, as of December 31, 2025, Solana Pay had $695.0 million USDC in circulation on the network and over 280.0 thousand active daily accounts.

Decentralized Exchanges (“DEXs"). Enables users to trade digital assets through decentralized exchanges built on the Solana Network, such as Orca and Raydium. As of December 31, 2025, the average daily DEX volume was approximately $4.0 billion.



			3

~~Borrowers can~~Table ~~come to one~~ of our websites or directly log into our portal, navigate to their dashboard, and submit or update their loan requests. Utilizing generative AI, our powerful algorithms automatically match those borrowers to the best lenders, right through the platform, or with the service of an in-house expert advisor, so that they can connect directly to the lender and a better commercial mortgage. When the loan closes, we get paid, generally by the lender but sometimes by the borrower.Contents

~~Principal Products~~Smart Contracts. Enable users through platforms such as Jupiter and ~~Services~~Kamino, to enter into lending, borrowing, and staking transactions. As of December 31, 2025, Jupiter was the current leader in total locked value on the Solana Network at $2.1 billion.

~~We have~~Fungible ~~developed~~and ~~a flexible, two~~Non-~~sided,~~fungible ~~B2B~~Tokens ~~fintech~~(“NFTs”). Infrastructures ~~marketplace~~built ~~that~~on ~~connects~~the ~~commercial~~Solana ~~borrowers and lenders~~Network, ~~with~~such aas ~~human touch. Commercial property owners~~Metaplex, ~~operators,~~enable ~~and~~users ~~developers~~to ~~can quickly~~ create, ~~an account on our platform~~sell, ~~set up their own profile~~ and ~~submit and~~ manage ~~loan~~ ~~requests~~NFTs on ~~their~~the ~~dashboard~~Solana ~~in a digital experience~~blockchain. ~~Our~~The ~~algorithms~~Solana ~~automatically~~Network ~~match~~enables ~~borrowers~~users to ~~their~~buy ~~best~~and ~~loan~~sell ~~option(s)~~fungible ~~or to~~tokens ~~our internal capital markets advisors~~ that ~~guide~~are ~~the~~integrated ~~borrower~~into ~~through~~ the ~~process~~network, ~~and~~such ~~connect~~as ~~them~~Circle’s ~~with~~USDC ~~the~~and ~~right~~Tether’s ~~loan product and lender~~USDT. ~~Originators~~As ~~that~~of ~~work~~December ~~at commercial mortgage lenders can log in and use their lender portal to view~~31, ~~sort~~2025, ~~and engage with their new matches in real-time and communicate with~~ the ~~borrowers,~~current ~~tracking~~average ~~their~~daily ~~loans~~NFT ~~right~~volume ~~through~~was ~~our~~approximately ~~portal~~$0.7 ~~Capital markets advisors that work internally have their own interface that gives them access to targeted loan opportunities empowering them to better assist borrowers in managing their choices~~million, ~~leading to the best possible outcomes for both lenders~~ and ~~borrowers~~stablecoins ~~while~~had ~~building~~a ~~trust,~~market ~~all~~capitalization of ~~which~~ ~~enhances~~approximately ~~our~~$14.9 ~~brand~~billion.

~~Business Plan~~Agentic AI Applications. Solana is emerging as a preferred settlement layer for autonomous AI agents due to its high throughput, sub-second finality, and ultra-low transaction costs, enabling seamless machine-to-machine payments, DeFi interactions, and onchain economic coordination at scale. As agentic AI ecosystems grow—facilitating tasks like automated trading, data verification, and cross-protocol orchestration—structural demand for SOL is expected to increase significantly as agents require frequent, efficient blockchain access. Research from DeFi Development Corp. estimates a base-case scenario of $27.0 billion in SOL demand driven solely by agentic finance applications in the coming years.

~~Our business~~DESCRIPTION ~~model~~OF ~~includes~~OUR earning a transaction fee each time a loan closes through our platform. We are either paid a share of the revenue from the transaction by the lender; a percentage of the loan amount paid at closing by the borrower; or some combination of the two. However, as we scale, we expect the burden of payment to generally be shouldered by the lender. Our average fee earned per transaction is approximately 1% of the loan amount generally earned at the time of closing. We do not make loans or share any of the risk.BUSINESSES

WeDIGITAL ~~currently~~ASSET have two different customer segments: lenders and borrowers. Borrowers include (but are not limited to) owners, operators, and developers of commercial real estate including multifamily properties and most recently, a growing segment of small business owners (which we believe represents a significant growth opportunity). Lenders include small banks, credit unions, REITs, Fannie Mae® and Freddie Mac® multifamily lenders, FHA® multifamily lenders, debt funds, CMBS lenders, SBA lenders, and more. Our job is to obsessively focus on improving the experience and value for our two customer segments.TREASURY

During fiscal 2025, we will continue to focus on larger loan opportunities, which should increase our average loan size. In fiscal 2025, we will continue to focus on transitioning from transactional platform fee revenue to the more predictable and profitable recurring SaaS subscription revenue.OVERVIEW

~~Borrowers~~The digital asset treasury segment executes and manages the Company’s treasury policy with the purpose of purchasing, holding and compounding our digital asset holdings through staking and operating validators. Revenue is primarily generated through delegating our digital asset holdings with external staking providers. We also generate revenue from operating five Solana validators, including the two validators we own.

~~Commercial property~~External ~~owners,~~Staking operators, and developers are our core customers. They are online looking for information on their next loan be it for an acquisition, recapitalization, or future property development. Maybe they will buy a small strip mall in a large market like Miami or build a 300-unit apartment complex in a small market in a town in Alabama. We are there for them from research, to close, and back.

~~Borrower benefits~~Our ~~include:~~digital asset treasury strategy includes the delegation of SOL holdings to external validators with the objective of generating yield while supporting the Solana ecosystem validation process. In exchange for delegating our digital assets to validators, we receive a portion of the validators’ total earned rewards in the form of SOL, net of any commission fees. The amount of revenue received varies and is based on the Solana Network’s annual inflationary rate, validator performance, total SOL staked to the validator as compared to the total Solana Network and overall network conditions. The commissions that we pay, if any, for external staking services vary per validator, as each establishes its own rate.

●All ~~Free~~Solana ~~education.~~validators ~~This~~have isa atbonding ~~the~~and ~~core~~unbonding period of ~~our~~one ~~value~~epoch, ~~proposition~~which tolasts ~~all~~approximately ~~commercial~~three ~~property borrowers~~days. ~~Whether~~During orthe ~~not~~bonding ~~someone~~and ~~intends~~unbonding toperiods, ~~transact~~and onwhile ~~our platform~~staked, we ~~want~~are tonot ~~provide~~able ~~borrowers with all the free advice and education we can~~ to ~~make~~withdraw ~~them~~or ~~more~~liquidate ~~informed~~our ~~and~~staked ~~more powerful prosumers~~SOL. ~~Sometimes~~The weSolana ~~hear~~protocol ~~from~~also ~~lenders~~imposes asa ~~well,~~limit ~~thanking~~on usthe ~~for~~total ~~the~~amount ~~easy-to-access,~~of ~~complete,~~SOL ~~and~~that ~~well-organized~~can ~~online~~be ~~information~~staked ~~available~~or onunstaked in a ~~variety~~single ofepoch ~~multifamily,~~to ~~business,~~prevent large and ~~commercial~~sudden ~~property~~network ~~loan~~staking ~~products and topics~~activity. We ~~know~~believe the ~~commercial~~illiquidity ~~real~~that ~~estate~~may ~~industry~~result isfrom ~~opaque~~the ~~and~~previously wementioned ~~can~~items ~~provide~~would ~~transparency~~have ~~and~~a ~~education~~minimal toimpact aon ~~complicated~~our ~~transaction~~financial ~~process~~condition.

●To ~~New~~date, ~~supply.~~we Wehave ~~aim~~not toset ~~build~~a ~~the~~minimum ~~largest~~or ~~functional,~~maximum ~~aggregate~~amount ~~supply~~ of ~~commercial~~SOL ~~property~~holdings ~~lenders~~that inmay ~~America,~~be ~~and~~staked ~~then,~~to ~~perhaps,~~external ~~the world~~validators. ~~Functional is an operative word here.~~ We ~~believe~~intend ~~we can leverage data and technology~~ to ~~make~~reinvest ~~this~~earned ~~digital~~staking ~~supply~~revenue ininto ~~our~~external ~~marketplace~~staking ofplatforms; ~~maximum utility to our borrower-customers thereby delivering deep value to all the stakeholders in our ecosystem. We believe that in the future~~however, we ~~will~~may befrom ~~able~~time to ~~leverage~~time AImonetize tostaking ~~deliver~~rewards ~~improved~~for ~~experiences~~cash ~~and outcomes~~ to ~~all~~fund ofoperating ~~our~~and ~~customers~~working ascapital ~~our dataset grows~~requirements.

● Capital Markets Advisor. As we grow, we aim to hire more expert advisors to help make the process more efficient and more intimate for commercial mortgage borrowers and lenders, ultimately matching the best of technology with the best of human touch. We intend to leave the data-driven, automated work to the machines combined with the experience of our capital markets advisors.Validator

●Our ~~Aligned.~~owned ~~Borrowers~~and ~~have~~managed ~~access~~validators toparticipate ~~our~~in ~~portal~~securing ~~for~~the ~~free~~Solana Network through creating and validating transactions on the blockchain, known as the PoS consensus protocol. In ~~many~~exchange ~~cases~~for providing these services, ~~they~~we doreceive ~~not~~revenue ~~even~~in ~~pay~~the usform ~~when~~of ~~they~~Solana, ~~transact~~and ifthe itamount isvaries ~~with~~based aon ~~premier~~several ~~lender~~factors including an annual inflationary rate, ~~and~~the ifperformance ~~they~~of doowned ~~pay~~and usmanaged validators, itand the amount of SOL that is ~~because~~delegated on the ~~loan~~validators ~~they~~as ~~are~~compared ~~getting~~to the Solana Network, which may include our own SOL holdings. As of December 31, 2025, we had approximately 0.4 million SOL tokens staked to our validators of which none represented our own holdings. We receive revenue for services provided at the end of each Solana epoch, which is ~~better~~less than ~~what~~three ~~their~~days, ~~traditional~~and ~~mortgage~~may ~~broker~~include orstaking ~~banker~~rewards ~~could~~from ~~provide~~our own SOL holdings. Our validator operations require us to actively manage hardware equipment and run software. These operating costs are de minimis, inand ado ~~lower~~not ~~friction~~materially ~~process~~impact the profitability of our validator operations.



4

~~Lenders~~Table of Contents

~~Our~~To ~~lenders~~date, ~~are~~we ahave ~~material~~not ~~component~~set ~~of creating~~ a ~~two-sided~~minimum ~~market and~~or ~~without~~maximum ~~our~~amount ~~lenders,~~of ~~there~~SOL isholdings ~~no two-sided marketplace. Beyond~~ that, ~~they~~may ~~are~~be astaked ~~critical~~to ~~customer~~our toowned ~~whom~~validators. weWe ~~aim~~intend to ~~deliver~~reinvest ~~significant and~~earned ~~long-term~~validator ~~value.~~revenue ~~Many~~into ~~fintechs~~our ~~are~~validators ~~making~~where ~~loans~~it ~~and~~will ~~becoming~~continue ~~lenders~~to ~~that~~generate ~~are~~rewards ~~competing~~and ~~with~~support ~~banks,~~validator ~~credit~~operations; ~~unions~~however, ~~and~~we ~~other~~may ~~lenders. We~~from ~~want~~time to ~~empower~~time ~~lenders,~~monetize ~~making~~staking ~~them~~rewards ~~more~~for ~~productive~~cash ~~and efficient, by presenting them with high quality loan opportunities. We aim~~ to ~~partner~~fund operating and ~~grow~~working ~~with~~capital ~~our lender network over time~~requirements.

~~We have~~DIGITAL ~~two~~ASSET ~~classes~~ACQUISITION ~~of lenders:~~CHANNELS

1.To ~~Premier~~facilitate ~~Lenders:~~our ~~Our~~staking ~~premier~~program, ~~lenders~~we ~~are~~acquire ~~lenders~~SOL ~~with~~primarily ~~whom~~through weover-the-counter ~~have~~(“OTC”) anand ~~arrangement~~spot ~~that~~trading ~~allows~~platforms, usas towell ~~share~~as ~~their~~from ~~fee~~earning ~~income~~SOL ~~(i.e.,~~from ~~origination,~~our ~~trade~~validator ~~premium, and servicing)~~operations. ~~Our~~We ~~long-term~~also ~~aim~~enter ~~with~~trading ~~these~~transactions ~~relationships~~for islocked toor ~~drive~~vesting ~~more~~SOL ~~business~~blocks, toas ~~premier~~these ~~lenders,~~are ~~less~~typically ~~fees~~sold ~~and~~at ~~costs~~prices tolower ~~borrowers,~~than ~~and~~the ~~scaled~~current ~~economies~~spot ~~shared~~rate due to ~~both~~transfer restrictions.

2. Standard Lenders: Lenders with whom we do not have a pre-arranged fee agreement are standard lenders. We aim to build and rely on the most robust network of lenders in the country whom we may not have a particular fee-sharing arrangement with. We intend to invite these lenders to lender portal where they can easily build their profiles as originators under a particular lender’s brand as well as match, view, and manage loan opportunities through an easy-to-use tool.COUNTERPARTY

~~Lender benefits~~Our primary trading and custodial counterparties include: Payward Inc (“Kraken”), BitGo Trust Company, Inc. (“BitGo”), and Galaxy Digital Inc. (“Galaxy”), which safeguard our digital asset holdings and/or execute trading on our behalf. Management performs due diligence reviews and selects counterparties that offer institutional-level services and products, are insured and regulated, have implemented strict security protocols, and have proven regulatory compliance.

●We ~~Huge~~use ~~new~~Kraken ~~audience.~~hot ~~Traditionally~~wallets, ~~lenders,~~which ~~via~~are ~~their~~wallets ~~originators,~~connected ~~have access~~ to athe ~~finite~~internet ~~audience that is limited to geography~~ and ~~relationships.~~allow ~~Some~~transaction ~~larger and more established lenders have more significant reach~~broadcasting, ~~giving~~to ~~them~~execute anapproximately ~~advantage~~95% ~~over~~of ~~smaller,~~our ~~lesser-known~~Solana ~~lenders,~~spot ~~even~~trading iftransactions. ~~those~~Kraken ~~smaller~~has ~~lenders,~~entities ~~like~~registered ~~single-branch~~as ~~credit~~money ~~unions,~~service ~~for~~businesses ~~example,~~with ~~have~~the ~~more~~Financial ~~competitive~~Crimes ~~commercial~~Enforcement ~~loan~~Network ~~products~~(“FinCEN”), ~~creating~~is anlicensed ~~adverse~~as ~~situation~~a ~~for~~money ~~small~~transmitter ~~lenders~~in ~~who~~various ~~cannot~~states ~~access~~across ~~their~~the ~~ideal~~U.S. ~~borrowers~~ and ~~eligible~~chartered ~~borrowers~~as ~~that~~a doSpecial ~~not~~Purpose ~~have~~Depository ~~access~~Institution toby ~~those~~the ~~smaller~~Wyoming ~~lenders~~Division ~~with~~of ~~superior loan programs~~Banking. ~~Even~~Kraken’s interms ~~the case~~ of ~~the big banks~~service, ~~their~~as ~~primary~~stated ~~strategy~~on ~~for~~their ~~closing more loan volume is hiring originators and bankers in new and existing markets. With our platform~~website, weare ~~aim to~~ open-ended ~~large~~ and ~~small~~may lenders alike up to huge new digital audiences they didn’t have access to and highly curated deal flow in a portal that promotes productivity. As savvy property owners, buyers, and developers get online to find out what and who else is out there, our Lenders will be ~~there,~~terminated atby ~~the~~either ~~forefront.~~party Wewithout ~~think~~prior ~~we can deliver a higher volume of better-qualified borrowers in an easier-to-manage system, making individual originators more productive, profitable, and satisfied~~notice.

●We ~~Access~~have toa ~~borrowers~~custody ~~ready~~agreement towith ~~transact.~~BitGo, ~~When~~under awhich ~~lender~~BitGo isprovided ~~matched~~to ~~with~~us acustomary ~~borrower~~qualified oncustody ~~the~~services. ~~Janover~~BitGo ~~platform,~~Trust it is ~~not~~a asSouth ~~simple~~Dakota astrust ~~getting~~company alicensed ~~“lead.”~~to ~~Each~~act ~~match~~as is a ~~data~~custodian, safeguarding approximately 20%-~~driven~~50%, ~~enriched~~depending on trading and staking activity, ~~vetted~~of ~~opportunity~~our ~~with~~SOL aholdings ~~commercial~~in ~~property~~segregated ~~owner,~~cold ~~buyer~~wallets, orwhich ~~developer~~are wallets that isare ~~ready~~offline toand ~~transact~~generally used for storage solutions. ~~Lenders~~BitGo ~~get~~wallets ~~access~~are tosupported ~~the~~by ~~highest-intent~~a ~~borrowers,~~$250 ~~often~~million ~~with~~insurance ~~robust~~policy ~~and~~issued ~~complete~~by ~~commercial~~a ~~loan~~syndicate ~~packages~~of insurers in the Lloyd’s of London and European Marketplace.

●We ~~Performance-based~~use ~~acquisition~~Galaxy’s ~~strategy.~~institutional ~~Lenders~~product, ~~can~~GalaxyOne ~~gain~~Institutional ~~access~~(“GalaxyOne”), towhich, depending on trading and staking activity, holds approximately 20%-40% of our ~~portal~~SOL ~~for~~holdings ~~free~~in a hot wallet. ~~Premier~~GalaxyOne ~~lenders~~provides ~~pay~~a usgateway ~~when~~for ~~they~~institutions ~~transact~~to trade, custody, stake, and ~~originators~~manage atdigital ~~standard~~assets. ~~lenders~~It ~~pay~~is ~~nothing~~operated under GalaxyOne Prime LLC (“GalaxyOne Prime”), ~~they~~a ~~just~~FinCEN-registered ~~have~~money toservice ~~deliver~~business. ~~winning~~GalaxyOne ~~loan~~Prime ~~terms~~partnered with Paxos Trust Company, LLC to ~~borrowers~~custody ~~and~~digital ~~those~~assets ~~borrowers~~on ~~pay~~behalf usof its clients. Paxos is a ~~small~~New ~~transaction~~York ~~fee~~State-chartered attrust ~~closing~~company, overseen by the New York Department of Financial Services. WeGalaxyOne Prime’s terms of service, as stated on their website, are open-ended and may ~~offer~~be ~~premium~~terminated ~~subscriptions~~by toeither ~~lenders~~party inwithout ~~the~~prior ~~future~~notice.

●NETWORK ~~Happier,~~AND more productive originators. Not only do we drive demand to algorithmically matched and aligned lenders from high intent borrowers, but we also make software and tools that take frictions out of commercial loan processing, making originators happier and more productive. Part of our roadmap includes us continuing to enhance the loan analysis, underwriting, and origination experience for lenders.TECHNOLOGY

Our digital asset treasury operations are dependent on the continued development, adoption and functionality of the Solana Network. Changes to the Solana Network, including upgrades, protocol changes and governance decisions, may impact staking mechanics, reward rates, validator economics or network participation requirements.

Our staking operations rely on external service providers to operate validator infrastructure, monitor performance, manage staking activities and safeguard delegated digital assets. These external staking service providers are subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.

Operating our owned validators requires us to actively manage hardware equipment and run software. We monitor and periodically enhance our validator infrastructures to ensure compatibility with the Solana ecosystem. Our owned validators are also subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.



			5

~~Growth Opportunities~~Table of Contents

Our unit economics are impressive, and we think we can continue to improve them as we scale. In such a large and fragmented market, we see many opportunities to accelerate growth. The four key categories are:COMPETITION

~~Top~~ Our digital asset treasury strategy segment operates in a highly competitive and ever-changing crypto landscape and faces significant competition, including but not limited to, larger digital asset treasury companies, digital asset trading platforms, and independent validator operators. The cryptoeconomy is continuously expanding, and we expect to face competition from new entrants in the future as the adoption of ~~funnel~~digital assets continues to grow.

A material part of what we believe to be our competitive advantage is our ability to attract users to our many websites. We refer to this as our top of funnel. This may be buyers early in the process of looking for commercial lending products or owners looking to replace their legacy lenders through commercial loan refinancing. The way we aim to scale our top of funnel strategy is to continue to lean into creating websites that are rich in useful content, easily accessible, responsive, fast, and highly targeted. We aim to hire more writers and subject-matter experts to provide unique and valuable content to our website users, helping them find and access the best answers to their queries, faster than ever. We want to provide all the information these borrowers are looking for in an easy to navigate format and use that to drive account creation on our platform and brand development. We’ve used our formula to create multiple websites that perform very well on search engines, and we believe we can use this formula to scale into more loan products than we are currently focused on. Right now, much of our effort has been around multifamily finance, but we believe we can use this strategy with office loans, retail loans, industrial loans, hotel loans, self-storage loans, small business loans, and more.SEASONALITY

~~Borrower advisors~~Results for our validators may be subject to cyclical impacts related to period-over-period variability as Solana epochs may not coincide with calendar days, months, or years. Network activity, staking participation, transaction volumes and digital asset prices may be impacted by broader market conditions, protocol changes, investor sentiment, and macroeconomic factors which may vary our digital asset treasury segment results from period to period.

~~Right now,~~REAL weESTATE are able to transact on our platform without the aid of an internal human, instantly matching commercial property borrowers with the right lenders, something that we believe gives us a significant structural cost advantage over incumbents. After many tests, we believe that by inserting a capital markets advisor in the process to help the borrower navigate options, and the lender access the opportunity, at the front end of the transaction, we can materially lift conversion rates, revenue per account, and the customer experience, without materially affecting our superior cost model.PLATFORM

~~Embedded finance and platform partnerships~~OVERVIEW

~~Nearly all~~We ~~the~~have ~~transactions~~developed ona ~~our~~ platform ~~have~~that ~~originated~~connects ~~from~~commercial ~~search~~mortgage ~~through~~and ~~our~~small ~~top~~business ofborrowers ~~funnel~~looking ~~expertise.~~for Wedebt ~~believe~~to werefinance, ~~can~~build, ~~press~~or ~~the~~buy ~~accelerator by~~commercial ~~partnering with large real estate sales platforms~~property, ~~residential~~including ~~lending~~apartment ~~platforms~~buildings, ~~and other strategic partners,~~ to ~~be their “Get Financing” button or~~ commercial property ~~financing~~lenders. ~~funnel,~~These ~~delivering~~property alenders ~~better~~include ~~loan~~traditional ~~and~~banks, ~~experience~~credit tounions, ~~their users~~REITs, ~~while~~debt ~~sharing our~~funds, ~~economics~~and ~~with~~other ~~the~~financial ~~platform~~institutions ~~partners.~~looking Asto wedeploy docapital ~~not~~into ~~have~~commercial tomortgages. ~~pay~~The ~~out~~platform ~~high~~connects ~~commissions~~borrowers ~~due~~ to our ~~superior~~internal ~~cost~~capital ~~structure,~~markets weadvisors ~~believe this~~who ~~can~~guide ~~become~~the aborrower ~~competitive~~through ~~advantage in~~ the ~~future.~~process Weand ~~have~~connect ~~developed~~them awith ~~proprietary~~the ~~affiliate~~right ~~portal~~loan ~~that~~product ~~we aim to leverage to give our platform,~~ and ~~affiliate partners transparency in the process~~lender.

~~More~~ As previously announced, in September 2025, we disposed of Janover Pro (“JPro”), one of our technology and software as a service platforms (“SaaS”), which provided users detailed information about lenders based on user criteria and allows them to connect directly with those lenders to secure financing.

One of the most straightforward ways to delight our borrowers is with more lenders (and, as in a two-sided marketplace, the most straightforward way to delight lenders and generate network effects is by adding more qualified borrowers). We are currently operating with only a small number of lenders on our platform, and we are working hard to build a beautiful and seamless experience for originators all over the country to join our marketplace and build out their profiles. We recently launched the first version of this, and it has been well received. We believe by scaling the supply side of our marketplace, we are going to be able to offer borrowers significantly more value than incumbents. Further, we aim to enhance our matching capabilities and algorithms to match borrowers with more and better loan product options. We think this will lead to additional scale as well as an increase in network density. During fiscal 2024 we achieved significant growth in the amount of lenders that have joined our platform. Based on the Federal Deposit Insurance Corporation (“FDIC”) active commercial banking and National Credit Union Administration (“NCUA”) data as of December 31, 2024, approximately 30% of all active FDIC-insured banks and 6.5% of all active NCUA-insured credit unions are on the Janover platform.Platform

~~Cultivating networks~~The real estate segment derives its revenue primarily from platform fees. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. We earn platform revenue from fees charged to our customers that utilize our platform and our capital markets advisor sales team, who will assist in the match between lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower.

~~Looking to the future, we believe cultivating and empowering our networks will be a key to our ability to continue to scale as we execute our business plan.~~ We ~~think~~also ~~network~~derive ~~effects~~revenue ~~will~~from ~~help accelerate~~ our ~~growth~~SaaS asoffering wefor ~~continue~~real toestate ~~provide~~investors ~~deeper~~raising ~~value~~equity, ~~and~~through ~~more connections, among~~ the ~~users~~Company’s inwholly ~~our~~owned ~~network.~~subsidiary, ~~Our~~Groundbreaker ~~marketplace~~Tech ~~currently~~Inc. ~~benefits~~The ~~from~~SaaS ~~what~~offering, isrebranded ~~traditionally described~~ as ~~indirect~~Janover ~~network effects~~Connect, as ~~each~~streamlines ~~node on one side of~~ the ~~network~~capital ~~joins,~~raising ~~the~~process ~~network~~by ~~becomes~~providing ~~more~~a ~~valuable~~professional ~~for~~investor ~~nodes~~portal onwhere ~~the~~potential ~~other~~investors ~~side~~can ofanalyze ~~the network~~opportunities, sosign ~~more of~~documents, ~~them~~make ~~join~~investments, ~~making~~and ittrack ~~more~~their ~~valuable~~investment ~~for~~portfolios. ~~the~~This ~~nodes~~SaaS onoffering ~~the~~is ~~original~~subscription ~~side.~~based, Asgenerally weover ~~aggregate~~ a ~~robust~~period ~~universe~~ of ~~property owners, developers, and investors on~~ one ~~side~~year, and ~~originators and lenders on~~ the ~~other~~majority ~~side,~~is ~~the~~paid ~~opportunity arises to super-charge those networks by linking nodes within each respective network, as well as adding new products to the marketplace that can serve either side of the marketplace~~monthly.

Our platform provides tools to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Capital Markets), insurance (Janover Insurance), and equity (Janover Connect, Janover Engage).

NETWORK AND TECHNOLOGY

Our real estate platform operations are dependent on the functionality of our lender and borrower data sources and our customer relationship management which are both powered by HubSpot. Our Janover Connect SaaS offering is a developed technology which utilizes the Amazon Web Services platform. These platforms may be subject to risks associated with cybersecurity attacks, network disruptions and evolving technical standards.

COMPETITION

We believe there are three categories of competitors for our real estate platform which include: commercial mortgage brokers, commercial mortgage lenders, and established technology companies such as LendingTree, Upstart, and NerdWallet that currently focus on consumer, residential and small business finance.



6

~~Lender Network~~Table of Contents

We do not currently have a lender network. However, we believe we can leverage aggregated lender demand for loan opportunities and create a robust secondary marketplace for originated loans and loan syndications in which lenders will ultimately be able to transact with each other, creating a network, with a social component, for financial transactions with robust, direct network effects. We believe that there is also an opportunity to create a network to introduce subscriptions to lenders, giving them enhanced access to our data and market.SEASONALITY

~~Borrower Network~~The commercial real estate market tends to be seasonal in nature, with the first and fourth fiscal quarters being more active than the second and third fiscal quarters. Such fluctuations have to be considered by investors since quarterly results may not be indicative of the segment’s fiscal year results.

~~We do~~GOVERNMENT not currently have a borrower network, but we think this is the biggest long-term opportunity for us. As we build a portal with thousands of property owners, operators, and developers across the country, we believe we can develop and will be able to unlock the ability for owners to “click to list” their property for sale as well as search other properties that are (and are not) for sale and make offers, transact, and obtain financing on our platform, ultimately leading to disintermediation of commercial real estate at a massive scale, eliminating inefficiencies, excess fees, and democratizing the ecosystem. We think that we will be able to embed concierge-level advisory services into these transactions and take a small transaction fee (a fraction of what investment sales professionals charge now) with a more transparent and frictionless transaction.REGULATIONS

~~New marketplace~~DIGITAL ~~products~~ASSET TREASURY

~~This is~~Our ~~something~~digital weasset ~~are~~treasury ~~already~~segment ~~tinkering~~operates ~~with,~~in ~~but~~a ascomplex weand ~~scale,~~constantly weevolving ~~can~~regulatory ~~add~~environment. ~~new~~It ~~products~~is subject to ~~our~~various ~~marketplace.~~federal, ~~Closely~~state ~~related~~and ~~products~~local laws and regulations in the United States as well as the laws of other jurisdictions in which we may be ~~small~~deemed to do business. ~~loans,~~The ~~PACE~~laws ~~financing,~~and regulations that we are primarily subject to include securities laws and ~~ancillary~~laws ~~products~~applicable ~~could~~to bedigital ~~commercial~~asset ~~property~~and ~~insurance,~~cryptocurrency ~~valuation,~~activities ~~property~~established ~~management, equity~~by ~~capital~~the relevant jurisdictions, aand ~~data~~failure ~~marketplace,~~to comply with such laws (both those currently in effect and ~~more~~future legislation) could expose us to fines and penalties under such laws.

~~We believe~~Regulatory ~~that~~authorities, asincluding wethe ~~scale~~SEC, ~~our~~the ~~marketplace~~Commodity ~~and~~Futures ~~portal,~~Trading ~~with~~Commission ~~thousands~~(“CFTC”), ofthe ~~new~~U.S. ~~accounts~~Department ~~being~~of ~~set~~the upTreasury, ~~every month~~ and ~~orders~~the ofInternal ~~magnitude more~~Revenue ~~data~~Service ~~points~~(“IRS”), wemay ~~are~~determine ~~going~~that tocertain bedigital ~~able~~assets, tostaking ~~build~~arrangements, AIvalidator ~~and~~activities ~~machine~~or ~~learning~~related ~~models~~economic tointerests ~~create~~constitute ~~better commercial property underwriting~~securities, ~~analytics,~~ ~~and~~commodities ~~processes~~or ~~for~~other ~~enhanced~~regulated ~~property~~financial ~~valuations,~~instruments. ~~faster~~In ~~originations~~addition, ~~more~~the ~~robust~~U.S. ~~distribution,~~Congress ~~and~~is ~~superior~~considering ~~matching~~comprehensive ~~outcomes. We~~market ~~aim~~structure tolegislation ~~simultaneously~~for ~~gather~~digital ~~data~~assets, wewhich ~~can~~may ~~use~~define todigital ~~become~~assets ~~the~~in ~~platform~~a manner that ~~ultimately~~would ~~disintermediates~~result ~~and~~in ~~digitizes~~heightened ~~commercial~~regulatory ~~real estate,~~requirements. ~~dethroning~~Any ~~incumbent~~such ~~commercial~~regulatory ~~mortgage~~or ~~brokers,~~legislative ~~disrupting~~changes ~~non-competitive~~could ~~lenders,~~subject ~~and~~us ~~breaking~~to ~~down~~additional ~~the~~registration, ~~closed~~disclosure, ~~ecosystems within~~compliance ~~the~~or ~~industry~~reporting byrequirements, ~~sharing~~restrict our ~~economies~~ability ofto ~~scale~~hold ~~with~~or ~~property~~stake ~~owners~~digital asassets, ~~well~~or asrequire ~~aligned~~changes ~~marketplace product and service providers and leveraging data~~ to ~~improve~~our ~~everyone’s~~business ~~outcome~~model.

~~Mergers and~~SECURITIES ~~Acquisitions~~AND INVESTMENT COMPANY REGULATION

We ~~believe~~are wesubject ~~will have the opportunity~~ to ~~build a comprehensive operating system for commercial real estate, as~~ the ~~formerly~~Securities ~~fractured~~Act ~~market~~and ~~adopts technology. As such, we believe we will have~~ the ~~opportunity~~Exchange toAct ~~acquire~~with ~~companies~~respect ~~in adjacent sub-markets into our ecosystem, allowing them~~ to ~~enjoy the benefits of~~ our ~~infrastructure,~~ ~~customer~~public ~~base,~~reporting obligations and ~~content~~securities ~~marketing~~transactions. ~~and~~We ~~allowing~~monitor our ~~customers~~activities ~~access~~for topurposes ~~a best-in-class suite~~ of ~~commercial~~the ~~real~~Investment ~~estate products~~Company ~~from~~Act ~~software~~of ~~for data analytics~~1940, ~~to technology for buying and selling commercial property. In November 2023, we acquired Groundbreaker, rebranded~~ as ~~Janover~~amended ~~Connect in 2024, which is a specialized software as a SaaS platform designed to simplify capital fundraising and investment administration in~~ (the ~~commercial~~“Investment ~~real~~Company ~~estate industry. By offering an intuitive portal at www.groundbreaker.co~~Act”), itand ~~enables real~~believe ~~estate~~that ~~professionals~~our todigital ~~efficiently~~asset ~~manage~~holdings ~~equity capital, investor relations,~~ and ~~document~~validator ~~sharing,~~operations ~~fostering~~are aconducted ~~seamless~~in ~~and~~furtherance ~~professional investment~~of ~~experience.~~our ~~The~~operating ~~platform~~business ~~also facilitates secure financial transactions~~ and ~~offers~~treasury ~~robust~~management ~~customer~~strategy, ~~relationship~~rather ~~management tools,~~than ~~aiming~~as toan ~~enhance~~investment ~~transparency~~company ~~and~~engaged ~~engagement~~primarily ~~between~~in ~~property~~investing ~~developers~~or ~~and~~trading ~~investors~~securities.

~~Competition~~However, the application of the Investment Company Act and related securities laws to digital asset treasury companies is subject to evolving regulatory interpretation. An adverse determination could require us to restructure our operations, limit the composition of our assets, or register under one or more regulatory regimes.

~~Our Competitive~~In ~~Disadvantages~~March 2026, the SEC issued an interpretation regarding the application of Federal securities laws to certain types of crypto assets (the “Crypto Asset Interpretation”). The SEC’s interpretation confirmed that the SEC views digital commodities, including SOL, as commodities and not as securities. The interpretation also discusses situations in which a non-security digital commodity could become subject to an investment contract that is a security.

~~We face~~STAKING ~~significant~~AND ~~competitive~~VALIDATOR disadvantages due to the proliferation of similarly placed lending platforms, many of which are or may be in a better position to attract more favorable terms from our partners than us. This may place our current and future offerings at a disadvantage and may enable our competitors to offer a superior loan product with improved economics. Many of our current or potential competitors have significantly more resources, such as financial, technical, and marketing resources, than we do and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels. Our competitors may also have longer operating histories, lower commercial financing costs or costs of capital, more extensive borrower bases, more diversified products and borrower bases, operational efficiencies, more versatile or extensive technology platforms, greater brand recognition and brand loyalty, broader borrower and partner relationships, more extensive and/or more diversified loan funding investor bases than we have, and more extensive product and service offerings than we have.OPERATIONS

~~While we~~We ~~face~~operate ~~the~~validators ~~risk~~ and ~~challenges~~participate ofin ~~our~~the ~~financing~~Solana ~~and~~Network's ~~lending~~PoS ~~partners~~consensus ~~developing~~mechanism ~~similarly~~by ~~placed~~staking ~~lending~~SOL. ~~platforms~~Validator ofoperations ~~their~~are ~~own,~~governed ~~rendering our~~by ~~offerings~~protocol-level ~~obsolete,~~rules weand ~~are~~subject ~~currently~~to ~~reliant~~network-specific onrequirements arelating ~~limited~~to ~~set of banks~~performance, uptime and ~~non-bank~~participation. ~~lenders~~Future ~~which~~laws, ~~function~~regulations, ~~and~~or ~~operate~~enforcement inactions acould ~~highly consolidated~~impose ~~industry~~additional ~~which~~compliance ~~has~~obligations, ~~been~~restrict staking activities, or subject validator operations to ~~defaults~~licensing or registration requirements. Changes in ~~the~~protocol ~~past~~or ~~due~~regulatory torules ~~severe~~could ~~downturns~~adversely inaffect the ~~market~~operational ~~conditions~~results ~~and~~of ~~larger~~our ~~macro-economic swings~~validator ~~and~~operations. ~~interest~~Additionally, ~~rate~~regulators ~~hikes~~have ~~due~~increasingly toscrutinized ~~cyclical~~staking ~~monetary~~activities, ~~policies~~specifically ofrelating ~~the~~to ~~U.S.~~external ~~Federal~~service ~~Reserve,~~providers ~~and~~marketing ~~other~~it ~~central~~as ~~banks~~a ~~globally~~yield-generating product.

TAXATION

The U.S. federal income tax treatment of digital assets, including staking rewards and validator income, remains subject to limited guidance and evolving interpretation. The IRS has issued guidance addressing certain aspects of digital asset taxation, but additional guidance or legislative changes could affect the timing, character, or



			7

~~We, thus,~~Table ~~face competition in areas such as compliance capabilities, commercial financing terms and costs~~ of capital, interest rates and fees (and other financing terms) available to consumers from our lending partners, approval rates, model efficiency, speed and simplicity of loan origination, ease-of-use, marketing expertise, service levels, products and services, technological capabilities and integration, borrower experience, brand and reputation, and terms available to our loan funding investor base.Contents

~~We believe~~amount ~~there are four categories~~ of ~~competitors,~~taxable ~~and~~income we ~~think~~recognize. ~~they~~Changes ~~are~~in ~~worthy~~tax ~~opponents,~~laws ~~but~~or ifinterpretations wecould ~~are~~materially ~~able~~affect ~~to execute~~ our ~~business plan,~~effective wetax ~~can~~rate ~~win the market~~ and ~~that~~results ~~our~~of ~~competitive advantages give us more than an edge~~operations.

~~Commercial Mortgage~~CYBERSECURITY ~~Brokers~~AND DATA PROTECTION

~~The~~Our ~~primary~~operations ~~incumbents~~depend ~~are~~on ~~large~~secure ~~commercial~~digital ~~mortgage~~infrastructure ~~broker businesses like Meridian Capital Group, Eastern Union Funding,~~ and ~~debt~~key ~~brokerage~~management ~~divisions~~systems. ofWe ~~JLL,~~are ~~Cushman~~subject &to ~~Wakefield,~~federal and ~~Marcus~~state &laws ~~Millichap. Although~~and weregulations dorelating ~~not consider them~~ to bedata ~~direct~~protection, ~~threats~~cybersecurity, ~~now~~and asthe ~~they~~safeguarding ~~are~~of ~~generally~~sensitive ~~focused~~information. onCybersecurity ~~larger~~incidents, ~~loans~~security ~~and moving down market is difficult~~breaches, we ~~do believe that they~~ or afailures ~~similar~~of ~~company~~internal controls could ~~choose~~result toin ~~acquire~~regulatory ascrutiny, ~~technology~~enforcement ~~competitor~~actions, ~~and~~financial ~~fund them~~loss, or ~~they~~reputational ~~could choose to incubate a disruptive technology or division~~harm. ~~We also think they will be our competition as we scale into intuitional transactions fueled by success in the small balance and middle-market space.~~

~~Commercial Mortgage~~REAL ~~Lenders~~ESTATE PLATFORM

Our ~~goal~~ isreal toestate ~~empower~~platform ~~commercial~~segment ~~mortgage lenders by providing a turn-key digital solution for them, and in this capacity, we believe this~~ is ~~more~~subject ~~of an opportunity~~ to ~~partner~~various ~~instead of competing. However~~federal, ~~lenders~~state ~~like Walker & Dunlop purchased TapCap,~~ and ~~Arbor~~ ~~Realty~~local ~~Trust~~laws ~~built “Alex.” We think these initiatives validate our market~~ and weregulations doin ~~not~~the ~~consider~~United ~~them~~States. ~~direct competitors~~The ~~because we aim to disintermediate commercial~~ real estate ~~finance~~platform atsegment ~~scale,~~generally ~~and~~operates ~~these~~as ~~lenders~~a ~~can~~SaaS ~~only~~platform ~~address small segments of the market (in the cases above, these are agency multifamily loans between $1 million~~ and $7does ~~million).~~not Weoriginate ~~also believe that if they try to compete with us on digital client acquisitions~~loans, ~~they~~underwrite ~~will have poor outcomes because they will only be able to convert a very tiny fraction of the large swaths of loan requests~~insurance, ~~they~~act ~~may~~as ~~be able to generate. Because we have~~ a ~~true marketplace that allows for digital matching~~broker-dealer, anor ~~online~~provide ~~loan~~investment ~~inquiry is much more valuable to us than it is to a niche lender (like a Fannie Mae multifamily agency lender)~~advice. ~~Bankers~~Laws ~~at traditional banks~~ and ~~credit~~regulations ~~unions~~that ~~can~~we ~~also~~may be ~~considered~~subject ~~competitors as they control a large portion of the direct-~~to~~-borrower~~ ~~business~~include infinancial ~~the~~service ~~lower-middle~~ and ~~small~~lending-~~balance~~related ~~markets.~~regulations, Wedata ~~aim~~privacy, tocybersecurity, ~~move~~customer ~~borrowers~~protection, ~~into~~intellectual ~~our platform~~property and ~~for our service and~~ technology ~~to identify the right banker~~regulations.

~~Technology Startups~~MARKET REGULATION

~~Several technology~~Our ~~start-ups~~equity ~~are~~marketplace ~~aiming~~platform tois ~~use~~designed ~~technology~~ to ~~enhance~~support ~~commercial~~offerings ~~mortgage~~conducted ~~financing.~~pursuant ~~Two~~to ofRule ~~those~~506(c) ~~competitors~~of ~~are~~Regulation ~~Lev~~D ~~and~~under ~~Stacksource. We~~the ~~believe~~Securities weAct ~~are~~by ~~unique~~enabling ~~due~~issuers to ~~our~~market ~~organic~~offerings ~~online presence relative~~ to ~~our~~accredited ~~competitors,~~investors ~~helping us generate significant deal flow~~ and ~~distribution~~ ~~without~~providing ~~having~~tools to ~~pay~~showcase ~~third-party~~such ~~vendors~~offerings. orWe ~~heavily~~do ~~compensated~~not ~~salespeople~~structure inofferings, anegotiate ~~broker-focused~~terms, ~~business~~provide ~~model~~investment ~~(which~~recommendations, ~~is the~~determine ~~primary~~investor ~~model~~suitability, ~~and~~or ~~mechanism~~receive ~~for~~transaction-based ~~sales~~compensation ~~and~~tied ~~lead generation currently employed by most of the competitors we know of~~ to ~~the~~securities ~~best of our knowledge)~~transactions. We believe ~~our~~these ~~software~~structural tosafeguards beare ~~best-in-class.~~designed Weto ~~provide~~avoid anclassification ~~optimized~~as ~~user experience with~~ a ~~beautiful~~broker-dealer ~~user~~under ~~interface and~~the anExchange ~~ability~~Act toor ~~quickly~~as ~~qualify~~an ~~loan~~investment ~~opportunities~~adviser ~~for~~under ~~borrowers, matching them with~~ the ~~right~~Investment ~~Capital~~Advisers ~~Markets~~Act ~~Advisors~~of 1940, ~~and~~as inamended ~~turn,~~ (the ~~right~~“Advisers ~~lenders, in a lower friction process with fewer touchpoints~~Act”). ~~Further~~However, ~~over~~regulatory ainterpretations ~~period~~in ofthis ~~time,~~area weare ~~aim~~subject to aggregate sufficient data to empower us to build upon our matching and sourcing algorithms with machine learning and artificial intelligence. We are currently processing more than two billion dollars in multifamilychange, ~~commercial real estate,~~ and ~~small~~regulators ~~business~~may ~~loan~~assert ~~financing~~that ~~applications~~certain ~~per~~activities ~~month, and~~require ~~intend~~registration toor ~~expand~~additional ~~with~~compliance ~~new features to service both our borrower and lender clients~~obligations.

~~Adjacent Technology~~Our ~~Companies~~real estate syndication software and investor portal facilitates administrative functions, including investor communications, document sharing, and capital administration. While we do not act as an issuer, placement agent, or investment adviser, the use of our platform by customers in connection with securities offerings may subject us to regulatory scrutiny under federal and state securities laws.

~~Companies including,~~LOAN ~~but~~MARKETPLACE ~~not~~AND ~~limited~~FINANCIAL ~~to,~~SERVICES LendingTree, Upstart, Better, and NerdWallet are mature and maturing technology companies that focus on consumer, residential, and small business finance, are (visa vi small business loans) or, can become competitors. They have robust networks, customer acquisition strategies, balance sheets, and technology know-how that they could leverage to enter the commercial real estate and multifamily finance space. We think this is difficult as they would be moving from high volume/low ticket transactions to low volume/high tech transactions, in what can be a significantly more complex and nuanced transaction. Ultimately, we believe that companies like these (as well as Lenders and Brokers) may want to try to acquire us one day.REGULATION

Our online loan marketplace platform provides a technology-enabled matching service that allows borrowers and brokers to identify potential lenders for multifamily and commercial real estate loans. We do not originate loans, make credit decisions, underwrite loans, or extend credit. Nevertheless, our activities may implicate federal laws and regulations applicable to financial services technology platforms, including consumer protection, data security, and anti-money laundering regulations, depending on the nature and scope of platform functionality.

Although our loan marketplace primarily serves commercial and multifamily customers rather than consumers, certain federal consumer protection laws, including the Consumer Financial Protection Act and regulations enforced by the Federal Trade Commission (“FTC”), may apply to our marketing practices, disclosures, and handling of customer information.

INSURANCE REGULATION

Our insurance technology subsidiary operates in a regulatory environment governed primarily by state insurance laws pursuant to the McCarran-Ferguson Act. In addition, our insurance-related operations are subject to applicable federal laws, including federal consumer protection statutes and data privacy and security requirements.

DATA PRIVACY AND CYBERSECURITY

Our operations involve the collection, processing, storage, and transmission of sensitive business, financial, and personal information. Accordingly, we are subject to various federal data privacy and cybersecurity laws and regulations, including the Gramm-Leach-Bliley Act and the FTC Safeguards Rule, as well as state privacy and data protection laws. We maintain administrative, technical, and physical safeguards designed to protect



8

~~Competitive Advantages~~Table of Contents

~~Top of~~customer ~~funnel~~information and mitigate cybersecurity risks. However, cybersecurity threats are rapidly evolving, and no system can be completely secure.

~~A material~~ARTIFICIAL ~~part~~INTELLIGENCE ofAND ~~what~~EMERGING weTECHNOLOGY believe to be our competitive advantage is our ability to attract users to our many websites where they can apply for commercial real estate financing (and now small business financing), and through our marketplace be connected to one of our lenders. We refer to these websites as our top of funnel. We believe that we are unique in an industry that is dominated by an “old way” of doing things and that our focus is on delivering value to borrowers first, then to our lenders, with our growth being a by-product of that value. We start by providing transparent education in an opaque market and believe our deeply valuable and well-organized content is a material competitive advantage. Instead of focusing on building one website that covers everything, we have multiple websites focused on educating and empowering commercial property owners, operators, and developers (and now small business owners) in very specific categories, sites such as https://multifamily.loans, which is focused solely on multifamily financing, and https://cmbs.loans, which is focused on commercial mortgage backed securities, or CMBS financing, (a type of commercial mortgage financing involving securitizing pools of commercial property loans). This drill-down allows us to provide the deepest amount of educational value on a specific topic, isolate content marketing risks (i.e., if one of our websites loses its ranking it does not affect our network), risk and build our brand by having it associated with multiple helpful data and information repositories. We have proven this formula by using it to launch nine websites, most of which rank on the first page of Google search results when searching for certain terms related to commercial real estate. We believe we have a repeatable formula that we can use to continue to launch commercial property and business financing websites, covering a range of both targeted and broad topics from commercial mortgages to FHA insured multifamily loans, to continue to grow our presence online. Having such a powerful top-of-funnel demand generation platform is a major factor in our structural cost advantage.REGULATION

~~Structural Cost~~Our AI-platform is designed to analyze and synthesize information related to commercial real estate capital markets. While there is currently no comprehensive federal regulatory framework governing artificial intelligence, our use of AI technologies is subject to existing laws and regulations relating to consumer protection, data privacy, intellectual property, and unfair or deceptive acts or practices. Regulatory scrutiny of artificial intelligence technologies continues to increase, and future legislation or regulatory guidance could impose additional compliance obligations or restrict certain uses of AI.

~~We believe~~HUMAN ~~that as a marketplace that aggregates demand and supply digitally, three primary components that give us a structural cost advantage:~~CAPITAL

1.As Weof ~~generate~~December ~~demand~~31, ~~digitally~~2025, ~~and~~we dohad ~~not~~a ~~have~~total toof ~~pay~~16 ~~huge~~full-time ~~salaries or commissions to brokers~~employees. ~~The incumbent model is for brokers to “elephant hunt” and get paid huge commissions to line up big deals. We do not have to do that.~~

2.AVAILABLE We transact digitally, and with our platform and powerful matching engine, we are able to make internal individual contributors significantly more productive than they can be in a traditional environment.INFORMATION

3.Our Weinternet ~~can~~address ~~transact~~is ~~within~~www.dfdv.com. aFrom ~~wider~~time ~~range~~to ~~of geographies~~time, ~~property~~we ~~types,~~may ~~borrower~~use ~~profiles,~~our investor relations site and ~~loan~~other ~~amounts~~online ~~than~~and ~~our~~social ~~competitors~~media outlets, ~~meaning~~including wehttp://youtube.com/@defidevcorp doand ~~not~~http://x.com/defidevcorp, ~~have~~as toa ~~alienate~~means ~~cohorts~~ of ~~borrowers~~disclosing information about the Company, ~~allowing~~including usinformation tothat ~~monetize~~could ~~more~~be ofdeemed ~~what~~to ~~comes~~be ~~through~~material ~~our~~to ~~platform~~investors.

~~We believe~~Our ~~our~~Form ~~structural~~10-K, ~~cost~~quarterly ~~advantage~~reports ison ~~not~~Form ~~just~~10-Q, ~~over~~current ~~incumbents~~reports ~~but also over tech competitors as well. Most competitors charge borrowers a fixed 1% fee and then rely~~ on anForm ~~army of high~~8-~~commission~~K, ~~commercial~~and ~~mortgage~~amendments ~~brokers~~ to ~~find~~those ~~business~~reports, ~~and~~if ~~earn~~any, ~~big commissions. Those brokers~~ are ~~inherently~~available ~~incentivized~~free ~~to do two things: (1) very big loans and (2) close quickly. Those misalignments leave an entire market~~ of ~~loans~~charge ~~under~~on $5our ~~million~~investor ~~(and~~relations ~~even more fractured~~website, ~~loans under $2 million)~~http://defidevcorp.com/investor, ~~totally~~as ~~alienated.~~soon Itas ~~also~~reasonably ~~means~~practicable ~~that~~after athey ~~traditional broker’s incentives (to no fault of their own)~~ are toelectronically ~~seek~~filed ~~the fastest path to closing~~with, ~~and they may push inferior deals just to get something done~~ or ~~choose~~furnished to, ~~transact only with~~ the ~~few lenders they have a relationship with~~SEC. WeThe ~~cannot~~SEC ~~transact~~maintains ~~with~~an ainternet ~~traditional~~site ~~broker because our borrowers find us through a network of education-centric sites and digital marketing. Taking~~ that ~~and~~contains ~~our powerful marketplace into account~~reports, weproxy ~~operate~~and atinformation ~~software margins~~statements, ~~not commercial mortgage banker margins,~~ and weother doinformation ~~not~~regarding ~~have~~issuers tothat ~~maintain~~file aelectronically ~~balance~~with ~~sheet~~the orSEC ~~share risk~~at ~~as we scale~~http://www.sec.gov.

~~Network Effect~~The information found on these websites is not part of, or incorporated by reference into, this or any other report we file with, or furnish to, the SEC.

~~We think~~ITEM ~~this cannot be emphasized enough~~1A. WeRISK ~~benefit from network effects in a traditional two-sided marketplace~~FACTORS. Every borrower that joins the platform makes it more attractive for the lenders, so more lenders join, which makes it more attractive to borrowers. This is a truly virtuous cycle as competitive and aligned lenders gain access to new borrowers and loans, they never would have had the opportunity to bid for before, and borrowers gain access to more options and variations of options in an industry that does not have the benefits of homogeneous features of traditional residential home loans.

Our financial results and the market price of our Common Stock may be affected by the prices of digital assets that we hold.

As part of our capital allocation strategy for assets that are not required to provide working capital for our ongoing operations, we have invested and will continue to invest in SOL and other digital assets. The price of digital assets 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 new legislation, or change in regulatory interpretation of existing law, may adversely affect the liquidity or value of digital assets.

Any decrease in the fair value of digital assets below our carrying value for such assets currently would require us to incur a loss due to the decrease in fair market value, and such charge could be material to our financial results for the applicable reporting period, which may create significant volatility in our reported earnings. Any decrease in reported earnings or increased volatility of such earnings could have a material adverse effect on the market price of our Common Stock. In addition, the application of generally accepted accounting principles in the United States, with respect to digital assets, may change in the future and could have a material adverse effect on our financial results and the market price of our Common Stock.

In addition, if investors view the value of our Common Stock as dependent upon or linked to the value or change in the value of our digital asset holdings, the price of digital assets may significantly influence the market price of our Common Stock.



			9

~~Data &~~Table AIof Contents

~~As borrowers~~The ~~and~~price ~~lenders~~of ~~join~~ our ~~platform~~Common ~~and~~Stock ~~engage,~~has webeen ~~are accumulating a first-party data set~~ and ~~interpretations~~may ~~that~~continue ~~give us what we believe is a competitive advantage that we can use~~ to ~~optimize~~be ~~conversions,~~volatile ~~matching~~and ~~algorithms,~~fluctuate ~~borrower experiences~~substantially, ~~and~~which ~~more.~~could ~~We believe~~result in ~~the~~substantial ~~future,~~losses wefor ~~will~~purchasers beof ~~able~~our toCommon ~~leverage AI to provide predictive data on market trends, valuations, enhanced underwriting, and more~~Stock.

~~Intellectual Property~~Our stock price has been and is likely to continue to be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. With the adoption of our new SOL treasury strategy, we expect to see additional volatility. As a result of this volatility, you may not be able to sell your Common Stock. The market price for our Common Stock may be influenced by many factors, including:

~~Our rights in~~ •our ~~intellectual~~digital ~~property,~~asset ~~including~~treasury trademarks, patents, trade secrets, copyrights and domain names, as well as contractual provisions and restrictions on use of our intellectual property, are important to our business. For example, our trademark rights assist in our marketing efforts to develop brand recognition and differentiate our brand from our competitors. We own a number of trademark registrations and applications in the U.S. and in foreign jurisdictions. These trademarks include, among others, “Janover Ventures.” We will pursue additional trademark registrations to the extent we believe it will be beneficial. We also have registered domain names for websites that we use in our business. We may be subject to third-party claims from time to time with respect to our intellectual property.strategy;

~~Additionally, we~~•the ~~rely~~Solana ~~upon~~developer ~~unpatented~~community ~~trade secrets~~ and ~~confidential~~whether ~~know-how~~people ~~and~~continue ~~continuing technological innovation~~ to ~~develop~~engage ~~and~~in maintain our competitive position. We also enter into confidentiality and intellectual property rights agreements with our employees, consultants, contractors and business partners. Under such agreements, our employees, consultants and contractors are subject to invention assignment provisions designed to protect our proprietary information and ensure our ownership of intellectual property developed pursuant to such agreements.building;

~~For additional~~•the ~~information~~recruitment ~~about~~or ~~our~~departure ~~intellectual~~of ~~property~~key ~~and~~personnel ~~associated~~within ~~risks, see~~ the ~~section~~Solana ~~titled “Risk Factors—Risks Related To Our Intellectual Property And Platform Development.”~~ecosystem;

~~Governmental/Regulatory Approval~~•downtime and ~~Compliance~~congestion of the Solana Network;

To the knowledge of the Company, the Company is not required to obtain any government or agency approvals for its current or planned operations. However, the Company, its operations, results of operations and financial condition could be adversely affected by new laws or regulations or by •changes in ~~existing~~staking ~~laws~~rewards or ~~regulations,~~validator orincentives ~~the~~in ~~application thereof. If we fail to comply with laws and regulations applicable to~~ the ~~U.S.,~~Solana ~~or make incorrect determinations in complex tax regimes, we may incur significant financial penalties.~~ecosystem;

~~Seasonality~~•the success of competitive products to SOL, alternative services or technologies in the blockchain and technology community;

~~The commercial~~•regulatory ~~real~~or ~~estate~~legal ~~market~~developments ~~tends to be seasonal~~ in ~~nature, with~~ the ~~first~~United ~~and~~States ~~fourth fiscal quarters being more active than the second~~ and ~~third~~other ~~fiscal~~countries ~~quarters.~~related ~~Such fluctuations have~~ to bedigital ~~considered~~assets, byblockchain ~~investors~~and ~~since quarterly results may not be indicative of the Company’s fiscal year results.~~AI;

~~Employees~~•variations in our financial results or those of companies that are perceived to be similar to us that also have a SOL treasury strategy;

~~As of~~ •the ~~date of this filing~~inclusion, weexclusion ~~had~~or 26deletion ~~employees,~~ of ~~which 14 were full-time employees, including Blake Janover,~~ our ~~Chief~~Common ~~Executive~~Stock ~~Officer~~from ~~and~~any ~~Chairman.~~trading ~~We also engage independent contractors to provide services to the Company, on an as-needed basis.~~indices;

•issuance of new or updated research or reports by securities analysts;

•sales of our Common Stock and other securities by us or our stockholders;

•general economic, industry and market conditions in the cryptocurrency industry and broader macroeconomic trends related to the digital asset industry; and

•the other factors described in this ‘‘Risk Factors’’ section and in the “Risk Factors” section of our other SEC filings.

Our management may invest or otherwise use the proceeds of any offering by the Company in ways with which you may not agree or in ways that may not yield a return.

Our management will have broad discretion in the application of the net proceeds from any offering by the Company and could use the proceeds in ways that do not improve our results of operations or enhance the value of our Common Stock. The failure by our management to apply these funds effectively could result in financial losses that could cause the price of our Common Stock to decline and delay the development of additional products and services or our pursuit of our new SOL strategy. Pending their use, we may invest the net proceeds from any offering in a manner that does not produce income or that loses value. We will not receive any proceeds from sales by the Selling Stockholders.

Our digital asset holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents. We are also subject to the credit risk of custodians.

Historically, crypto markets have been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, compliance and internal control failures at exchanges, and various other risks inherent in their entirely electronic, virtual form and decentralized network. During times of market instability, we may not be able to sell our digital asset holdings at favorable prices or at all. Further, we maintain substantially all of our proprietary digital asset holdings with centralized custodians and transact with trade execution partners. These entities do not have the same protections as are available to cash or securities deposited with or transacted by institutions subject to regulation. For example, U.S. banks are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor in the case of the bank’s insolvency. U.S. broker-dealers are covered by the Securities Investor Protection Corporation (“SIPC”), which ensures recovery of the securities by the depositor. In contrast, cryptocurrency custodians do not offer such protections. If a custodian were to become insolvent, it is possible that we would face delays or difficulties obtaining our digital assets. Moreover, there have been a number of instances in which custodians have used



10

~~ITEM 1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

~~Our operations~~customer ~~and~~funds ~~financial results are subject~~ to ~~various~~fund ~~risks~~their ~~and~~own ~~uncertainties including those described below~~operations. ~~You~~If ~~should~~that ~~consider carefully~~were the ~~risks~~case ~~and~~with ~~uncertainties~~our ~~described~~custodian ~~below,~~and inthe ~~addition~~custodian were to ~~other~~become ~~information~~insolvent ~~contained~~and infile ~~this~~for ~~Annual Report on Form 10-K~~bankruptcy, ~~including~~ ~~our~~we ~~consolidated~~may ~~financial~~not ~~statements~~be ~~and~~able ~~related~~to ~~notes,~~obtain asall ~~well~~of ~~as our other public filings with~~ the ~~Securities~~digital ~~and~~assets ~~Exchange Commission.~~that ~~The~~we ~~risks~~had ~~and~~deposited ~~uncertainties~~with ~~described below are not~~ the ~~only ones we face~~custodian. ~~Additional~~Even ~~risks~~if ~~and uncertainties that~~ we ~~are unaware~~were ~~of,~~to orobtain ~~that~~our wedigital ~~currently believe are not material~~assets, it may ~~also~~require ~~become~~a ~~important~~considerable ~~factors~~amount ~~that adversely affect our business. If any~~ of ~~the~~time ~~following~~and ~~risks or others not specified below materialize~~expense, ~~our~~which ~~business, financial condition and results of operations~~ could ~~be materially~~ adversely ~~affected.~~impact ~~In that case, the trading price of~~ our ~~common~~financial ~~stock could decline~~stability.

~~Risks related~~Apart from the risk of insolvency of the custodian, there is also a risk of custodians freezing withdrawals, typically in connection with a security incident, regulatory compliance or technical issues, and may be unresponsive to ~~our~~customers ~~financial~~attempting ~~condition~~to retrieve their funds. In such events, it may be difficult to reach a representative to assist with unfreezing assets and ~~business~~we may not be able to sell or use our digital assets.

WeAdditionally, ~~are~~the asecondary ~~growing~~market ~~company~~for ~~with~~borrowing aagainst ~~relatively limited~~digital ~~operating~~assets ~~history,~~is ~~which~~not well developed. We may ~~result~~be inunable ~~increased~~to ~~risks~~enter into term loans or other capital raising transactions collateralized by our unencumbered digital assets or otherwise generate funds using our digital assets, ~~uncertainties~~especially during times of market instability or when the price of digital assets has declined significantly. If we are unable to sell our digital assets, ~~expenses~~enter ~~and~~into ~~difficulties~~additional capital raising transactions using digital assets as collateral, ~~and~~or ~~makes~~otherwise itgenerate ~~difficult~~funds using our digital assets or if we are forced to ~~evaluate~~ sell our ~~prospects~~digital assets at a significant loss in order to meet our working capital requirements, our business and financial condition could be negatively impacted.

~~The Company~~We ~~was~~may ~~originally~~be ~~formed~~subject asto aregulatory ~~limited~~developments ~~liability~~related ~~company~~to incrypto ~~the~~assets ~~State of Florida in 2018~~ and ~~was~~crypto ~~converted~~asset ~~into a corporation in the State of Delaware on March 9~~markets, ~~2021. Accordingly, the Company has a limited history upon~~ which ancould ~~evaluation~~adversely ofaffect ~~its~~our ~~performance and prospects can be made. There can be no assurance that we will ever operate profitably. Our current and proposed operations are subject to all the~~ business, ~~risks~~financial ~~associated~~condition, ~~with new enterprises. The Company may not be successful in attaining the objectives necessary for it to overcome these risks~~ and ~~uncertainties. These include likely fluctuations in operating~~ results ~~as the Company reacts to developments in its market, managing its growth and the entry~~ of ~~competitors into the market~~operations. ~~We will only be able to pay dividends on any shares once our directors determine that we are financially able to do so.~~

~~We may~~As ~~not~~SOL beand ~~able~~other digital assets are relatively novel and the application of state and federal securities laws and other laws and regulations to ~~effectively~~digital ~~manage~~assets ~~our~~is ~~growth~~unclear in certain respects, it is possible that regulators in the United States or foreign countries may interpret or apply existing laws and ~~operations~~regulations in a manner that adversely affects the price of digital assets. The U.S. federal government, ~~which~~states, regulatory agencies, and foreign countries may also enact new laws and regulations, or pursue regulatory, legislative, enforcement or judicial actions, that could materially ~~and~~impact ~~adversely~~the ~~affect~~price ~~our~~of ~~business~~digital assets or the ability of individuals or institutions such as us to own or transfer digital assets.

~~We may~~There ~~experience~~are ~~rapid~~currently ~~growth~~bills ~~and~~introduced ~~development~~into inthe aU.S. ~~relatively~~Congress ~~short~~that, ~~time~~if ~~span~~they ~~through~~pass, ~~our~~may ~~marketing~~provide ~~efforts.~~clarity ~~The~~on ~~management~~the ofmarket ~~this~~structure ~~growth will~~of ~~require,~~whether ~~among~~digital ~~other~~assets ~~things,~~are ~~continued~~securities ~~development~~or ofcommodities. ~~our~~If ~~financial~~digital ~~and~~assets ~~management~~or ~~controls~~related ~~and management information systems~~activities, ~~stringent~~ ~~control~~such ofas ~~costs,~~staking ~~increased marketing activities~~arrangements, ~~the~~are ~~ability~~determined to ~~attract~~constitute ~~and~~investment ~~retain~~contracts, ~~qualified~~and ~~management~~therefore ~~personnel~~securities, ~~and~~for ~~the training~~purposes of ~~new~~the ~~personnel.~~federal Wesecurities ~~intend~~laws, tothe ~~hire~~ additional ~~personnel~~regulatory torestrictions ~~manage~~imposed ~~our~~by ~~expected~~such ~~growth~~a ~~and~~determination ~~expansion.~~could ~~Failure~~adversely toaffect ~~successfully manage~~the ~~our~~market ~~possible~~price ~~growth~~of ~~and~~digital ~~development~~assets ~~could~~and, ~~have~~in aturn, ~~material~~adversely ~~adverse~~affect ~~effect on our business and~~ the ~~value~~market price of our ~~common~~Common ~~stock~~Stock.

Our ~~revenue~~ ~~growth~~SOL ~~rate~~treasury ~~and~~strategy ~~financial~~could ~~performance~~create incomplications ~~recent~~with ~~years~~external ~~may~~service ~~not~~providers, besuch ~~indicative~~as ofinsurance ~~future~~companies, ~~performance~~banking entities and ~~such~~auditors, ~~growth~~which ~~may~~could ~~slow~~have ~~over time~~a materially adverse impact on our business.

WeOur ~~have~~SOL ~~grown~~treasury ~~over~~strategy ~~the~~could ~~last~~create ~~three~~complications ~~years,~~with ~~and~~external ~~our recent~~service ~~revenue~~providers ~~growth~~that ~~rate and financial performance~~ may ~~not~~place bea ~~indicative~~high ofrisk ~~our future performance. You should not rely~~ on ~~our~~companies ~~revenue for~~engaging ~~any~~in ~~previous~~such ~~quarterly~~a ortreasury ~~annual period as an indication of our revenue or revenue growth in future periods~~strategy. AsFor ~~we grow our business~~example, ~~our~~ ~~revenue~~in ~~growth rates may slow~~2023, orthe ~~our~~Office ~~revenue~~of ~~may~~the ~~decline,~~Comptroller ~~in future periods for a number~~ of ~~reasons~~the Currency, ~~which~~the ~~may~~Federal ~~include~~Reserve ~~slowing demand for our platform offerings~~ and ~~services, increasing competition, a decrease in~~ the ~~growth~~FDIC ofissued ~~our~~supervisory ~~overall~~statements ~~credit~~that ~~market,~~digital ~~increasing~~assets ~~regulatory costs~~were ~~and~~a ~~challenges~~“significant ~~and~~risk” ~~our failure~~ to ~~capitalize~~banking ~~on growth opportunities~~organizations. ~~Further~~Similarly, weexternal ~~believe~~service ~~our~~providers ~~growth~~began ~~over~~placing ~~the~~a ~~last~~high ~~several~~degree ~~years has~~of ~~been~~risk ~~driven~~on indigital ~~large~~asset ~~part by our platform~~companies, ~~lender~~including ~~partnerships~~third-party ~~and~~providers ~~current~~such ~~lack~~as ofinsurance ~~competitors with a similar business model. Future incremental improvements in the financial capabilities of lenders~~companies, ~~primarily~~banking ~~our partners~~entities, ~~may impact this substantially~~auditors, ~~and~~payment ~~such developments may lead to varying levels of growth from past periods. As a result of these factors~~processors, ~~our~~compliance ~~revenue~~vendors ~~growth rates may slow,~~ and ~~our~~public ~~financial performance~~relationship ~~may be adversely affected~~firms.

~~A majority~~While the current administration has undertaken a coordinated policy shift across key financial regulatory agencies with respect to regulations of digital assets, the implications of such proposed and future policy changes are uncertain at this time. If future regulations and policy changes were to impose similar limitations as those in 2023, our ~~revenue~~service isproviders ~~derived~~may ~~from~~refuse ~~transaction~~to ~~fees~~enter into commercially acceptable contracts with us and other companies that engage in similar treasury strategies with digital assets. This could have a number of adverse impacts on the operation of our business. For example, ~~which~~with ~~are~~respect ~~not~~to ~~long-term~~insurance ~~contracted~~companies, ~~sources~~the cost of ~~recurring~~our ~~revenue~~insurance ~~and~~may also increase or our insurers may refuse to underwrite policies or exclude digital asset liabilities from coverage. In the event that we are ~~subject~~ unable to ~~external~~obtain ~~economic~~directors ~~conditions~~and officers liability insurance on acceptable terms, our directors and ~~declines~~officers may be exposed to personal liability in ~~those~~connection ~~engagements~~with securities class actions, regulatory investigations and other legal proceedings. This could also deter us from retaining key employees or may prevent us from hiring talent. If we were to lose our banking services, it would severely disrupt our ability to maintain liquidity, process payroll, pay vendors or access fiat currency, which would have a ~~material~~significantly adverse ~~effect~~impact on our business, financial condition and results of operations. Certain auditors may

We historically have earned principally all of our revenue from success fees when transactions close on our platform or through a match we curated. We expect that we will continue to rely heavily on revenue from these sources for substantially all of our revenue for the foreseeable future. A decline in the number of transactions completed or in the value of the commercial real estate we finance could significantly decrease our revenues, which would adversely affect our business, financial condition and results of operations.



			11

~~We face~~Table ~~risks in our electronic payment services business that could adversely affect our business and/or results~~ of ~~operations.~~Contents

~~Our electronic~~also ~~payment~~consider ~~services~~custody, ~~business~~fair ~~facilitates~~market ~~the~~valuation, ~~processing~~impairment oftesting ~~inbound~~ and ~~outbound~~other ~~payments~~controls ~~for~~as ~~our SaaS customers~~high-risk. ~~These~~If ~~payments are settled through~~ our ~~sponsoring~~auditor ~~clearing~~determined ~~bank,~~that ~~licensed~~it ~~money~~was ~~transmitters,~~unable ~~card~~to ~~payment~~issue ~~processors~~an ~~and~~unqualified ~~other~~opinion ~~third-party~~or ~~electronic payment~~could ~~services~~not ~~providers~~engage ~~that we contract~~ with ~~from~~us ~~time to time. With respect to these service providers~~altogether, weit ~~have~~may ~~significantly~~adversely ~~less control~~affect ~~over~~our ~~the~~ability ~~systems and processes than if we were~~ to ~~maintain~~meet ~~and operate those systems and processes ourselves. In some cases, functions necessary to~~ our ~~business~~periodic ~~are~~reporting ~~performed~~obligations onunder ~~proprietary~~the ~~third-party~~Exchange ~~systems~~Act and ~~software~~significantly toaffect ~~which~~our ~~we have no access. We also generally do not have long-term contracts with these service providers. Moreover~~business, wefinancial ~~rely~~condition ~~on a limited number of third-party electronic payment services providers~~ and, ~~in some instances, do not have a backup provider in place for a specific service. Accordingly,~~ the ~~failure of~~ability ~~these service providers~~ to ~~renew~~raise ~~their~~capital ~~contracts with us or to fulfill their contractual obligations and perform satisfactorily could result~~ in ~~significant~~the ~~disruptions~~public ~~to our operations and adversely affect our operating results~~markets.

~~We are~~Regulatory ~~and~~change ~~will~~reclassifying ~~continue~~SOL ~~to be subject to risks arising from or related to the settlement of payment transactions, including with respect to prefunding and chargeback requests~~ as ~~well~~a assecurity ~~human~~could orlead ~~processing errors. Users are ultimately responsible for fulfilling their obligations~~ to ~~fund transactions; however, in instances where there are returns or chargebacks, we attempt to collect these funds from~~ our ~~customers. If~~falling wewithin ~~are unable to collect such amounts from our customers, we bear~~ the ~~risk~~definition of ~~loss~~“investment ~~for~~company” ~~the~~under ~~amount of~~ the ~~return~~Investment orCompany ~~chargeback.~~Act ~~While we~~of ~~have~~1940, ~~not~~as ~~experienced~~amended, ~~material losses resulting from payment returns~~ or ~~chargebacks in~~ the ~~past~~1940 Act, ~~there~~and ~~can~~could ~~be no assurance that we will not experience significant losses in the future. Any increase in returns or chargebacks that we are not able to recover from our customers may~~ adversely affect ~~our~~the ~~financial~~market ~~condition~~price ~~and results~~ of ~~operations.~~SOL Inand ~~addition,~~the ifmarket ~~transactions~~price orof ~~settlement reconciliations are not performed timely or are inaccurate due to human or processing errors, we could experience significant financial loss that could have an adverse effect on~~ our ~~business~~Common ~~and operating results~~Stock.

~~Our electronic~~Under ~~payment~~Sections ~~services~~3(a)(1)(A) ~~business~~and ~~also~~(C) ~~exposes~~of usthe toInvestment ~~risk~~Company inAct, ~~connection~~a ~~with~~company ~~theft,~~generally ~~fraud~~will ~~and~~be ~~other~~deemed ~~malicious~~to ~~activity~~be byan ~~our~~“investment ~~employees, our~~company” ~~third-party~~for ~~service~~purposes ~~providers’~~of ~~employees~~the Investment Company Act if (1) it is, or ~~third-parties~~holds ~~who~~itself ~~improperly~~out ~~gain~~as ~~access~~being, toengaged ~~our~~primarily, ~~systems~~ or ~~our~~proposes ~~customers’ systems.~~to Inengage primarily, in the ~~event~~business of ~~such activity~~investing, wereinvesting ~~may~~or ~~incur~~trading ~~liability~~in tosecurities ~~compensate~~or ~~our~~(2) ~~customers,~~it ~~our~~is ~~customers’ stakeholders~~engaged, or ~~third-party electronic~~proposes ~~payment~~to ~~service~~engage, ~~providers~~in ~~for~~the ~~losses~~business ~~incurred.~~of ~~While~~investing, wereinvesting, ~~take~~owning, ~~reasonable~~holding ~~measures~~or totrading ~~secure~~in ~~our~~securities ~~systems~~ and ~~payments infrastructure,~~ it isowns ~~not~~or ~~possible~~proposes to ~~entirely~~acquire ~~eliminate~~investment ~~the~~securities ~~risk~~having ofa ~~intentional~~value ~~wrongdoing.~~exceeding In40% of the ~~past,~~value ~~third-party~~of ~~bad~~its ~~actors~~total ~~have~~assets ~~gained~~(exclusive ~~improper access~~of toU.S. ~~our~~government ~~systems~~securities and ~~our~~cash ~~customers’~~items) ~~systems~~on ~~and~~an weunconsolidated ~~experienced financial loss as a result~~basis. IfWe ~~third-party~~do ~~bad~~not ~~actors~~believe ~~again gain~~that ~~access~~we toare ~~our~~an ~~systems~~“investment ~~or our customers’ systems~~company,” oras ~~our~~such ~~employees~~term oris ~~third-party~~defined ~~service~~in ~~providers’~~the ~~employees~~Investment ~~misuse our~~Company ~~payment systems for malicious purposes~~Act, weand ~~could~~are ~~experience~~not ~~material~~registered ~~financial~~as ~~loss~~an ~~that~~“investment ~~may~~company” ~~affect~~under ~~our~~the ~~operating~~Investment ~~results~~Company Act.

If In the Crypto Asset Interpretation, the SEC concluded that SOL is not a “security” for purposes of the federal securities laws. The Crypto Asset Interpretation also identified situations in which a digital commodity, such as SOL, could become subject to an investment contract that would be a “security” for purposes of the federal securities laws. A determination by the SEC or a court of competent jurisdiction that SOL is a security or that SOL that we ~~are~~hold ~~unable~~is subject to ~~deliver~~an ~~effective~~investment ~~customer~~contract ~~service,~~and ittherefore is a security could ~~harm~~lead to our ~~relationships~~meeting ~~with~~the ~~our~~definition ~~existing~~of ~~customers~~“investment ~~and~~company” ~~adversely~~under ~~affect~~ the Investment Company Act, if the portion of our ~~ability~~assets that consists of investments in securities exceeds the 40% limit prescribed in the Investment Company Act, which would subject us to ~~attract~~significant ~~new~~additional ~~customers~~regulatory ~~and~~requirements that could have a material adverse effect on our ~~operating~~business ~~results~~and operations and may also require us to change the manner in which we conduct our business.

~~Our business~~We ~~depends,~~monitor inour ~~part,~~assets onand ~~our~~income ~~ability~~in order to ~~satisfy~~conduct our ~~customers~~business activities in a manner such that we either do not fall within the definition of “investment company” under the Investment Company Act or would qualify under one of the exemptions or exclusions provided by ~~providing~~the ~~onboarding~~Investment ~~services~~Company Act and ~~ongoing~~corresponding ~~customer~~SEC ~~service~~rules. ~~Once our~~If ~~solutions~~SOL ~~are~~is ~~deployed~~determined to be a security for purposes of the federal securities laws or SOL that we hold is determined to be subject to an investment contract, ~~our~~we ~~customers~~would ~~depend~~take onsteps to reduce our ~~customer~~holdings ~~service~~of ~~organization~~SOL toor ~~resolve~~such ~~technical~~SOL ~~issues~~that ~~relating~~is subject to ~~their~~investment ~~use~~ contracts as a percentage of our ~~solutions~~total assets. ~~Increased~~These ~~demand~~steps may include, among others, selling SOL that we might otherwise hold for ~~our~~the ~~support~~long ~~services~~term ~~may~~and ~~increase~~deploying our ~~costs~~cash ~~without~~in ~~corresponding~~assets ~~revenue~~that are not considered to be investment securities under the Investment Company Act, in which ~~could~~case ~~adversely affect~~we may be forced to sell our ~~operating~~SOL ~~results~~at unattractive prices. ~~Further,~~We ~~our~~may ~~sales~~also ~~process~~seek isto ~~highly~~acquire ~~dependent~~additional onassets that are not considered to be investment securities under the ~~ease~~Investment ofCompany ~~use~~Act, ofand ~~our~~we ~~solutions~~may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our ~~reputation~~business. ~~and positive~~Any ~~recommendations~~of ~~from~~these actions could have a material adverse effect on our ~~existing~~results ~~customers~~of operations and financial condition. ~~Any~~Moreover, ~~failure~~we can make no assurance that we would successfully be able to ~~maintain~~take ~~high-quality~~the necessary steps to avoid meeting the definition of “investment company” under the Investment Company Act and ~~responsive~~becoming ~~customer~~subject ~~service,~~to orits requirements. If SOL is determined to constitute a ~~market perception~~security ~~that~~for purposes of the federal securities laws, and if we doare not ~~maintain~~able ~~high-quality~~to ~~and~~come ~~responsive~~within ~~customer~~an ~~service~~available exemption or exclusion under the Investment Company Act, ~~could~~then ~~harm~~we ~~our~~would ~~reputation~~have to register as an investment company, ~~cause~~which would require us to ~~lose~~change ~~customers and~~the ~~adversely~~manner ~~impact~~in which we conduct our ~~ability~~business. toIn ~~sell~~addition, ~~our~~such ~~solutions~~a todetermination ~~prospective~~could ~~customers~~adversely affect the market price of SOL and in turn adversely affect the market price of our Common Stock.

~~We track~~If ~~certain~~SOL ~~operational~~were ~~metrics~~considered a security, ~~which~~U.S. ~~are~~exchanges ~~subject~~that list SOL would either have to ~~inherent~~register ~~challenges~~as ina ~~measurement,~~national ~~and~~securities ~~real~~exchange or ~~perceived~~de-list ~~inaccuracies~~SOL. inThe ~~such metrics~~delisting ~~may~~of ~~harm~~SOL ~~our~~would ~~reputation~~have ~~and~~a ~~adversely~~significantly ~~affect~~adverse ~~our~~impact ~~stock~~on ~~price~~the liquidity of SOL, which would likely have a material adverse impact on our SOL treasury strategy and our business. Further, ~~results~~we may be forced to liquidate our holdings of ~~operations,~~SOL at unfavorable prices and ~~financial~~change ~~condition~~our SOL treasury strategy in the event that SOL is classified as a security.

We track certain operational metrics, including metrics such as Monthly Unique Users (“MUUs”), which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools are not subject to alegal ~~number of limitations,~~ and ~~our~~regulatory ~~methodologies~~obligations ~~for~~that ~~tracking~~apply ~~these metrics may change over time, which could result in unexpected changes~~ to ~~our metrics,~~investment ~~including~~companies ~~the~~such ~~metrics~~as wemutual ~~publicly~~funds ~~disclose. If the internal systems~~ and ~~tools~~funds, ~~we use to track these metrics undercount~~ or ~~overcount or contain algorithmic or other technical errors, the data we report may not be accurate. While these numbers are based on what we believe~~ to beobligations ~~reasonable estimates of our metrics for the~~ applicable period of measurement, there are inherent challenges in measuring how our platform is used. For example, the number of MUUs on our platform is based on activity associated with a unique device identifier during a certain time period. Certain individuals may have more than one device and therefore may be counted more than once in our count of Monthly Unique Users. Limitations or errors with respect to ~~how~~investment ~~we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies~~advisers. If our operational metrics are not accurate representations of our business, if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to stockholder litigation, and our business, financial results and results of operations could be adversely affected.

Mutual funds, exchange-traded funds and their directors and management are subject to extensive regulation as “investment companies” and “investment advisers” under U.S. federal and state law; this regulation is



12

~~Our growth~~Table ~~plan~~of ~~may include completing acquisitions, which may or may not happen depending on the acquisition opportunities that are available in the marketplace.~~Contents

~~Our ability~~intended for the benefit and protection of investors. We are not subject to, ~~grow~~and bydo ~~acquiring~~not ~~companies~~otherwise orvoluntarily ~~assets~~comply with, these laws and byregulations. ~~making~~This ~~investments~~means, among other things, that the execution of or changes to ~~complement~~our Treasury Reserve Policy or our ~~existing~~SOL ~~businesses~~strategy, ~~will~~our ~~depend~~use ~~upon~~of leverage, the ~~availability~~ ofmanner ~~suitable~~in ~~acquisition~~which ~~candidates.~~our IfSOL weis custodied, our ability to engage in transactions with affiliated parties and our operating and investment activities generally are ~~unable~~not subject to ~~find~~the ~~suitable~~extensive ~~acquisition~~legal ~~candidates~~and regulatory requirements and prohibitions that apply to investment companies and investment advisers. For example, ifalthough wea ~~are~~significant ~~unable~~change to ~~attract~~ our Treasury Reserve Policy would require the ~~interest~~approval of ~~such~~our ~~candidates~~board of directors, no stockholder or ifregulatory approval would be necessary. Consequently, our board of directors has broad discretion over the investment, leverage and cash management policies it authorizes, whether in respect of our SOL or other activities we ~~are~~may ~~unable~~pursue, and has the power to ~~successfully~~change ~~negotiate~~our current policies, including our strategy of acquiring and ~~complete~~holding ~~such~~SOL. ~~acquisitions,~~As ~~that~~a ~~could~~result, ~~limit~~investors in our ~~ability~~ company may be exposed to ~~grow~~greater volatility, concentration risk and governance discretion than they would be if we were subject to the protections afforded to regulated investment companies or investments managed by investment advisers subject to the provisions of the Advisers Act.

InIf ~~November 2023,~~ we ~~acquired~~or ~~Groundbreaker,~~our ~~rebranded as~~service ~~Janover~~providers ~~Connect~~experience ina ~~2024,~~security ~~which~~breach isor acyberattack ~~specialized~~and ~~software~~unauthorized asparties aobtain ~~SaaS~~access ~~platform designed~~ to ~~simplify~~our ~~capital~~digital ~~fundraising~~assets, ~~and~~or ~~investment administration~~if inour ~~the~~private ~~commercial~~keys ~~real~~are ~~estate~~lost ~~industry.~~or ~~By offering an intuitive portal at www.groundbreaker.co~~destroyed, itor ~~enables~~other ~~real~~similar ~~estate professionals~~circumstances toor ~~efficiently~~events ~~manage~~occur, ~~equity~~we ~~capital,~~may ~~investor~~lose ~~relations,~~some ~~and~~or ~~document~~all ~~sharing,~~of ~~fostering~~our adigital ~~seamless~~assets and ~~professional~~our ~~investment experience. The platform also facilitates secure~~ financial ~~transactions~~condition and ~~offers~~results ~~robust~~of ~~customer~~operations ~~relationship~~could ~~management~~be ~~tools,~~materially ~~aiming to~~adversely ~~enhance transparency and engagement between property developers and investors~~affected.

InSubstantially ~~fiscal~~all ~~2025~~of the digital assets we ~~will~~own ~~look~~are ~~into~~held ~~expanding~~in ~~our core-product~~custody ~~suite~~accounts ~~while~~at ~~transitioning~~U.S. toinstitutional ~~recurring~~digital ~~SaaS~~asset ~~subscriptions~~custodians. Security breaches and ~~through~~cyberattacks ~~M&A~~are ~~opportunities~~of ~~that~~particular ~~have~~concern ~~similar~~with ~~characteristics~~ respect to our ~~Groundbreaker~~digital ~~acquisition~~assets. ~~These~~ ~~characteristics~~Solana ~~include~~and ~~but~~other ~~are~~blockchain ~~not~~cryptocurrencies ~~limited~~and the entities that provide services to: ~~predictable~~participants ~~recurring~~in ~~revenue~~the Solana ecosystem have been, ~~high gross~~and ~~margins~~may in the future be, ~~cash~~subject ~~flow~~to security breaches, cyberattacks, or ~~approaching~~other ~~cash~~malicious ~~flow~~activities. ~~positive~~For example, ~~and~~in aOctober ~~product~~2021 ~~line~~it was reported that ~~will~~hackers ~~fit~~exploited ~~into~~a ~~our~~flaw ~~commercial~~in ~~real~~the ~~estate~~account ~~funnel~~recovery process and ~~ecosystem. These~~ ~~M&A~~stole ~~candidates~~from ~~will~~the ~~complement~~accounts ~~our~~of ~~core~~at ~~business~~least by6,000 ~~upselling~~customers ~~and~~of ~~cross~~the ~~selling~~Coinbase ~~both~~exchange, ~~new~~although the flaw was subsequently fixed and ~~existing products. There~~Coinbase ~~are~~reimbursed noaffected ~~guarantees~~customers. ~~that~~Similarly, wein ~~will~~November be2022, ~~successful~~hackers exploited weaknesses in ~~identifying~~the orsecurity ~~even~~architecture ~~closing~~of ~~another~~the ~~acquisition~~FTX ~~opportunity~~ Trading digital asset exchange and reportedly stole over $400 million in ~~the~~digital ~~future~~assets from customers. A successful security breach or cyberattack could result in:

~~We may~~•a bepartial ~~unable~~or tototal ~~make~~loss ~~acquisitions~~of ~~and~~our ~~investments,~~digital ~~successfully~~assets ~~integrate~~in ~~acquired~~a ~~companies~~manner ~~into~~that ~~our~~may ~~business,~~not orbe ~~our~~covered ~~acquisitions and~~by ~~investments~~insurance ~~may~~or ~~not~~the ~~meet~~liability ~~our~~provisions ~~expectations, any~~ of ~~which~~the ~~could~~custody ~~adversely~~agreements ~~affect~~with ~~our~~the ~~business,~~custodians ~~financial~~who ~~condition,~~hold ~~and~~our ~~results~~digital ~~of operations.~~assets;

~~We may~~•harm into ~~the future acquire or invest in businesses, offerings, technologies, or talent that we believe could complement or expand~~ our ~~existing~~ ~~product~~reputation ~~offerings, enhance our technical capabilities, or otherwise offer growth opportunities. The pursuit of future potential acquisitions~~ and investments may divert the attention of management and cause us to incur significant expenses related to identifying, investigating, and pursuing suitable acquisitions and investments, whether or not they are consummated. Furthermore, even if we successfully acquire or invest in additional businesses or technologies, we may not achieve the anticipated benefits or synergies due to a number of factors, including, without limitation: brand;

●•improper ~~unanticipated~~disclosure ~~costs~~of ordata ~~liabilities~~and ~~associated~~violations ~~with~~of ~~the~~applicable ~~acquisition,~~data ~~including~~privacy ~~claims~~and ~~related~~other tolaws; ~~the acquired company, its product offerings,~~ or ~~technology;~~

●•significant ~~the~~regulatory ~~incurrence~~scrutiny, ofinvestigations, ~~acquisition-related~~fines, ~~or investment-related expenses~~penalties, ~~which~~and ~~would~~other belegal, ~~recognized~~regulatory, ascontractual aand ~~current~~financial ~~period expense;~~exposure.

●Further, ~~inability~~any toactual ~~generate~~or ~~sufficient~~perceived ~~revenue~~data security breach or cybersecurity attack directed at other companies with digital assets or companies that operate digital asset networks, regardless of whether we are directly impacted, could lead to ~~offset~~a ~~acquisition~~general loss of confidence in the broader Solana ecosystem or ~~investment~~in ~~costs;~~the use of the Solana Network to conduct financial transactions, which could negatively impact us.

●Attacks ~~inability~~upon systems across a variety of industries, including industries related to ~~maintain~~Solana, ~~relationships~~are ~~with~~increasing ~~customers~~in frequency, persistence, and sophistication, and, in many cases, are being conducted by sophisticated, well organized groups and individuals, including state actors. The techniques used to obtain unauthorized, improper or illegal access to systems and information (including personal data and digital assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched against a target. These attacks may occur on our systems or those of our third-party service providers or partners. We may experience breaches of our security measures due to human error, malfeasance, insider threats, system errors or vulnerabilities or other irregularities. In particular, we expect that unauthorized parties will attempt to gain access to our systems and facilities, as well as those of our partners and third-party service providers, through various means, such as hacking, social engineering, phishing and fraud. Threats can come from a variety of sources, including criminal hackers, hacktivists, state intrusions, industrial espionage, and insiders. In addition, certain types of attacks could harm us even if our systems are left undisturbed. For example, certain threats are designed to remain dormant or undetectable, sometimes for extended periods of time, or until launched against a target and we may not be able to implement adequate preventative measures. Further, there has been an increase in such activities due to the ~~acquired~~increase ~~business;~~in remote work arrangements. The risk of cyberattacks could also be increased by

● challenges maintaining quality and security standards consistent with our brand;

● inability to identify security vulnerabilities in acquired technology;

● inability to achieve anticipated synergies or unanticipated difficulty with integration into our corporate culture;

● the need to integrate or implement additional controls, procedures, and policies;

● challenges caused by distance and cultural differences;

● harm to our existing business relationships with business partners as a result of the acquisition or investment;

● potential loss of key employees;

● use of resources that are needed in other parts of our business and diversion of management and employee resources;

● unanticipated complexity in accounting requirements;

● use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition; and

● disputes that may arise out of earn-outs, escrows, and other arrangements related to an acquisition of a company.



			13

~~Acquisitions also~~Table ~~increase the risk~~ of unforeseen legal liability, including for potential violations of applicable law or industry rules and regulations, arising from prior or ongoing acts or omissions by the acquired businesses that are not discovered by due diligence during the acquisition process.Contents

~~We may~~cyberwarfare ~~have~~in toconnection ~~pay~~with ~~cash,~~the ~~incur~~conflicts ~~additional~~in ~~debt~~Ukraine, orthe ~~issue~~Middle ~~equity~~East toor ~~pay~~elsewhere, ~~for~~or ~~any~~other future ~~acquisitions~~conflicts, orincluding ~~investments,~~potential ~~each~~proliferation of ~~which~~malware ~~could~~into ~~adversely affect~~systems ~~our~~unrelated ~~financial~~to ~~condition~~such conflicts. ~~The~~Any ~~sale~~future breach of ~~equity~~our tooperations ~~finance any future acquisitions~~ or ~~investments~~those ~~could~~of ~~result~~others in ~~dilution~~the toSolana ~~our stockholders.~~industry, ~~The~~including ~~incurrence~~third-party ofservices ~~additional~~on ~~indebtedness~~which ~~would~~we ~~result~~rely, incould ~~increased~~materially ~~fixed obligations~~ and ~~could also include additional covenants or other restrictions that would impede our ability to manage our operations. Any of the foregoing could~~ adversely affect our ~~business,~~ financial condition, and results of operations.

We ~~are~~ ~~subject~~face other risks related to ~~concentration~~our ~~risk~~digital asset treasury reserve business model.

~~During the~~Our ~~year~~digital ~~ended~~asset ~~December~~treasury ~~31,~~reserve ~~2024,~~business ~~three~~model ~~lenders~~exposes ~~accounted~~us ~~for~~to ~~36%~~various ~~of the Company’s revenues. During the year ended December 31~~risks, ~~2023,~~ ~~two~~including ~~lenders accounted for 39% of~~ the ~~Company’s revenues. The Company may be negatively affected by the loss of one of these lenders.~~following:

~~We may~~•SOL ~~need~~and toother ~~raise~~digital ~~substantial~~assets ~~additional~~are ~~capital~~subject ~~in the future in order~~ to ~~execute~~significant ~~our~~legal, ~~business~~commercial, ~~plan~~regulatory, and ~~help~~technical usuncertainty, and our ~~collaboration partners~~SOL ~~fund~~strategy ~~the~~subjects ~~development~~us ~~and commercialization of our products. If we are unable~~ to ~~raise~~enhanced ~~capital~~regulatory ~~when needed, we may be forced to delay, reduce or eliminate products, programs, commercial efforts, or sales efforts.~~oversight;

~~We may~~•regulatory ~~need~~changes tocould ~~finance~~impact future cash needs through public or private equity offerings, debt financings, or strategic collaboration and licensing or royalty arrangements. Our stockholders may consequently experience additional dilution, and debt financing, if available, and such financings may involve restrictive covenants and/or high interest rates. Regarding accessing additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our ~~products,~~ability ~~processes, and technologies or~~ to ~~grant~~operate ~~licenses on~~validators ~~terms not necessarily favorable to us. If adequate funds are not available from the foregoing sources, we may consider additional strategic financing options, including sales of assets,~~ or wereceive may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs, or curtail some of our commercialization efforts. We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.rewards;

~~We depend~~•regulatory onscrutiny ~~our~~of ~~executive team and other employees to manage~~ the ~~business~~Company’s ~~and~~activities ~~the~~may ~~loss~~increase, ofpotentially ~~one~~limiting ~~or more of these employees or an inability to attract and retain highly skilled employees could materially harm~~ our ~~business.~~operations;

~~Our success~~•potential ~~depends~~litigation ~~largely~~risks ~~upon~~exist ~~the~~related ~~continued~~to ~~high~~smart ~~performance~~contract ~~of our executive team and other employees. We rely on our executive team for leadership in critical areas of our business~~vulnerabilities, ~~including~~validator ~~product development~~operations, ~~engineering, marketing, security, business development, and general and administrative functions. The loss of one~~ or ~~more of~~ our ~~executives or key employees would have an adverse effect on our~~ business. From time to time, there may be changes in executives due to hiring or departures, which could disrupt our business. We do not have employment agreements with executives or other key personnel that require them to continue to work for us for any specified period and, therefore, they could terminate their employment at any time.activities;

~~For example,~~•uncertainty wearound ~~depend~~digital ~~on our senior management~~assets, including ~~Blake Janover~~SOL’s, ~~our~~regulatory ~~Founder~~status ~~and Chief Executive Officer and Bruce Rosenbloom, Chief Financial Officer. If we lose the services of one or more of our senior management and other key personnel, we~~ may ~~not~~impact ~~be able to successfully manage~~ our ~~business,~~ability ~~meet competitive challenges or achieve our growth objectives. Further,~~ to ~~the~~list ~~extent that our business grows, we will need to attract and retain additional qualified management personnel in a timely manner, and we may not be able to do so. Our future success depends~~ on ~~our~~certain ~~continuing ability to identify, hire, develop, motivate, retain, and integrate highly skilled personnel in all areas of our organization.~~ exchanges;

~~Our management~~•changes ~~team~~in ~~has~~political ~~limited~~administration ~~experience~~may ~~managing~~not guarantee a ~~public~~favorable ~~company.~~regulatory environment for digital assets;

~~Our management~~•future ~~team~~SEC ~~has~~or ~~limited~~CFTC ~~experience~~actions ~~managing~~or acourt ~~publicly~~decisions ~~traded~~could ~~company,~~retroactively ~~interacting~~classify ~~with~~digital ~~public~~assets ~~company~~as ~~investors~~a security, ~~and~~potentially ~~complying~~leading ~~with the increasingly complex laws pertaining~~ to ~~public~~penalties ~~companies.~~or ~~These~~forced ~~new~~unwinding ~~obligations and constituents require significant attention from our management team and may divert their attention away from the day-to-day management~~ of ~~our~~transactions; ~~business, which could harm our business, results of operations,~~ and ~~financial condition.~~

•increased regulatory focus on Layer-1 blockchains beyond Bitcoin and Ethereum could result in new compliance requirements.

We may engage in leveraged digital asset financing strategies, in which we will leverage our digital asset holdings to acquire additional amounts of the same leveraged digital assets, and may do so on a compounded basis, which will increase our exposure to smart-contract, operational, and counterparty risks.

We may engage in digital asset leverage strategies to acquire additional amounts of SOL. As part of this strategy, we may borrow digital assets by pledging our own SOL holdings as collateral, deploy these borrowed assets to acquire additional amounts of SOL, and subsequently re-pledge the newly acquired SOL to further engage in these leveraged transactions. As each of these transactions will be effectuated on chain, the strategy may expose us to significant smart-contract vulnerabilities and operational risks. The smart contracts that are used for purposes of these transactions may contain undiscovered bugs, logical errors or economic vulnerabilities that could be exploited by malicious actors or that could cause the contracts to perform in unintended ways, resulting in partial or total loss of our collateral and borrowed assets. In addition, the strategy may subject us to counterparty risk through the platforms we utilize to facilitate leveraging strategies including, among others, insolvency of the platform, coding errors, and cyberattacks. Finally, lenders customarily require that collateral ratios be maintained within narrowly defined thresholds and may exercise broad contractual discretion to impose additional margin requirements or to liquidate collateral without notice when those thresholds are breached. We may also incur losses if the interest that accrues on our borrowings significantly exceeds the revenue generated by the borrowed SOL.

Due to collateralization of leveraged digital asset financing strategies, declines in the market price of the underlying digital asset may result in a reduction in the value of posted collateral. If the value of such collateral falls below required thresholds, we may be subject to margin calls, forced liquidation or required to post additional collateral. In volatile market conditions, we may be unable to meet such requirements in a timely or cost-effective manner, resulting in liquidation of positions at unfavorable prices.

Additionally price volatility in digital assets, has historically been significant and unpredictable, and sudden and severe market movements could result in substantial or total loss of leveraged positions. We may also incur losses if the interest or fees associated with these leveraged borrowings exceeds the returns generated by the additional digital assets acquired, particularly in periods of declining prices in digital assets.



14

~~The concentration~~Table of ~~sales among our top employees could lead to losses if we are unable to retain them.~~Contents

~~Our most~~SOL ~~successful~~faces ~~advisors~~unique ~~are~~technical, ~~responsible~~governance ~~for assisting borrowers that correlate with a significant percentage of our revenues. They also serve as mentors~~ and ~~role models, and provide invaluable training for newer professionals, which is an integral part of our culture. This~~ concentration ~~among~~risks ~~our~~that ~~top professionals can lead to a greater and more concentrated risk of loss if we are unable to retain them and~~ could ~~have~~materially aaffect ~~material~~its ~~adverse~~long-term ~~impact on our business and financial condition~~viability.

The ~~loss~~ Solana Network is a high-throughput Layer-1 blockchain with architectural features that differ significantly from other blockchains, such as Ethereum. While these features allow for rapid processing of ~~one~~transactions, orthey ~~more~~introduce risks that could adversely impact the value of ~~our~~SOL ~~key~~and ~~personnel~~the stability of the Solana Network. Historically, orthe ~~our~~Solana ~~failure~~Network has suffered network outages, slow operations and validator coordination failures. If such challenges were to ~~attract~~persist, the confidence of the Solana development community and ~~retain~~its ~~other~~users ~~highly~~will ~~qualified~~be ~~personnel~~adversely affected, which could cause a rapid decline in the ~~future~~value of SOL. In addition, Solana’s consensus mechanism (PoH combined with PoS) is novel and relatively untested at a large scale over time. Structural flaws could ~~harm~~ emerge that require a fork, which may have an adverse impact on the Solana Network and our ~~business~~holdings.

~~We depend~~Solana onvalidators ~~the~~are ~~leadership and experience of our~~ relatively small ~~number~~in ~~of key executive management personnel~~number, ~~particularly~~which our Chairman of the Board, Chief Executive Officer, Blake Janover. The loss of the services of any of these key executives or any of our executive management members could have a material adverse effect on our business and prospects, as we may ~~not~~lead ~~be able~~ to ~~find~~coordinated ~~suitable individuals to replace such personnel on a timely basis or without incurring increased costs, or at all~~censorship. Furthermore, if we lose or terminate the services of one or more of our key employees or if one or more of our current or former executives or key employees joins a competitor or otherwise competes with us, it could impair our business and our ability to successfully implement our business plan. Additionally, if we are unable to hire qualified replacements for our executive and other key positions in a timely fashion, our ability to execute our business plan would be harmed. Even if we can quickly hire qualified replacements, we would expect to experience operational disruptions and inefficiencies during any transition.

~~We face~~SOL ~~stiff~~requires ~~competition~~high-performing computing hardware and internet connectivity to operate a validator node. These substantial infrastructure demands create a barrier of entry for ~~qualified~~validators, ~~personnel~~leading to a high concentration of validators that must be well capitalized. A significant portion of staked SOL tokens may be delegated to a few validators, resulting in a centralized block production environment. This concentration and ifcentralization wecould ~~fail~~lead to ~~attract~~the ~~new~~risk ~~personnel~~of coordinated censorship, which validators or ~~fail~~node tooperators ~~retain~~could delay or exclude transactions or blocks from being confirmed and ~~motivate~~recorded ~~our~~on ~~current~~the ~~personnel~~blockchain, ~~our~~ ~~business~~severely undermining neutrality and causing an erosion of the integrity of the Solana Network. In particular, ~~financial~~Blue ~~condition~~Moose Systems, ~~and~~a ~~results~~Solana validator that we have acquired, is one of ~~operations~~the ~~could~~top-performing beSolana ~~materially~~validators ~~and~~that ~~adversely~~also ~~affected~~controls a significant share of stake on SOL, which presents additional centralization risk.

~~To execute~~Our ~~our~~Solana ~~growth~~validator ~~plan,~~reward weyield ~~must attract and retain highly qualified personnel. Competition for qualified personnel~~ is ~~intense,~~expected ~~especially for engineers experienced in designing and developing online and mobile products. We have experienced and we expect~~ to ~~continue~~decline toover ~~experience difficulty~~time ~~in hiring~~ and ~~retaining~~could ~~employees with appropriate qualifications. To attract and retain top talent, we~~ have ~~had~~a tomaterial ~~offer, and~~adverse weeffect ~~believe~~on ~~we will need to continue to offer competitive compensation and benefits packages. If we are unable to attract, hire and retain the right talent or make too many hiring mistakes, it is likely~~ our ~~business~~financial ~~will suffer~~results.

We ~~will~~ becurrently earn rewards from the Solana Network through operating two validator nodes. Solana’s current protocol distributes rewards to validators based on a ~~“controlled~~declining ~~company”~~inflation ~~within~~model. This model reduces the ~~meaning~~total amount of ~~Nasdaq~~Solana ~~rules~~rewards ~~and,~~available asto distribute to validators by 15% each year until it reaches a ~~result,~~long-term ~~qualify~~rate ~~for~~of an1.5%. ~~exemption~~A ~~from~~significant ~~certain corporate~~reduction ~~governance~~in ~~requirements~~validator reward yield could negatively impact our business and results of operations.

~~We continue~~Our toSOL ~~control~~treasury astrategy ~~majority~~is ofdependent ~~the~~on ~~voting power of our outstanding voting stock, and as a result, we can be a “controlled company” within~~ the ~~meaning~~Solana ofFoundation ~~the corporate governance standards. Under Nasdaq rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company~~ and ~~may~~core ~~elect~~development ~~not to comply with certain corporate governance requirements, including the requirements that:~~team.

●The aSolana ~~majority~~Network ofis ~~the~~more ~~board~~centralized ofthan ~~directors~~other ~~consists~~blockchain ofprotocols ~~independent~~such ~~directors,~~as ●Bitcoin ~~the~~and ~~nominating~~Ethereum. ~~and~~The ~~corporate~~Solana ~~governance~~Foundation ~~committee~~and bea ~~composed~~relatively ~~entirely~~small group of ~~independent~~core ~~directors~~developers ~~with~~play a ~~written~~significant ~~charter~~role ~~addressing~~in the ~~committee’s~~governance, ~~purpose~~maintenance, and ~~responsibilities~~technical direction of the Solana protocol. If one or more key individuals that is responsible for the core development or leadership were to depart, ●become incapacitated or otherwise decide not to participate, the ~~compensation~~health ~~committee~~of the Solana network will be ~~composed~~significantly ~~entirely~~affected ofand ~~independent~~would ~~directors~~result ~~with~~in a ~~written~~material ~~charter~~adverse ~~addressing~~impact on the ~~committee’s~~value ~~purpose~~of ~~and~~SOL. ~~responsibilities~~Further, ~~and~~if ●the ~~there~~Solana beFoundation anwere ~~annual~~to ~~performance~~become ~~evaluation~~subject ofto ~~the~~a ~~nominating~~reputational event, it could lead to reduced developer engagement and ~~corporate~~adversely ~~governance~~affect the functionality and ~~compensation~~value ~~committees~~of the Solana Network.

SOL is subject to technological obsolescence, including competition from emerging blockchain and artificial intelligence protocols.

The digital asset ecosystem is characterized by rapid technological innovation, short development cycles, and intense competition among Layer-1 blockchains and related infrastructure providers. Solana faces intense competition among existing protocols, such as Aptos and Sei, and new entrants that are currently being developed. Competitors may offer superior scalability, security, interoperability, decentralization, programmability and adoption, and may attract developers away from the SOL ecosystem. Advancements in AI and blockchain technology are likely to accelerate the development of such protocols, including the development of additional networks that natively integrate AI into consensus mechanisms and other core features. If SOL is unable to evolve to address such increased competition or if Layer-2 networks believe that Solana’s core technology stack is outdated or less attractive compared with other Layer-1 networks, Solana may be considered technologically obsolete by the next-generation of protocols. The decline in the Solana Network would materially impact the market value of SOL and adversely affect the value of our SOL treasury holdings and our stock price.



			15

~~Although we~~Table ~~do not currently intend to avail ourselves~~ of this exemption, these requirements will not apply to us as long as we remain a controlled company. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.Contents

~~Risks related~~We may be subject to ~~our~~additional ~~intellectual~~tax ~~property~~liability ~~and~~if ~~platform~~regulation ~~development~~or policy changes adversely affect the tax treatment of rewards from staking SOL.

~~We are~~The ~~reliant~~U.S. onfederal ~~one~~income ~~main~~tax ~~type~~treatment of ~~service~~rewards from staking digital assets such as SOL remains uncertain and ~~some~~is currently the subject of ~~our~~debate ~~products~~and regulatory attention. Under current guidance by the IRS, staking rewards are ~~still~~generally treated as ordinary income upon receipt. However, the Company has taken a position for tax purposes that inflationary rewards (i.e., new SOL tokens minted by the Solana Protocol) are not required to be recognized as income upon receipt, but rather upon use or disposal. This conclusion is based on the view that generally the Internal Revenue Code provides that gross income from dealings in property is recognized at the ~~prototype~~time ~~phase~~of ~~and~~disposition ~~might~~rather ~~never~~than at the time of acquisition. Accordingly, the Company is taking the position that it is not required to recognize income on inflationary rewards until such time that they are used or disposed. If regulation or policy changes, or the interpretation or enforcement thereof, results in adverse tax treatment of rewards from staking SOL, we could be ~~operational~~subject ~~products~~to additional tax liabilities.

~~All~~ A majority of our ~~current~~Real ~~services~~Estate ~~are~~Platform ~~variants~~revenue ofis ~~one~~derived ~~type~~from oftransaction ~~service~~fees, ~~providing~~which aare ~~platform~~not ~~for~~long-term ~~commercial~~contracted ~~mortgage~~sources ~~financing.~~of ~~Although~~recurring werevenue and are ~~testing~~ ~~additional~~subject ~~products,~~to ~~our~~external ~~revenues~~economic ~~are~~conditions ~~therefore~~and ~~dependent~~declines ~~upon~~in ~~the~~those ~~market~~engagements ~~for~~could ~~commercial~~have ~~mortgage~~a ~~financing~~material adverse effect on its financial condition and results of operations.

~~We may~~Our ~~implement~~Real ~~new~~Estate ~~lines~~Platform segment historically has earned principally all of ~~business~~its revenue from success fees when transactions close on the platform or ~~offer~~through ~~new~~a ~~products~~match ~~and~~it ~~services~~curated. ~~within~~We ~~existing~~expect ~~lines~~that our segment will continue to rely heavily on revenue from these sources for substantially all of its revenue for the foreseeable future. A decline in the number of transactions completed or in the value of the commercial real estate it finances could significantly decrease our revenues, which would adversely affect our business, financial condition and results of operations.

~~As an~~Our ~~early-stage~~Real ~~company,~~Estate wePlatform ~~may~~segment ~~implement~~faces ~~new lines of business at any time. There are substantial~~ risks ~~and uncertainties associated with these efforts, particularly~~ in ~~instances~~its ~~where~~electronic ~~the~~payment ~~markets~~services ~~are not fully developed. In developing and marketing new lines of~~ business ~~and/or~~ ~~new~~that ~~products~~could ~~and~~adversely ~~services,~~affect weits ~~may invest significant time and resources. Initial timetables for the introduction and development of new lines of~~ business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases. As a result, our business, financial condition or results of operations ~~may be adversely affected~~.

~~If we~~Our ~~are~~electronic ~~unable~~payment toservices ~~maintain~~business facilitates the ~~quality~~processing of inbound and outbound payments for our ~~products,~~SaaS ~~expand~~customers. These payments are settled through our ~~product~~sponsoring ~~offerings~~clearing orbank, ~~continue~~licensed ~~technological~~money ~~innovation~~transmitters, card payment processors and ~~improvements~~other third-party electronic payment services providers that we contract with from time to time. With respect to these service providers, we have significantly less control over the systems and processes than if we were to maintain and operate those systems and processes ourselves. In some cases, functions necessary to our ~~prospects~~business are performed on proprietary external systems and software to which we have no access. Our segment also generally does not have long-term contracts with these service providers. Moreover, we rely on a limited number of external electronic payment services providers and, in some instances, do not have a backup provider in place for ~~future~~a ~~growth~~specific ~~may~~service. beAccordingly, ~~harmed~~the failure of these service providers to renew their contracts with us or to fulfill their contractual obligations and perform satisfactorily could result in significant disruptions to our operations and adversely affect our operating results.

~~We believe~~Our ~~our~~segment ~~success~~is ~~depends~~and onwill ~~users’~~continue ~~finding~~to ~~our~~be ~~product~~subject ~~offerings~~to risks arising from or related to bethe settlement of ~~value~~payment totransactions, ~~them.~~including ~~Our~~with ~~ability~~respect to ~~attract~~prefunding and ~~engage~~chargeback ~~users depends,~~requests inas ~~part,~~well onas ~~our~~human ~~ability~~or toprocessing ~~successfully~~errors. ~~expand~~Users ~~our~~are ~~product~~ultimately ~~offerings~~responsible ~~and~~for ~~editorial~~fulfilling ~~articles.~~their Toobligations ~~penetrate~~to ~~new~~fund ~~verticals~~transactions; however, in instances where there are returns or chargebacks, we ~~will~~ ~~need~~attempt to ~~develop~~collect athese ~~deep~~funds ~~understanding~~from ofour ~~those~~customers. ~~new~~If ~~markets~~we ~~and~~were ~~the~~unable ~~associated~~to ~~business~~collect ~~challenges~~such ~~faced~~amounts byfrom ~~participants~~our incustomers, ~~them. Developing~~we ~~this~~bear ~~level~~the risk of ~~understanding~~loss ~~may~~for ~~require~~the ~~substantial~~amount ~~investments~~ of ~~time~~the ~~and~~return ~~resources,~~or ~~and~~chargeback. While we ~~may~~have not beexperienced ~~successful.~~material Inlosses ~~addition to~~resulting ~~the~~from ~~need~~payment ~~for~~returns ~~substantial~~or ~~resources~~chargebacks in the past, ~~government~~there ~~regulation~~can ~~could~~be ~~limit~~no ~~our~~assurance ~~ability~~that towe ~~introduce~~will ~~new~~not ~~product~~experience ~~offerings~~significant losses in the future. IfAny weincrease ~~fail~~in ~~to penetrate~~returns ~~new~~or ~~verticals~~chargebacks ~~successfully,~~that ~~our~~we ~~revenue~~are ~~may~~not ~~grow~~able atto arecover ~~slower~~from ~~rate~~our ~~than~~customers wemay ~~anticipate,~~adversely ~~and~~affect our ~~business,~~ financial condition and results of operations. ~~could~~In beaddition, ~~materially~~if ~~adversely~~transactions ~~affected.~~or Wesettlement ~~must~~reconciliations ~~also~~are ~~continue~~not toperformed ~~innovate~~timely ~~and~~or ~~improve~~are ~~our~~inaccurate ~~technology~~due ~~and product offerings~~ to ~~continue~~human ~~future~~or ~~growth~~processing ~~and~~errors, ~~successfully~~we ~~compete~~could ~~with~~experience ~~other~~significant ~~companies~~financial inloss ~~our~~that ~~markets,~~could orhave ~~our~~an ~~brand~~adverse ~~and~~effect ~~future~~on ~~growth~~our ~~could be~~business ~~materially~~and ~~adversely~~operating ~~affected~~results.

~~In addition,~~Our ~~the~~electronic ~~market~~payment ~~for~~services ~~financial~~business ~~services~~also ~~products~~exposes isus ~~rapidly~~to ~~evolving~~risk in connection with theft, ~~fragmented~~fraud and ~~highly~~other ~~competitive.~~malicious ~~Competition~~activity inby ~~this~~our ~~market has~~employees, ~~intensified~~external service providers’ employees, ~~and~~or weexternal ~~expect~~parties ~~this~~who ~~trend~~improperly gain access to ~~continue~~our assystems ~~the~~or ~~list~~our ofcustomers’ ~~financial~~systems. ~~services~~In ~~providers~~the ~~grows.~~event ~~There~~of ~~are~~such ~~many~~activity, ~~established~~we ~~and emerging~~may ~~technology-centric~~incur ~~financial~~liability ~~services~~to ~~providers~~compensate ~~providing~~our acustomers, ~~multitude~~our ofcustomers’ ~~products~~stakeholders, toor ~~borrowers~~external ~~across~~electronic ~~all~~payment ~~financial~~service ~~verticals~~providers for losses incurred. If While we ~~fail~~take reasonable measures to ~~successfully~~secure ~~anticipate~~our systems and ~~identify~~payments ~~new trends~~infrastructure, ~~products~~it ~~and~~is ~~emerging~~not ~~financial~~possible ~~services~~to ~~providers,~~entirely ~~and~~eliminate ~~provide~~the ~~up-to-date educational~~risk ~~content~~of intentional wrongdoing. In the past, ~~tools~~third-party ~~and~~bad ~~other~~actors ~~relevant~~have ~~resources~~gained ~~timely,~~improper access to our ~~ability~~systems toand ~~engage~~our ~~borrowers~~customers’ systems and we experienced financial ~~services~~loss ~~providers~~as ~~may suffer,~~a ~~which~~result. ~~would~~If ~~harm~~external bad actors again gain access to our ~~business,~~systems ~~financial~~or ~~condition~~our customers’ systems, ~~and~~or ~~results~~our ofemployees ~~operations.~~or

We are making substantial investments in new product offerings and technologies and expect to increase such investments in the future. These efforts are inherently risky, and we may never realize any expected benefits from them.

We have made substantial investments to develop new product offerings and technologies, including our data infrastructure and our matching engine, and we intend to continue investing significant resources in developing new technologies, tools, features, services, products, and product offerings. We expect to increase our investments in these new initiatives in the near term, which may result in lower margins. We also expect to spend substantial amounts as we seek to grow the verticals in which we operate our platform and increase our scale, and expand our offerings to additional geographic markets. If we do not spend our development budget efficiently or effectively on commercially successful and innovative technologies, we may not realize the expected benefits of our strategy. Our new initiatives also have a high degree of risk, as each involves strategies, technologies, and regulatory requirements with which we have limited or no prior development or operating experience. There can be no assurance that demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. It is also possible that product offerings developed by others will render our product offerings non-competitive or obsolete. Further, our development efforts for new product offerings and technologies could distract management from current operations and will divert capital and other resources from our more established product offerings and technologies. Even if we are successful in developing new product offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that could increase our expenses or prevent us from successfully commercializing new product offerings or technologies. If we do not realize the expected benefits of our investments, our business, financial condition and operating results may be harmed.



16

~~Our new~~Table ~~product~~of ~~could fail to achieve the sales projections we expected.~~Contents

~~Our growth~~external ~~projections~~service ~~assume~~providers’ ~~that~~employees ~~with~~misuse anour ~~increased~~payment ~~advertising~~systems ~~and~~for ~~marketing~~malicious ~~budget~~purposes, ~~our~~we ~~products~~could ~~will~~experience bematerial ~~able~~financial toloss ~~gain~~that ~~traction~~may inaffect ~~the marketplace at a faster rate than~~ our ~~current~~operating ~~products~~results. Our new products may fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

~~We use~~ITEM ~~generative~~1B. ~~artificial~~UNRESOLVED ~~intelligence,~~STAFF including in certain of our products and services, which may result in operational challenges, legal liability and reputational concerns that could adversely affect our business and results of operationsCOMMENTS.

~~We deploy~~Not ~~generative AI into certain of our products and services, which may result in adverse effects to our operations, legal liability, reputation and competitive risks~~applicable. The use of generative AI may lead to challenges, concerns and risks that are significant or that we may not be able to predict, especially if our use of these technologies in our products and services becomes more important to our operations over time.

~~Generative AI~~ITEM ~~in our products and services may be difficult to deploy successfully due to operational issues inherent to the nature of such technologies~~1C. ~~For~~ ~~example, AI algorithms use machine learning and predictive analytics which may be insufficient or of poor quality and reflect inherent biases and could lead to flawed, biased, and inaccurate results~~CYBERSECURITY. In addition, generative AI may create content that appears correct but is factually inaccurate or flawed, or contains copyrighted or other protected material, and if our customers or others use this flawed content to their detriment, we may be exposed to brand or reputational harm, competitive harm, and/or legal liability. For example, deficient or inaccurate recommendations, summaries, or analyses that generative AI features assist in producing could lead to customer rejection, or skepticism of our products, affect our reputation or brand, and negatively affect our financial results. Further, unauthorized use or misuse of generative AI by our employees or others may result in disclosure of confidential company and customer data, reputational harm, privacy law violations and legal liability. Generative AI is also the subject of a quickly evolving legal and regulatory environment, and new or enhanced governmental or regulatory scrutiny, litigation, ethical concerns, or other complications related to our use of generative AI could cause us to divert resources towards compliance and adversely affect our business, reputation, or financial results. Our use of generative AI may also lead to novel and urgent cybersecurity risks, including the misuse of personal data, which may adversely affect our operations and reputation.

~~If we~~RISK ~~are~~MANAGEMENT ~~unable~~AND ~~to ensure that our solutions keep pace with other technology, our solutions may become less competitive, and our operating results may be harmed.~~ STRATEGY

~~To remain~~We ~~competitive,~~maintain wecybersecurity ~~must~~risk ~~continue~~management toprocesses ~~develop~~designed ~~new~~to ~~product offerings~~identify, ~~applications,~~assess ~~features,~~ and ~~enhancements~~manage tomaterial ~~our~~risks ~~products.~~from ~~Maintaining adequate~~cybersecurity ~~resources~~threats to ~~meet~~our ~~the~~information ~~demands~~systems, ofdigital ~~our~~assets ~~customers~~ and ~~the~~business ~~market~~operations isguided ~~essential.~~by ~~If we are unable to develop our products and services, including through~~ the ~~development~~ISO/IEC of27001 ~~emerging~~information ~~technologies,~~security ~~such~~management assystems ~~AI,~~standard. weWe ~~may~~periodically ~~miss~~evaluate ~~market opportunities,~~ and update our ~~products~~security ~~may~~measures ~~become less~~as ~~attractive to users~~appropriate. ~~Our~~We ~~competitors~~also ~~may~~consult ~~have~~with orexternal ~~expend~~parties aon ~~greater amount of resources to improve technology, and~~ our ~~failure~~risk ~~to maintain~~management ~~adequate development programs or compete effectively could materially~~ and ~~adversely affect our business~~strategy.

~~The development~~Our cybersecurity risk management processes are integrated into our broader enterprise risk management framework, which is intended to address risks associated with private key management, validator operations and ~~commercialization~~network ofparticipation, smart contracts, staking, trading, customer information and risks arising from our ~~products~~reliance ~~are~~on ~~highly~~external ~~competitive~~service providers.

~~We face~~The ~~competition~~Company’s ~~with~~cybersecurity ~~respect~~risk tomanagement ~~any~~processes ~~products that we may seek to develop or commercialize in the future. Our competitors~~ include ~~major companies~~, ~~some~~among ~~publicly~~other listed like us, in the United States. Many of our competitors have significantly greater financial, technical, and human resources than we have and superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors or disruptors, particularly through collaborative arrangements with large and established companies and/or some of our competitors. Accordingly, our competitors may commercialize products more rapidly or effectively than we can, which would adversely affect our competitive position, the likelihood that our products and services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.things:

•the use of external institutional digital asset custodians for the storage of substantially all of our digital assets, rather than self-custody;

•contractual arrangements with custodians that include security, compliance and reporting obligations;

•internal policies and procedures governing access controls, authentication, and segregation of duties for systems that interface with digital assets or financial reporting;

•monitoring of cybersecurity developments and threat environments relevant to digital asset markets and financial systems, and

•monitoring of validator uptime, network activity, and system performance to identify anomalies or potential threats

We also have a vendor risk assessment process which includes, but is not limited to, due diligence, contractual provisions and ongoing oversight, where appropriate. However, we do not control cybersecurity practices of external parties, and any failure or breach of such external parties could adversely affect us.

Despite these efforts, cybersecurity risks cannot be eliminated, and our processes may not be effective in preventing or detecting all cybersecurity incidents.

Refer to “Item 1A. Risk factors” in this Annual Report for additional information about cybersecurity-related risks.

GOVERNANCE

Our Board of Directors considers cybersecurity risk as part of its broader risk oversight function and has delegated oversight to the Audit Committee of the Board. The Audit Committee reviews management’s implementation of our cybersecurity risk program and receives, at least annually, a report from management on our cybersecurity risks. Management will also update the Audit Committee, as needed, regarding any cybersecurity incidents.

We do not maintain a designation function or role with the primary responsibility for cybersecurity risk. Instead, it is a shared responsibility across our entire management team. Management is responsible for implementing and executing our information security strategy and structure, including securing digital assets held on our validators and those held at external custodians and exchanges, securing customer data and monitoring owned and managed validator activity. Management’s day-to-day responsibilities include, among others, the



			17

~~We must~~Table ~~correctly~~of ~~predict, identify, and interpret changes in consumer preferences and demand, offer new products to meet those changes, and respond to competitive innovation.~~Contents

~~Consumer preferences may result in the need for our products to change continually. Our success depends on our ability to predict~~identification, ~~identify,~~monitoring and ~~interpret~~ ~~the~~management ~~tastes~~of ~~and~~cybersecurity ~~habits~~risks of ~~consumers and to offer products that appeal to consumer preferences. If we do not offer products that appeal to consumers,~~ our ~~sales~~information ~~and market share will decrease. We must distinguish between short-term fads~~systems, ~~mid-term~~digital ~~trends,~~asset ~~and~~custodians ~~long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new~~ and ~~improved products to satisfy those preferences,~~ our ~~sales~~real ~~could~~estate ~~decline. If we fail to expand our~~ product ~~offerings successfully~~platforms. ~~across~~Management ~~product~~also ~~categories,~~consults orwith ifexternal ~~we do not rapidly develop products in faster growing and more profitable categories~~consultants, ~~demand for~~as ~~our products could decrease~~needed, ~~which~~with ~~could~~experience ~~materially~~ and ~~adversely~~expertise ~~affect~~in ~~our~~cybersecurity ~~product~~risk ~~sales,~~management ~~financial condition~~strategies, execution and ~~results of~~ operations~~. In~~ ~~addition,~~with ~~achieving~~operational ~~growth~~technology ~~depends~~security ~~on our successful development, introduction,~~ and ~~marketing~~cybersecurity ofincident ~~innovative new products and line extensions~~response.

~~Successful innovation~~CYBERSECURITY depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business.INCIDENTS

~~We rely~~In on2025 ~~the~~and ~~data~~2024, ~~provided~~there towere usno bymaterial ~~users~~cybersecurity ~~and~~incidents ~~third~~on ~~parties~~or toconducted ~~operate~~through ~~and improve~~ our ~~product~~information ~~offerings,~~systems and, ifas weof ~~are unable to maintain and grow~~ the ~~use~~date of ~~such~~this ~~data~~Annual Report, we ~~may~~are benot ~~unable~~aware toof ~~provide~~any ~~users~~cybersecurity ~~with~~risks ~~a platform experience~~ that isare ~~relevant~~reasonably ~~and~~likely ~~effective,~~to ~~which~~materially ~~would harm~~affect our business~~, financial condition, and results of operations~~.

~~We analyze~~ITEM ~~first-party data from users and may leverage third-party data from aggregators to understand our users’ unique financial situations~~2. ~~The large amount of information we use in operating and improving our platform is critical to the experience we provide for our users~~PROPERTIES. If we are unable to maintain, grow and efficiently handle the data provided to us, the value that we provide to borrowers and the quality of matches with financial services partners may be limited. In addition, if we do not maintain the quality, accuracy and timeliness of this information, user experience may suffer, which would harm our business, financial condition, and results of operations.

~~We depend~~The onCompany ~~relationships~~operates ~~with~~under ~~our~~a ~~financial~~remote-first ~~services~~business ~~partners~~model ~~(we~~and ~~refer~~does tonot ~~such~~maintain ~~service~~significant ~~partners~~leased asor ~~“Lenders”),~~owned ~~and~~real ~~any~~property. ~~adverse changes~~Substantially inall ~~their financial strength, tightening~~ of ~~their~~our ~~underwriting~~employees ~~standards~~perform ~~or adverse changes to~~ their ~~online~~duties ~~marketing~~remotely ~~strategy would~~from ~~adversely~~various ~~affect~~geographical ~~our business, financial condition, and results of operations~~locations.

Our ~~success~~ ~~depends~~principal onexecutive ~~the~~office ~~financial~~is ~~strength~~located ~~and~~in ~~underwriting~~Boca ~~standards of financial service partners on our platform~~Raton, ~~specifically~~Florida ~~Lenders. If~~at ~~our~~6401 ~~financial~~Congress ~~services partners experience financial difficulties~~Avenue, ~~they~~Suite ~~may cease participating on our platform or tighten underwriting standards~~250, ~~which~~and ~~would~~serves ~~result~~as in fewer opportunities for us to earn fees from matching borrowers with them. In times of financial difficulty, financial services providers may also fail to pay fees when due or drop the quality of their services to borrowers. Our partners could also change their online marketing strategies or implement cost-reduction initiatives that decrease spending through our ~~platform.~~registered ~~The occurrence~~corporate ofaddress ~~one~~and orprincipal ~~more~~place of ~~these events, alone or in combination, with a significant number of financial services partners, could harm our~~ business, ~~financial~~for ~~condition~~legal, administrative and ~~results~~regulatory ~~of operations~~purposes.

We ~~depend~~ onbelieve ~~relationships~~that ~~with~~our current facilities and remote infrastructure are adequate to support our ~~lenders,~~operations and ~~any~~that ~~adverse~~suitable ~~changes~~additional inspace ~~these~~will ~~relationships~~be ~~could~~available ~~adversely~~on ~~affect~~commercially ~~our~~reasonable ~~business,~~terms ~~financial condition,~~if ~~and~~required ~~results~~in ofthe ~~operations~~future.

~~Our success~~ITEM ~~depends in significant part on the financial strength of lenders, insurers and lead purchasers participating on our marketplaces and continuing relationships with such lenders~~3. ~~Lenders~~LEGAL could, for any reason, experience financial difficulties and cease participating on our marketplaces, fail to pay match and/or closing fees when due and/or drop the quality of their services to borrowersPROCEEDINGS. We could also have commercial or other disputes with such Lenders from time to time. The occurrence of one or more of these events with a significant number of Lenders could, alone or in combination, have a material and adverse effect on our business, financial condition and results of operations.

~~Our financial~~The ~~performance~~information isset ~~dependent~~forth onunder ~~our~~Note ~~ability~~16—Commitments toand ~~successfully~~Contingencies ~~refer~~of ~~users~~the Notes to ~~lenders~~the ~~and~~Consolidated ~~other~~Financial ~~financial~~Statements ~~service~~included ~~partners,~~in ~~and~~Part ~~these partners~~II, ~~are~~Item ~~not~~8 ~~precluded~~of ~~from~~this ~~offering~~Annual ~~products~~Report, ~~and~~is ~~services~~incorporated ~~outside~~herein ofby ~~our platform~~reference.

~~Our ability~~ITEM ~~to earn revenue is dependent on referring users of our site to our financial services partners and our users seeking to transact with such partners~~4. ~~Borrowers~~MINE orSAFETY ~~lenders may attempt to circumvent us, which would adversely affect our ability to earn revenue~~DISCLOSURES.

Not applicable.



18

~~Lenders on~~Table ~~our marketplaces may not provide competitive levels~~ of ~~service to borrowers, which could materially and adversely affect our brands and businesses and their ability to attract borrowers.~~Contents

~~The ability~~PART of our businesses to provide borrowers with a high-quality experience depends, in part, on borrowers receiving competitive levels of convenience, customer service, price and responsiveness from Lenders participating in our other marketplaces with whom they are matched. If these providers do not provide borrowers with competitive levels of convenience, customer service, price and responsiveness, the value of our various brands may be harmed, the ability of our businesses to attract borrowers to our websites may be limited and the number of borrowers matched through our marketplaces may decline, which could have a material and adverse effect on our business, financial condition and results of operations.II

~~We compete~~ITEM in5. aMARKET ~~highly~~FOR ~~competitive~~REGISTRANT’S ~~and~~COMMON ~~rapidly evolving market with several other companies~~EQUITY, ~~and~~RELATED weSTOCKHOLDER ~~face~~MATTERS ~~the~~AND ~~possibility~~ISSUER ofPURCHASES ~~new~~OF ~~entrants disrupting~~EQUITY ~~our market over time~~SECURITIES.

~~We currently~~COMMON compete with several companies that market commercial real estate financing services online, as well as with more traditional sources of financial information, and with financial institutions offering their products directly, and we expect that competition will intensify. Our competitors include companies such as Marcus & Millichap, Meridian Capital Group, Eastern Union Funding, Lev, and others. Some of these existing competitors may have more capital or complementary products or services than we do, and they may leverage their greater capital or diversification in a manner that adversely affects our competitive position, including by making strategic acquisitions. In addition, we also face the possibility of new competitors. STOCK

~~If borrowers~~Our docommon ~~not~~stock ~~find~~is ~~value~~listed inon ~~our~~The Nasdaq Stock ~~platform~~Market orLLC dounder ~~not like~~ the ~~user~~ticker ~~experience~~symbol ~~on our platform, the number of matches on our platform may decline and would harm our business, financial condition, and results of operations~~"DFDV".

We believe that the growth of our business and revenue depends upon our ability to engage our existing users and to add new users in our current as well as new markets. If we lose users or user engagement diminishes, our business and financial condition will be negatively impacted. If we fail to remain competitive on customer experience, editorial articles and product offerings, our ability to grow our business may also be adversely affected.HOLDERS

~~General economic~~As ~~conditions~~of ~~and~~March ~~commercial~~16, ~~real~~2026, ~~estate~~there ~~market~~were ~~conditions~~approximately ~~have~~2,492 ~~had~~holders ~~and~~of ~~may~~record inof ~~the future negatively impact~~ our ~~business~~common stock.

~~We may~~DIVIDEND be negatively impacted by periods of economic downturns, recessions, and disruptions in the capital markets, credit and liquidity issues in the capital markets, including international, national, regional and local markets, tax and regulatory changes and corresponding declines in the demand for commercial real estate investment and related services. Historically, commercial real estate markets and, in particular, the U.S. commercial real estate market, have tended to be cyclical and related to the flow of capital to the sector, the condition of the economy as a whole and the perceptions and confidence of market participants to the economic outlook. Cycles in the real estate markets may lead to similar cycles in our earnings and significant volatility in our stock price. Further real estate markets may “lag” behind the broader economy such that even when underlying economic fundamentals improve in a given market, additional time may be required for these improvements to translate into strength in the real estate markets. The “lag” may be exacerbated when banks delay their resolution of commercial real estate assets whose values are less than their associated loans.POLICY

~~Negative economic~~We ~~conditions,~~have ~~changes~~not indeclared ~~interest rates, credit and the availability of capital, debt~~ or ~~equity,~~paid ~~debt~~any ~~and/or~~cash ~~equity~~dividends ~~disruptions in capital markets, uncertainty of the tax~~ and ~~regulatory environment or declines in the demand for commercial real estate investment and related services in international and domestic markets or in significant markets in which we~~ do ~~business,~~not ~~have~~anticipate had and could have in the future a material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real estate market is directly impacted by (i) the lack of debt and/or equity financing for commercial real estate transactions, (ii) increased interest rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the perception that commercial real estate is an accepted asset class for portfolio diversification, (iv) changes in tax policy affecting the attractiveness of real estate as an investment choice, (v) changes in regulatory policy impacting real estate development opportunities and capital markets, (vi) slowdowns in economic activity that could cause residential and commercial tenant demand to ~~decline,~~do ~~and~~so ~~(vii) declines~~ in the ~~regional or~~foreseeable ~~local demand for commercial real estate, or significant disruptions in other segments of the real estate markets could adversely affect our results of operations~~future. ~~Any of the foregoing would adversely affect the operation and income of commercial real estate properties.~~

~~These and~~STOCK ~~other~~REPURCHASE types of events could lead to a decline in transaction activity as well as a decrease in property values which, in turn, would likely lead to a reduction in financing fees relating to such transactions. These effects would likely cause us to realize lower revenues. Such declines in transaction activity and value would likely also significantly reduce our financing activities and revenues.ACTIVITY

~~Fiscal uncertainty,~~The ~~significant~~table ~~changes~~below ~~and~~summarizes ~~volatility in~~ the ~~financial~~stock ~~markets~~repurchase ~~and~~activity ~~business~~under ~~environment,~~our ~~and~~stock ~~similar~~repurchase ~~significant~~program ~~changes~~during in the ~~global,~~three ~~political,~~months ~~security~~ended ~~and~~December ~~competitive landscape~~31, make it increasingly difficult for us to predict our revenue and earnings into the future. As a result, any revenue or earnings projections or economic outlook which we may give may be affected by such events or may otherwise turn out to be inaccurate.2025:


(in thousands, except per share amounts)	Total Number of Shares Purchased (a)	Average Price Paid per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
Balance as of September 30, 2025	—	$	—	—	$	99,995
October 1, 2025 through October 31, 2025	—	—		—	—
November 1, 2025 through November 30, 2025	—	—		—	—
December 1, 2025 through December 31, 2025	2,049	5.62		2,049	88,474
Balance as of December 31, 2025	2,049	$	5.62	2,049	$	88,474

(a)On November 16, 2023, our Board of Directors announced that they had authorized a stock repurchase program that provides for the repurchase of up to $1.0 million of our common stock, with no expiration from the date of authorization. In September 2025, our Board of Directors authorized an increase to the current stock repurchase program to provide for the repurchase of up to $100.0 million of our common stock. Under this authorization, an initial $10.0 million threshold has been established, and management must obtain Board approval before making any additional repurchases. Subsequently, on January 8, 2026, the Board of Directors increased the previously mentioned threshold by $15.0 million to $25.0 million. Share repurchases under our stock repurchase program may be made through open market transactions or pursuant to a Rule 10b5-1 trading plan, subject to market conditions. Repurchases will be funded from our working capital or other financing alternatives.

(b)Average price paid per share for open market purchases includes broker commissions.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this Annual Report. All references to "we," "us," "our," "the Company," and "DeFi Dev" refer to DeFi Development Corp. and its consolidated subsidiaries, unless otherwise noted.

This Management's Discussion and Analysis of Financial Condition and Results of Operations centers on a discussion of 2025 results as compared to 2024 results.



			19

~~Adverse conditions~~Table ~~in the primary and secondary multifamily and commercial mortgage markets, as well as the general economy, could have a material adverse effect on our business, financial condition and results~~ of ~~operations.~~Contents

OVERVIEW

OUR COMPANY AND OUR BUSINESS

~~Constraints in~~During ~~the~~2025, ~~primary~~we ~~and~~pivoted ~~secondary~~our ~~mortgage~~primary ~~markets~~business instrategy ~~the~~to ~~past have had, and may in~~ the ~~future have~~acquisition, anlong-term ~~adverse effect on our business~~holding, ~~financial condition,~~ and ~~results~~active ofmanagement ~~operations. Generally, increases in interest rates adversely affect the ability~~ of ~~our~~SOL ~~mortgage Lenders to close loans,~~ and ~~adverse economic trends limit the ability of our mortgage lenders to offer home loans other than low~~SOL-~~margin~~related ~~conforming loans~~digital assets. Our ~~businesses~~treasury ~~may~~strategy ~~experience~~includes aaccumulating ~~decline in demand for their offerings due to decreased borrower demand as a result of the conditions described above~~SOL, ~~now~~locked or in the future. The decreased borrower demand for mortgage refinancing typically leads to decreased traffic to our website and higher associated selling and marketing efforts associated with that traffic. While higher lender demand during these periods often leads to an increase in the amount lenders will pay per matched lead and higher revenue earned per borrowerSOL, ~~increases in~~liquid ~~the~~staking ~~amount~~tokens ~~lenders~~such ~~will~~as ~~pay per matched lead in this situation are limited by the overall cost models of our lenders~~dfdvSOL, and ~~our~~other ~~revenue earned~~SOL-denominated ~~per~~or ~~borrower~~SOL-native ~~can be adversely affected by the overall reduced demand for refinancing in a rising interest rate environment~~positions. ~~Conversely, during~~We ~~periods~~also ~~with~~operate ~~decreased~~Solana ~~interest rates~~validators, ~~mortgage~~enabling ~~Lenders~~us ~~have less incentive~~ to ~~use~~participate ~~our~~directly ~~marketplaces, or~~ in the ~~case~~Solana proof-of-stake ~~sudden increases~~consensus inmechanism ~~borrower demand, our mortgage Lenders may lack the ability to support sudden increases in volume. Situations like this could have a material adverse effect on our business, financial condition,~~ and ~~results~~generate ofstaking ~~operations~~rewards.

~~Adverse~~ We continuously evaluate capital market conditions, the broader cryptoeconomy, and macroeconomic factors in determining the ~~commercial~~timing ~~real~~and ~~estate~~structure ~~finance~~of ~~markets,~~financing ortransactions ~~poor~~used orto ~~uncertain~~support ~~macroeconomic~~our ~~conditions,~~digital ~~could~~asset ~~harm~~treasury strategy. Our objective is to expand our ~~business,~~exposure ~~financial condition,~~to ~~and~~the ~~results~~Solana ofecosystem ~~operations~~over the long term.

~~Our business~~In isaddition ~~dependent~~to ~~on the commercial real estate finance markets and the demand for the products offered by~~ our ~~financial~~digital ~~services partners.~~asset ~~Both~~treasury ~~our financial services partners and users may be affected by prevailing economic~~operations, ~~political,~~we ~~market,~~continue ~~health~~to ~~and~~operate ~~social events or conditions. A decline in these conditions could impact~~ our ~~users and could reduce their demand for~~ commercial ~~property~~real ~~loans and~~estate ~~other~~technology ~~financial service products~~platform, which ~~could~~provides ~~ultimately impact our revenues. Similarly~~data, ~~during~~software ~~such conditions our financial services partners may tighten underwriting standards~~subscriptions, and ~~implement cost~~value-~~reduction~~added ~~initiatives~~services ~~that~~connecting ~~reduce~~commercial orproperty ~~eliminate~~borrowers ~~marketing budgets~~ and ~~decrease~~ ~~spending~~lenders, onincluding ~~our~~banks, ~~platform.~~credit ~~Any~~unions, ~~of these events could adversely affect our business~~REITs, ~~financial~~debt ~~condition~~funds, and ~~results~~other ofinstitutional ~~operations~~capital providers.

~~Seasonal fluctuations~~As ~~and~~a ~~other~~result ~~market~~of ~~data~~expanding inour ~~the~~treasury ~~investment~~strategy ~~real~~we ~~estate~~consider ~~industry~~these ~~could~~our ~~adversely~~two ~~affect~~operating ~~our~~segments: ~~business~~“Digital ~~and~~Asset ~~make~~Treasury” ~~comparisons~~and ~~of our~~the ~~quarterly~~“Real ~~results~~Estate ~~difficult~~Platform”.

~~Our revenue~~2025 ~~and~~SIGNIFICANT profits have historically tended to be significantly higher in the second half of each year than in the first half of the year. This is a result of a general focus in the real estate industry on completing or documenting transactions by the calendar year-end and because certain of our expenses are relatively constant throughout the year. This historical trend can be disrupted both positively and negatively by major economic, regulatory, or political events impacting investor sentiment for a particular property type or location, current and future projections of interest rates and tax rates, the attractiveness of other asset classes, market liquidity and the extent of limitations or availability of capital allocations for larger institutional buyers, to name a few. As a result, our historical pattern of seasonality may or may not continue to the same degree experienced in the prior years and may make it difficult to determine, during the course of the year, whether planned results will be achieved, and thus to adjust to changes in expectations.DEVELOPMENTS

~~Our business~~The ~~has~~following ~~been~~are ~~and may in~~ the ~~future~~more besignificant ~~adversely~~developments ~~affected by restrictions~~ in ~~the~~our ~~availability~~business ofduring ~~debt or equity capital as well as a lack of adequate credit and the risk of deterioration of the debt or credit markets and commercial real estate markets.~~2025:

~~Restrictions on~~•On ~~the~~April ~~availability of capital~~4, ~~both debt and/or equity~~2025, ~~can~~our ~~create~~previous ~~significant~~Chief ~~reductions~~Executive inOfficer ~~the~~entered ~~liquidity~~into ~~and~~a ~~flow~~Stock ofPurchase ~~capital~~Agreement towith ~~the commercial~~DeFi ~~real~~Dev ~~estate~~LLC ~~markets.~~and ~~Severe~~3277447 ~~restrictions~~Nova inScotia ~~debt~~Ltd orwhere ~~equity~~he ~~liquidity~~sold asapproximately ~~well~~51.0% asof the ~~lack~~Company's ofoutstanding ~~availability~~shares of ~~credit~~common instock ~~the markets~~and weall ~~service~~off ~~can significantly reduce~~ the ~~volume~~issued and ~~pace~~outstanding ofSeries ~~commercial~~A ~~real~~preferred ~~estate~~stock ~~transactions.~~for ~~These~~an ~~restrictions~~aggregate ~~can~~purchase ~~also~~price ~~have a generally negative effect on commercial real estate prices themselves. Our business is particularly sensitive to the volume~~ of ~~activity and pricing in the commercial real estate market~~$4.0 ~~This has had and may have a significant adverse effect on our business~~million.

•On April 17, 2025, the Company changed its name from “Janover Inc.” to “DeFi Development Corp.” We also changed the ticker symbol for our common stock to “DFDV” on the Nasdaq Capital Market on May 5, 2025.

•The Board of Directors approved and we adopted a new treasury policy on April 4, 2025, authorizing the long-term accumulation of SOL.

•On May 1, 2025, under the terms of an asset purchase agreement, we acquired two validator nodes from Solsync Solutions Partnership, a SOL validator business owned by our current Chief Operating and Investment Officer for $3.6 million.

•We received net proceeds of $378.5 million through various financing transactions and used the proceeds to purchase digital assets and for working capital purposes.

•We received proceeds from digital asset financing arrangements of $172.0 million and repaid $85.7 million.

•On October 27, 2025 the Company issued approximately 3.9 million of warrant dividends.

•We repurchased a total of 2.0 million shares of our common stock for $11.5 million under our stock repurchase program.



20

~~We cannot~~Table ~~predict with any degree~~ of certainty the magnitude or duration of developments in the credit markets and commercial real estate markets as it is inherently difficult to make accurate predictions concerning such macroeconomic movements that are beyond our control. This uncertainty limits our ability to plan for future developments. In addition, uncertainty regarding market conditions may limit the ability of other participants in the credit markets or commercial real estate markets to plan for the future. As a result, market participants may act more conservatively than they might in a stabilized market, which may perpetuate and amplify the adverse developments in the markets we serve. While business opportunities may emerge from assisting clients with transactions relating to distressed commercial real estate assets, there can be no assurance that the volume of such transactions will be sufficient to meaningfully offset the declines in transaction volumes within the overall commercial real estate market.Contents

~~Any insurance~~SELECTED ~~coverage~~CONSOLIDATED weOPERATING ~~have might not be sufficient and uninsured losses may occur.~~RESULTS

We maintain minimum insurance coverage to protect us against a broad range of risks, at levels we believe are appropriate and consistent with current industry practice. Our objective is to exclude or minimize the risk of financial loss at a reasonable cost.


(in thousands)	2025		2024		$ Change		% Change
Revenue	$	11,386	$	2,100	$	9,286	442.2	%
Net loss (gain) on digital assets	$	26,994	$	—	$	26,994	NM
Operating expenses(a)	$	20,790	$	5,103	$	15,687	307.4	%
Operating (loss) income	$	(36,398)	$	(3,003)	$	(33,395)	(1,112.1	%)
Interest expense	$	8,931	$	—	$	8,931	NM
(Loss) gain from derivative instruments	$	(19,763)	$	—	$	(19,763)	NM
Investment and other (expense) income, net	$	(8,687)	$	276	$	(8,963)	(3,247.5	%)
Income tax (expense) benefit	$	(9)	$	—	$	(9)	NM
Net (loss) income	$	(73,788)	$	(2,727)	$	(71,061)	(2,605.8	%)
(a) Excludes net loss (gain) on digital assets.
NM-Amounts are not meaningful.

~~Nevertheless, we~~Consolidated ~~could still be subject to risks in the following areas, among others:~~Revenue

●Our ~~losses~~consolidated ~~that~~revenue ~~might~~increased be$9.3 ~~beyond~~million, ~~the~~or ~~limits~~442.2%, orin ~~outside~~2025 ~~the~~compared ~~scope,~~to of2024 ~~coverage~~primarily ofdue to digital asset revenue generated from our ~~insurance~~treasury ~~and~~strategy, ~~that~~which ~~may~~began ~~limit~~in orthe ~~prevent~~second ~~indemnification~~quarter ~~under~~2025, and was driven by rewards from staking our ~~insurance~~digital ~~policies,~~asset holdings.

●Consolidated ~~inability~~Net toLoss ~~maintain~~(Gain) ~~adequate insurance coverage~~ on ~~commercially~~Digital ~~reasonable terms in the future,~~Assets

●Consolidated ~~certain~~net ~~categories~~loss (gain) on digital assets was $27.0 million in 2025 primarily due to impairment charges of ~~risks~~$36.8 ~~are~~million ~~currently~~driven ~~not~~by ~~insurable~~liquid atstaking atokens ~~reasonable~~and ~~cost~~declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.

●Consolidated noOperating ~~assurance of the financial ability of the insurance companies to meet their claim payment obligations.~~Expenses

~~Any one~~Our orconsolidated ~~more~~operating ofexpenses ~~these~~increased ~~events~~$15.7 ~~could have an adverse effect on our business~~million, ~~financial~~or ~~position, profit, and cash flow~~307. ~~Additionally~~4%, ~~we cannot~~in be2025 ~~certain~~compared ~~that~~to ~~our~~2024 ~~insurance~~primarily ~~coverage~~due ~~will be adequate for data security liabilities incurred, will cover any indemnification claims against us relating~~ to ~~any~~general ~~incident,~~and ~~will~~administrative beexpenses ~~available~~related to usprofessional onfees ~~economically~~for ~~reasonable~~legal ~~terms,~~and oraccounting ~~at all~~services, oremployee-related ~~that~~costs ~~any~~and ~~insurer will~~due ~~not deny coverage as~~ to ~~any~~a ~~future claim~~$2.0 ~~The~~million ~~successful~~loss ~~assertion~~on ~~of one or more large claims against us that exceed available insurance coverage, or~~ the ~~occurrence~~disposition of ~~changes~~JPro inat our ~~insurance~~real ~~policies,~~estate ~~including~~platform ~~premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations~~segment.

~~We rely~~The onfollowing ~~third-party~~graphs ~~service~~illustrate ~~providers~~the primary components contributing to ~~support~~the ~~our~~change ~~platform~~in ~~and~~consolidated ~~information~~operating ~~technology~~expenses ~~systems~~in 2025 compared to 2024 as well as consolidated general and administrative expenses.

~~We rely~~Consolidated onOperating ~~third-party~~Expenses ~~service~~($ ~~providers~~thousands) toConsolidated ~~provide~~General ~~critical~~& ~~services~~Administrative ~~that~~Expenses ~~help~~($ us deliver our products and operate our business, including hosting our platform. These providers may support or operate critical business systems for us or store or process the same sensitive, proprietary, and confidential information we handle. We do not have a redundant network or rapid disaster recovery capabilities in most cases for the services provided by third-party service providers. These service providers may not have adequate security measures and could experience a security incident that compromises the confidentiality, integrity, or availability of the systems they operate for us or the information they process on our behalf. Such occurrences could adversely affect our business to the same degree as if we had experienced these occurrences directly and we may not have recourse to the responsible third-party service providers for the resulting liability we incur.thousands)

Any significant disruption to the infrastructure of our third-party service providers and/or any changes in our third-party service providers’ service levels may significantly impact our business operations, including making our platform unavailable to our users. A lengthy interruption in the availability of our platform would result in a loss of matches with our lenders and corresponding revenue, which would impact our operating results and cash flow. In addition, it would negatively impact search engine ranking, user experience and our reputation with our lenders. Furthermore, if any of our agreements with our third-party service providers are terminated, we may experience significant costs or downtime in connection with the transfer to, or the addition of, new hosting providers. Although alternative providers could host our platform on a substantially similar basis, such a transition could potentially be disruptive, and we could incur significant costs in connection therewith.



			21

~~We rely~~Table ~~on operating system providers to support our platform, and any disruption, deterioration or change in their services, policies, practices, guidelines or terms~~ of ~~service could have a material adverse effect on our business, financial condition and results of operations.~~Contents

~~The success~~Consolidated ofInterest our platform depends upon the effective operation of certain mobile operating systems, networks and standards that are run by operating system providers and app stores, or Providers. We do not control these Providers and, as a result, we are subject to risks and uncertainties related to the actions taken, or not taken, by these Providers.Expense

~~Some of~~Consolidated ~~our~~interest ~~products~~expense ~~and~~was ~~services~~$8.9 ~~contain~~million ~~open-source~~in ~~software~~2025, which ~~may~~was ~~pose~~primarily ~~particular~~comprised ~~risks~~of $5.0 million attributable to ~~our~~the ~~proprietary~~July ~~software,~~2030 ~~products~~convertible notes, $2.0 million attributable to our April 2030 convertible notes and ~~services~~ in$1.8 amillion ~~manner~~attributable ~~that~~to ~~could~~borrowing ~~negatively~~fees ~~affect~~related ~~our~~to ~~business~~digital asset financing arrangements.

We use open-source software in our platform and anticipate continuing to use open-source software in the future. Some open-source software licenses require those who distribute open-source software as part of their software product to publicly disclose all or part of the source code of such software product or to make available any derivative works of the open-source code on unfavorable terms or at no cost, and we may be subject to such terms. The ~~terms~~following ofgraph ~~certain~~illustrates ~~open-source licenses to which we are subject have not been interpreted by~~ the ~~U.S.~~primary orcomponents ~~foreign~~contributing ~~courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability~~ to ~~provide or distribute our products or services. Additionally, we could face claims from third parties claiming ownership of, or demanding release of,~~ the ~~open-source~~change software or derivative works that we develop using such software, which could include our proprietary source code or otherwise seeking to enforce the terms of the applicable open-source license. These claims could result in ~~litigation~~interest ~~and~~expense could require us to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless and until we can re-engineer such source code to eliminate the use of such open-source software. This re-engineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to license requirements, the use of certain open-source software can lead to greater risks than the use of third-party commercial software, as open-source licensors generally do not provide warranties, assurance of title or controls on the origin or operation of the open-source software, which are risks that cannot be eliminated, and could, if not properly addressed, negatively affect our business. We cannot be sure that all of our use of open-source software is in a2025 ~~manner~~compared ~~that is consistent with our current policies and procedures or will not subject us~~ to ~~liability.~~ ~~Any of these risks could be difficult to eliminate or manage, and, if not addressed, would negatively affect our business, financial condition, and operating results~~2024.

~~We may~~Consolidated ~~not~~Interest beExpense ~~able~~($ ~~to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.~~thousands)

~~We license~~Consolidated ~~third-party~~(Loss) ~~software~~Gain ~~and~~From ~~other~~Derivative intellectual property for use in connection with our platform, including for various third-party product integrations with our platform. Our third-party licenses typically limit our use of intellectual property to specific uses and include other contractual obligations with which we must comply. These licenses may need to be renegotiated or renewed from time to time, or we may need to obtain new licenses in the future. Third parties may stop adequately supporting or maintaining their offerings or they or their technology may be acquired by our competitors. If we are unable to obtain licenses to third-party software and intellectual property on reasonable terms or at all, the functionalities available through our platform may be adversely impacted, which could in turn harm our business. Further, if we or our third-party licensors were to breach any material term of a license, such a breach could, among other things, prompt costly litigation, result in the license being invalidated and or result in fines and other damages. If any of the following were to occur, it could harm our business, financial results, and our reputation.Instruments

~~We also~~Our ~~cannot~~consolidated be(loss) ~~certain~~gain ~~that~~from ~~our~~derivative ~~licensors~~instruments ~~are~~was ~~not infringing the intellectual property rights of others or that our licensors have sufficient rights to the intellectual property to grant us the applicable licenses~~$19.8 ~~Although~~million wein ~~seek to mitigate this risk contractually~~2025, weand ~~may not~~included belosses ~~able~~of ~~to sufficiently limit our potential liability~~$38.5 Ifmillion werelated ~~are unable~~ to ~~obtain~~declines orin ~~maintain~~the ~~rights~~fair tovalue ~~any~~ of ~~this~~collateral ~~intellectual property~~related ~~because~~to ~~of intellectual property infringement claims brought by third parties against~~ our ~~licensors~~digital orasset ~~against~~financing usarrangements, ~~our~~which ~~ability to~~was ~~provide~~partially ~~functionalities~~offset ~~through~~by ~~our platform using such intellectual property could be severely limited and our business could be harmed~~$18.8 ~~Furthermore,~~million ~~regardless~~ of ~~the~~gains ~~outcome,~~related ~~infringement~~to ~~claims~~declines ~~may~~in ~~require~~the usfair tovalue ~~use~~of ~~significant~~our ~~resources~~digital ~~and~~asset ~~may~~financing ~~divert management’s attention~~arrangements.

Consolidated Investment and Other (Expense) Income, Net

Consolidated investment and other (expense) income, net decreased $9.0 million in 2025 compared to 2024 primarily due to $5.2 million of commitment fees related to an equity line of credit and $3.9 million of losses related to our investments, which was partially offset by interest and options trading income.

Consolidated Net (Loss) Income

We had a consolidated net loss of $73.8 million in 2025 compared to a consolidated net loss of $2.7 million in 2024 primarily due to impairments on our liquid staking tokens, increases in operating expenses related to general and administrative expenses and losses from our derivative instruments.

SEGMENT OPERATING RESULTS

Our segment operating results are presented based on how management evaluates operating performance and internally reports financial information. See Note 5—Segments, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on our segments.

DIGITAL ASSET TREASURY

In April 2025, our Board of Directors adopted a new treasury policy, which updated our treasury management to include digital assets, starting with Solana’s native token, SOL. We believe acquiring and holding SOL long-term provides diversification of our treasury holdings and additional growth opportunities through operating validators and staking rewards. We believe that investing in the Solana Network through its native token provides an opportunity for us to create value for our shareholders due to the continuous disruptive innovation



22

~~We are~~Table dependent on internet search engines, in particular, Google, to direct traffic to our websites and refer new users to our platform. If search engines’ algorithms, methodologies, or policies are modified or enforced in ways we do not anticipate, or if our search results page rankings decline for other reasons, traffic to our platform or user growth or engagement could decline, any of ~~which would harm our business, financial condition, and results of operations.~~Contents

~~We are~~the ~~dependent~~network onoffers ~~internet search engines, primarily Google,~~ to ~~direct~~various ~~traffic to our platform, including our website~~industries. ~~Search engines~~Currently, ~~such~~ asSolana ~~Google,~~is ~~may~~a ~~modify~~category ~~their~~leader ~~search algorithms and policies or enforce those policies~~ in ~~ways~~decentralized ~~that~~finance, ~~are~~gaming ~~detrimental~~and ~~to us~~metaverse, ~~and~~decentralized ~~without prior~~physical ~~notice~~infrastructure ~~to us. If that occurs~~networks, weasset ~~may experience significant declines in the organic search ranking of our search results~~tokenization, ~~leading to~~payment a decrease in traffic to our platform. We have experienced declines in traffic and user growth as a result of these changes in the past and anticipate fluctuations as a result of such actions in the future. Our organic website traffic decreased by 10% in 2024 compared to 2023processing, ~~while we achieved approximately 93 million organic impressions on google over the last 12 months. With our transition to subscription revenue we are less dependent on organic website traffic~~ and ~~more~~global ~~dependent~~value ~~on paid search~~transfer.

~~In addition~~Our digital asset treasury strategy is primarily funded through various financing transactions including, ~~Google~~among ~~may~~others, ~~take~~issuing ~~action~~common ~~against~~stock, ~~websites~~and ~~for~~to ~~behavior~~a ~~that~~lesser itextent, ~~believes~~cash ~~unfairly~~on ~~influences~~hand ~~search~~from ~~results~~our operations. ~~Our~~Management ~~ability~~continuously toevaluates ~~appeal these~~current ~~actions~~market isconditions ~~limited~~of the overall cryptoeconomy, capital market conditions, and wemacroeconomic ~~may~~conditions ~~not~~to bedetermine ~~able~~whether to ~~revise~~enter ~~our~~into ~~content~~additional ~~strategies~~financing totransactions. ~~recover~~Management ~~the~~intends ~~loss~~to infocus ~~domain~~on ~~authority,~~accumulating ~~page~~digital ~~rankings~~assets, ~~traffic~~ orfocusing ~~user~~on ~~growth~~SOL, ~~resulting~~and ~~from~~holding ~~such~~it ~~actions~~long-term. ~~Any~~We ~~significant~~do ~~reduction~~not incurrently maintain a specific target for the ~~number~~amount or type of ~~users~~digital ~~directed~~assets we intend to ~~our~~acquire ~~website~~or hold, and we do not presently have plans to acquire a significant amount of any cryptocurrency other than SOL. From time to time, management may evaluate potential opportunities to acquire or ~~mobile application~~hold ~~from~~other ~~search~~digital ~~engines~~assets, which would ~~harm~~depend ~~our~~on ~~business~~a variety of factors including but not limited to, ~~revenue~~market conditions, risk considerations and ~~financial~~any ~~results~~necessary approval through our governance process.

~~Claims~~ Our operating results and financial condition is and will continue to be impacted by ~~others~~price ~~that~~volatility wein ~~infringed~~digital ~~their~~asset ~~proprietary~~markets, ~~technology~~specifically orSOL, ~~other~~which ~~intellectual~~may ~~property~~cause ~~rights~~significant ~~could~~fluctuations ~~harm~~from period to period and may not be necessarily indicative of future performance. In addition, our ~~business~~revenue may vary due to changes in staking reward yields and Solana protocol defined reward structures, including its annual inflationary rate.

Companies in the internet and technology industries are frequently subject to litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. In addition, certain companies and rights holders seek to enforce and monetize patents or other intellectual property rights they own, have purchased, or have otherwise obtained. As we gain an increasingly high public profile, the possibility of intellectual property rights claims against us grows. Although we may have meritorious defenses, there can be no assurance that we will be successful in defending against these allegations or in reaching a business resolution that is satisfactory to us. Our competitors and others may now and in the future have patent portfolios that are used against us. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our patents may therefore provide little or no deterrence or protection. Many potential litigants, including some of our competitors and patent-holding companies, have the ability to dedicate substantial resources to the assertion of their intellectual property rights. Any claim of infringement by a third-party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business and could require us to cease use of such intellectual property.


(in thousands)	2025		2024
Revenue	$	9,188	$	—
Operating expenses:
Cost of revenue	221		—
Sales and marketing	584		—
Research and development	672		—
General and administrative	13,088		—
Depreciation and amortization	810		—
Net loss (gain) on digital assets	26,994		—
Total operating expenses	$	42,369	$	—
Segment operating (loss) income	$	(33,181)	$	—

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, we risk compromising our confidential information during this type of litigation. We may be required to pay substantial damages, royalties or other fees in connection with a claimant securing a judgment against us, we may be subject to an injunction or other restrictions that prevent us from using or distributing our intellectual property, or from operating under our brand, or we may agree to a settlement that prevents us from distributing our offerings or a portion thereof, which could adversely affect our business, results of operations and financial condition.Revenue

~~With respect~~Revenue towas ~~any~~$9.2 ~~intellectual~~million ~~property~~in ~~rights~~2025 ~~claim, we may have to seek out a license to continue operations found or alleged to violate such rights,~~ which ~~may~~was ~~not~~primarily bedriven ~~available~~by onrewards ~~favorable~~earned orfrom ~~commercially~~staking ~~reasonable terms and may significantly increase~~ our ~~operating~~digital ~~expenses. Some~~asset ~~licenses~~holdings ~~may be non-exclusive,~~ and ~~therefore our competitors may have access~~ to ~~the same technology licensed to us. If~~ a ~~third~~lesser ~~party does~~extent ~~not~~from ~~offer~~operating us a license to its intellectual property on reasonable terms, or at all, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we would be unable to continue to offer our ~~affected~~owned ~~offerings), effort~~ and ~~expense~~managed ~~and may ultimately not be successful~~validators. ~~Any of these events could adversely affect our business, results of operations and financial condition.~~

~~Our trademarks,~~Operating ~~copyrights, and other intellectual property could be unenforceable or ineffective.~~Expenses

~~Intellectual property~~General is a complex field of law in which few things are certain. Competitors may be able to design around our intellectual property, find prior art to invalidate it, or render the patents unenforceable through some other mechanism. If competitors can bypass our trademark and ~~copyright~~Administrative protection without obtaining a sub-license, the Company’s value will likely be materially and adversely impacted. This could also impair the Company’s ability to compete in the marketplace. Moreover, if our trademarks and copyrights are deemed unenforceable, the Company will almost certainly lose any potential revenue it might be able to raise by entering into sub-licenses. This would cut off a significant potential revenue stream for the Company.

General and administrative expenses in 2025 was $13.1 million, which was primarily driven by $5.5 million of professional fees for legal and accounting services and $5.3 million of employee-related costs.

Net Loss (Gain) on Digital Assets

Net loss (gain) on digital assets generated in 2025 was $27.0 million, which primarily reflects $36.8 million of impairments driven by liquid staking tokens and losses due to declines in the fair value of SOL relative to the U.S. Dollar, which was partially offset by realized gains resulting from converting a portion of our SOL holdings into locked SOL and liquid staking tokens.

REAL ESTATE PLATFORM

We have developed a 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, REITs, debt funds, and other financial



			23

~~The cost~~Table of ~~enforcing our trademarks and copyrights could prevent us from enforcing them.~~Contents

~~Trademark and~~institutions ~~copyright~~looking ~~litigation has become extremely expensive. Even if we believe that a competitor is infringing on one or more of our trademarks or copyrights, we might choose not~~ to ~~file~~deploy ~~suit~~capital ~~because~~into wecommercial ~~lack~~mortgages. ~~the~~The ~~cash~~platform toconnects ~~successfully~~borrowers prosecute a multi-year litigation with an uncertain outcome, or because we believe that the cost of enforcing our trademark(s) or copyright(s) outweighs the value of winning the suit in light of the risks and consequences of losing it, or for some other reason. Choosing not to ~~enforce~~ our ~~trademark(s)~~internal orcapital ~~copyright(s) could~~markets ~~have~~advisors ~~adverse~~who ~~consequences~~guide ~~for~~ the ~~Company,~~borrower ~~including~~through ~~undermining~~ the ~~credibility~~process ~~of our intellectual property, reducing our ability to enter into sublicenses,~~ and ~~weakening~~connect ~~our~~them ~~attempts~~with ~~to prevent competitors from entering~~ the ~~market.~~right Asloan aproduct ~~result, if we are unable to enforce our trademark(s) or copyright(s) because of the cost of enforcement, your investment in the Company could be significantly~~ and ~~adversely affected~~lender.

~~Changes in~~The ~~government~~real ~~regulation~~estate ~~could~~segment ~~adversely~~derives ~~impact~~its ~~our~~revenue primarily from platform fees and subscription revenue. Platform fees include referral and advisory fees generated from multifamily and commercial real estate and small business debt transactions. We earn platform revenue from fees charged to our customers that utilize our platform and our capital markets advisor sales team, who will assist in the match between lenders and borrowers. These fees include a share of the revenue per transaction by the lender, typically 1% of the loan amount, and in some cases a fixed negotiated fee from the borrower.

~~The Company~~Our isdata ~~subject to legislation~~ and ~~regulation~~software atofferings ~~the~~are ~~federal~~generally ~~and~~offered ~~local~~on ~~levels~~a ~~and,~~subscription ~~in some instances, at the state level~~basis. We ~~expect that~~provide ~~court~~data, ~~actions~~transparency, and ~~regulatory~~tools, ~~proceedings~~generally ~~will~~as ~~continue~~annual tosoftware ~~refine~~subscriptions, ~~our~~to ~~rights~~help ~~and~~stakeholders ~~obligations~~navigate ~~under~~the ~~applicable~~most ~~federal,~~complex ~~state,~~components ~~and local~~of ~~laws,~~the ~~which~~multifamily ~~cannot~~and becommercial ~~predicted.~~property ~~Modifications~~lifecycles to– ~~existing~~debt ~~requirements~~(Janover orCapital ~~imposition~~Markets), ofinsurance ~~new~~(Janover ~~requirements~~Insurance), orand ~~limitations~~equity ~~could adversely~~(Janover ~~impact~~Connect, ~~our~~Janover ~~business~~Engage).

Failure to obtain proper business licenses or other documentation or to otherwise comply with local laws and requirements regarding marketing or matching commercial property and business borrowers with financial services providers may result in civil or criminal penalties and restrictions on our ability to conduct business in that jurisdiction.


(in thousands)	2025		2024		$ Change		% Change
Revenue	$	2,198	$	2,100	$	98	4.7	%
Operating expenses:
Cost of revenue	28		32		(4)		(12.5)	%
Sales and marketing	1,661		1,497		164		11.0	%
Research and development	470		655		(185)		(28.2)	%
General and administrative	1,242		2,612		(1,370)		(52.5)	%
Depreciation and amortization	235		307		(72)		(23.5)	%
Loss on the disposition of Janover Pro	1,958		—		1,958		NM
(Gain) from changes in fair value of contingent consideration	(179)		—		(179)		NM
Total operating expenses	$	5,415	$	5,103	$	312	6.1	%
Segment operating (loss) income	$	(3,217)	$	(3,003)	$	(214)	(7.1)	%

Compliance with these requirements may render it more difficult for us and our financial services partners to operate or may raise our internal costs or the costs of our financial services partners, which may be passed on to us through less favorable commercial arrangements. While we have endeavored to comply with applicable requirements, the application of these requirements to persons operating online is not always clear and the failure to comply with any such applicable requirements may require us to expend significant capital and resources to investigate and remedy the noncompliance and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations. Moreover, any of the licenses or rights currently held by us or our employees may be revoked prior to, or may not be renewed upon, their expiration. In addition, we or our employees may not be granted new licenses or rights for which they may be required to apply from time to time in the future.Revenue

~~Changes~~ Real estate revenue increased $98.0 thousand, or 4.7%, in 2025 compared to 2024 primarily due to increased SaaS subscription revenue, partially offset by a decrease in our platform revenue. SaaS subscription revenue in 2025 was approximately $1.3 million, compared to $480.0 thousand for the ~~regulation~~same ofperiod in the ~~internet~~prior year, ~~mobile~~an ~~carriers~~increase ~~and~~of ~~their~~172.2%. ~~partners~~We ~~could~~expect ~~negatively~~our ~~affect~~SaaS ~~our~~subscription revenue to decline in fiscal 2026, after the sale of the JPro business unit in September 2025, which represented the majority of our subscription revenue in fiscal 2025.

~~Our business~~Operating is dependent on the continued growth and maintenance of the internet’s infrastructure, as well as our ability to market products through channels such as e-mail and voice and text messaging. There can be no assurance that the internet’s infrastructure will continue to be able to support the demands placed on it by sustained growth in the number of users and amount of traffic. To the extent that the internet’s infrastructure is unable to support the demands placed on it, our business may be impacted. We may also be disadvantaged by the adverse effect of any delays or cancellations of private sector or government initiatives designed to expand broadband access. The reduction in the growth of, or a decline in, broadband and internet access poses a risk to us.Expenses

~~In addition,~~Research ~~federal, state,~~ and international government bodies and agencies have in the past adopted, and may in the future adopt, laws and regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could adversely affect the demand for our products and services or require us to modify our products and services to comply with these changes. Laws, rules, and regulations governing advertising and e-commerce through internet communications and mobile carriers and their partners are dynamic, and the extent of future government regulation is uncertain. Federal and state regulations govern various aspects of our online business, including intellectual property ownership, infringement, and misappropriation, concerning trade secrets, the distribution of electronic communications, marketing and advertising, data privacy and security, search engines and internet tracking technologies. Future taxation on the use of the internet or e-commerce transactions could also be imposed. Existing or future regulation or taxation could hinder growth in or negatively impact the use of the internet generally, including the viability of internet e-commerce, which could reduce our revenue, increase our operating expenses, and expose us to significant liabilities. Development

Research and development expenses decreased $185.0 thousand, or 28.2%, in 2025 compared to 2024 primarily due to a reduction in employee-related costs and expenses related to contractors resulting from the disposition of JPro.

General and Administrative

General and administrative expenses decreased $1.4 million, or 52.5%, in 2025 compared to 2024 due to a reduction in employee-related costs, related to contractors, resulting from the disposition of JPro.

Loss on the Disposition of Janover Pro

We incurred a $2.0 million loss in 2025, resulting from the disposition of the assets and liabilities of JPro. See Note 7—Acquisitions and Dispositions, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.



24

~~Security incidents~~Table orof real or perceived errors, failures or bugs in our systems and platform could impair our operations, compromise our confidential information or our users’ personal information, damage our reputation and brand, and harm our business and operating results.Contents

~~Our continued~~(Gain) ~~success~~From ~~depends~~Changes onin ~~our~~Fair ~~systems,~~Value ~~applications, and software continuing to operate and meet the changing needs~~ of ~~our~~Contingent customers and users and financial services partners. We rely on our technology and engineering staff and vendors to successfully implement changes to and maintain our systems and services efficiently and securely. Like all information systems and technology, our platform may contain or develop material errors, failures, vulnerabilities or bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or shutdown of our platform.Consideration

~~Operating our~~In ~~business and products involves the collection~~2025, ~~storage,~~we ~~use~~recognized ~~and~~a ~~transmission~~gain of ~~large~~$179.0 ~~volumes~~thousand ofon ~~sensitive,~~contingent ~~proprietary~~consideration ~~and~~related ~~confidential information, including financial and personal information, pertaining~~ to ~~our~~the ~~current,~~Groundbreaker ~~prospective and past users, as well as our staff, contractors, and business partners~~acquisition. The ~~security~~gain ~~measures~~was ~~we take to protect this information may be breached as~~ a result of ~~computer malware,~~fair ~~viruses,~~value ~~social~~changes ~~engineering,~~due ~~ransomware~~to ~~attacks,~~lower ~~account~~revenue ~~takeover attacks~~projects, hacking and cyberattacks, including by state-sponsored and other sophisticated organizations. Such incidents have become more prevalent in recent years. Our security measures could also be compromised by our personnel, theft, or errors, or be insufficient to prevent exploitation of security vulnerabilities in software or systems on which wedetermined ~~rely.~~that ~~Such~~the ~~incidents~~milestones ~~may~~under in the ~~future~~terms ~~result in unauthorized, unlawful or inappropriate use, destruction or disclosure~~ of, ~~access to, or inability to access~~ the ~~sensitive,~~agreement ~~proprietary,~~could ~~and~~no ~~confidential~~longer ~~information~~be ~~that we handle~~achieved. ~~These incidents may remain undetected for extended periods.~~

~~Because there~~LIQUIDITY ~~are~~AND ~~many~~CAPITAL different cybercrime and hacking techniques and such techniques continue to evolve, we may be unable to anticipate attempted security breaches, react promptly or implement adequate preventative measures. While we have developed systems and processes designed to protect the integrity, confidentiality, and security of our and our users’ confidential and personal information under our control, we cannot assure you that any security measures that we or our third-party service providers have implemented will be effective against current or future security threats.RESOURCES

A security breach or other security incident, or the perception that one has occurred, could result in a loss of confidence by both our users and financial services partners and damage our reputation and brand, reduce demand for our products, disrupt normal business operations, require us to expend significant capital and resources to investigate and remedy the incident and prevent a recurrence, and subject us to litigation, regulatory enforcement action, fines, penalties, and other liability, which could adversely affect our business, financial condition and results of operations. Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies in our industry could create the perception among our users and financial services partners that our digital platform is not safe to use. Security incidents could also damage our IT systems and our ability to make the financial reports and other public disclosures required of public companies. These risks are likely to continue to increase as we continue to grow, process, store and transmit an increasingly larger and larger volume of data.


(in thousands)	2025		2024
Sources of Liquidity:
Cash and cash equivalents	$	5,920	$	2,517
Marketable securities	$	698	$	340
Accounts receivable (current and noncurrent)	$	52	$	237

Obligations:
Loans payable	$	107	$	—
Digital asset financing arrangements	$	67,521	$	—
Long-term debt, net	$	127,361	$	—

We ~~collect,~~ ~~store,~~rely ~~use~~substantially ~~and~~on ~~otherwise~~access ~~process~~to ~~personal~~equity ~~information~~and debt capital markets, ~~including~~digital ~~financial~~asset ~~information~~financing arrangements and ~~other~~inflows ~~sensitive~~generated ~~data~~from participation in the Solana ecosystem, ~~which~~including ~~subjects us~~staking torewards, ~~governmental~~our ~~regulation~~validator operations and other ~~legal~~Solana ~~obligations~~protocol-level ~~related~~incentives, to ~~data~~fund ~~privacy~~working ~~and~~capital ~~security.~~needs, ~~Our~~interest ~~actual~~payments orrelated ~~perceived failure~~ to ~~comply with~~our ~~such~~convertible ~~obligations~~notes ~~could~~and ~~harm~~other ~~our~~financial ~~business~~obligations.

We ~~collect,~~ ~~store,~~believe ~~use~~that ~~and~~the ~~process~~sources ~~personal~~of ~~information~~liquidity ~~and~~discussed ~~other~~below user data, including financial information, credit report information and other sensitive information for our Registered Users. We rely on this data provided to us by users and third parties to offer, improve and innovate our products. If we are ~~unable to maintain~~ and ~~grow~~will ~~such data, we may~~ be ~~unable~~sufficient toin ~~provide~~both ~~borrowers~~the ~~with~~short ~~a platform experience that is relevant, efficient,~~ and ~~effective,~~long ~~which~~term ~~could~~to ~~adversely~~meet ~~affect~~ our ~~business,~~working ~~financial~~capital ~~condition~~requirements and ~~results~~future ~~of operations~~obligations.

~~There are~~SOURCES ~~numerous~~OF federal, state, and local laws and regulations regarding data privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which is changing and subject to differing interpretations. In addition, as we continue to expand internationally, we are subject to foreign data privacy and security laws and regulations. These data privacy laws and regulations are complex, continue to evolve, and on occasion may be inconsistent between jurisdictions leading to uncertainty in interpreting such laws. We are also subject to the terms of our privacy policies and privacy-related obligations to third parties, and, given the recent change in administration, we expect a heightened level of scrutiny on the financial data we handle. These laws, regulations, and other obligations may be interpreted and applied in a manner that is inconsistent from one regulatory body to another and may conflict with other rules or our practices.LIQUIDITY

Principal Sources of Liquidity

In 2025, our principal sources of liquidity consisted of cash and cash equivalents, marketable securities and accounts receivable.

•Cash and cash equivalents: represents our most immediately available source of liquidity and consisted of demand deposits and money market instruments.

•Marketable securities: consist of publicly-held equity securities, which are held at fair value and may be liquidated to generate cash, subject to market conditions.

•Accounts receivable: represents amounts due from customers that are expected to be collected and is impacted by the timing of collection.

Potential Sources of Liquidity

Equity Line of Credit

On June 11, 2025, we entered into a share purchase agreement that provided us with an equity line of credit (“ELOC”), where we have the right, but not the obligation, to sell up to $1.0 billion of our common stock over a 36 month period, subject to the terms and conditions of the agreement. We may request a one-time increase in the commitment amount up to an aggregate of $5.0 billion, subject to certain conditions.

The amount and timing of proceeds are at our discretion and are dependent on several factors, including the market price and trading volume of our common stock, current market conditions and compliance with contractual and regulatory limitations. Although the ELOC represents a significant potential source of liquidity, it does not constitute a committed source of cash, and we may not be able to access the facility on favorable terms, or at all, at the times or in the amounts desired.



			25

~~Most of~~Table the jurisdictions in which we operate have established their data privacy and security legal frameworks. Failure to comply with these laws can result in regulatory fines or penalties. The California borrower Privacy Act (“CCPA”) created new data privacy rights for California-resident users that will be expanded when the CPRA, which was approved in November 2020, goes into effect. In addition, Virginia recently passed the borrower Data Protection Act, which will go into effect at the same time as CPRA and many other states are considering enacting privacy laws. These laws, as well as any associated regulations, may increase our operating costs and potential liability (particularly in the event of a data breach), delay or impede the development of new products, and have a material adverse effect on our business, including how we use information about individuals, our financial condition and the results of our operations or prospects.Contents

~~Any failure~~During orperiods ~~perceived~~when ~~failure~~market byconditions usare tofavorable, ~~comply~~we ~~with~~expect ~~our~~to ~~privacy~~utilize ~~policies,~~the ~~our~~ELOC ~~privacy-related~~as ~~obligations~~an toimportant ~~users~~component orof ~~other third parties, or~~ our ~~privacy-related~~external ~~legal~~liquidity ~~obligations,~~strategy orto ~~any~~fund ~~compromise~~working ofcapital ~~security~~requirements, ~~that~~strategic ~~results~~initiatives inand ~~the~~digital ~~unauthorized~~asset ~~release~~treasury oractivities. ~~transfer~~As of ~~personally identifiable~~December ~~information~~31, or2025, ~~other~~approximately ~~user~~$933.4 ~~data,~~million ~~may~~remained ~~result~~available inunder ~~governmental~~the ~~enforcement actions~~ELOC, ~~litigation~~subject orto ~~negative~~the ~~publicity~~terms and ~~could cause~~conditions ~~our~~of ~~users~~the ~~and~~agreement. ~~lenders~~See toNote ~~lose~~11—Stockholders’ ~~trust in us~~Equity, ~~which~~of ~~would~~the ~~have~~Notes ~~a material and adverse effect on our business. We may also be subject~~ to ~~remedies~~the ~~that~~Consolidated ~~may~~Financial ~~harm~~Statements ~~our~~included ~~business,~~in ~~including~~Part ~~fines~~II, ~~demands~~Item or8 ~~orders~~of ~~that~~this weAnnual ~~modify~~Report, orfor ~~cease~~further ~~existing or planned business practices~~discussion.

~~Data breaches~~Digital ~~or incidents involving our technology or products could damage its business, reputation and brand and substantially harm its business and results of operations.~~Assets

~~If the~~As ~~Company’s~~of ~~data~~December ~~and~~31, ~~network infrastructure were to fail~~2025, orour ifdigital ~~the~~asset ~~Company~~holdings were to$181.8 ~~suffer an interruption or degradation of services or other infrastructure environments~~million, ~~it could lose important manufacturing~~ and ~~technical~~had ~~data,~~an ~~which~~aggregate ~~could~~fair ~~harm~~value ~~its~~of ~~business~~$184. ~~The~~1 ~~Company’s~~million ~~facilities,~~(using asexchange ~~well~~rates as ~~the facilities~~ of ~~third parties that maintain or have access to~~ the ~~Company’s~~balance ~~data~~sheet ~~or network infrastructure~~date), ~~are~~of ~~vulnerable~~which to$76.9 ~~damage~~million oris ~~interruption from earthquakes~~unencumbered, ~~hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures~~ and ~~similar events. If the Company’s or any third-party provider’s systems or service abilities are hindered by any of the events discussed above, the Company’s ability to operate~~ may be ~~impaired and~~sold ~~its business could be adversely affected. A decision~~ to ~~close~~generate ~~facilities without adequate notice, or other unanticipated problems, could adversely impact the Company’s operations~~liquidity. ~~The~~Management ~~Company’s~~may ~~infrastructure~~from ~~also~~time ~~could be subject~~ to ~~break-ins~~time, ~~cyber-attacks~~if necessary, ~~sabotage, intentional~~ ~~acts of vandalism~~ and ~~other~~subject ~~misconduct, from a spectrum of actors ranging in sophistication from threats common~~ to ~~most~~crypto ~~industries to~~market ~~more advanced and persistent~~conditions, ~~highly~~monetize ~~organized adversaries. Any security breach, including personal data breaches, or incident, including cybersecurity incidents, that~~ the ~~Company~~digital ~~experiences~~assets ~~could~~we ~~result~~receive infrom ~~unauthorized~~staking ~~access~~activities ~~to,~~and ~~misuse~~validator ofoperations ~~or unauthorized acquisition of its internal sensitive corporate data, such as financial data, intellectual property, or data related~~ to ~~contracts~~meet ~~with~~liquidity ~~commercial or government customers or partners~~needs. ~~Such~~See ~~unauthorized~~Note ~~access,~~6—Digital ~~misuse~~Assets, ~~acquisition, or modification~~ of ~~sensitive data may result in data loss, corruption or alteration, interruptions in~~ the ~~Company’s~~Notes ~~operations or damage~~ to the ~~Company’s~~Consolidated ~~computer~~Financial ~~hardware~~Statements ~~or systems~~included orin ~~those~~Part ~~of its employees and customers. Moreover~~II, ~~negative~~Item ~~publicity~~8 ~~arising from these types~~ of ~~disruptions~~this ~~could~~Annual ~~damage~~Report, for ~~the Company’s~~further ~~reputation~~discussion.

~~Threats from~~CASH malicious persons and groups, new vulnerabilities and advanced new attacks against information systems create a risk of cybersecurity incidents. These incidents can include but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may not immediately produce signs of intrusion, the Company may be unable to anticipate these incidents or techniques, timely discover them or implement adequate preventative measures.FLOWS

~~Over the past several years, cyber-attacks have become more prevalent and much harder to detect and defend against.~~ The ~~Company’s~~following ~~network and~~table ~~storage~~summarizes ~~applications~~our ~~may~~cash beflows vulnerable to cyber-attack, malicious intrusion, malfeasance, loss of data privacy or other significant disruption and may be subject to unauthorized access by hackers, employees, consultants or other service providers. In addition, hardware, software or applications the Company develops or procures from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to the Company’s systems or facilities through fraudoperating, ~~trickery or other forms of deceiving the Company’s employees~~investing, ~~contractors~~ and ~~temporary~~financing staff. As cyber threats continue to evolve, the Company may be required to expend significant additional resources to continue to modify or enhance its protective measures or to investigate and remediate any cybersecurity vulnerabilities. The Company does not currently have a cyber liability insurance policy and even if a policy is purchased, the Company cannot be certain that its coverage will be adequate for liabilities incurred or that insurance will continue to be available to it on economically reasonable terms, or at all.activities:


(in thousands)	2025		2024
Net cash used in operating activities	$	(17,967)	$	(2,418)


Net cash used in investing activities	$	(221,543)	$	(23)
Net cash provided by (used in) financing activities	$	242,913	$	(118)

Net cash used in operating activities was $18.0 million in 2025 primarily due to payments for professional services and employee-related costs and payments for interest on our debt, which was partially offset by timing of our accounts payable.

Net cash used in investing activities was $221.5 million in 2025 primarily due to purchases of SOL and settlement of option contracts, which was partially offset by sales of digital assets.

Net cash provided by financing activities was $242.9 million in 2025 due to proceeds received from our convertible note offerings, proceeds from the issuance of our common stock and proceeds received from pre-funded warrants, which were partially offset by the payment for a prepaid forward stock purchase as part of our July 2030 convertible notes offerings and repurchases of shares of our common stock under our share repurchase program.

OBLIGATIONS

The following table summarizes payments due for our obligations by fiscal year as of December 31, 2025:


(in thousands)	2026		Thereafter		Total
Short-term debt	$	107	$	—	$	107
Digital asset financing arrangements	$	67,521	$	—	$	67,521
Long-term debt:
Principal payments	$	—	$	133,971	$	133,971
Interest payments	$	7,025	$	24,513	$	31,538

Short-Term Obligations

Our short-term obligations include working capital requirements, short-term debt, digital asset financing arrangements, interest payments related to our 2030 convertible notes and an ELOC commitment fee.

•Short-term debt: In April 2025, we financed a portion of insurance premium related to Director and Officer insurance, payable over ten months with a contractual interest rate of 7.1%.



26

~~The significant~~Table ~~unavailability~~ of the Company’s services due to attacks could cause users to cease using the Company’s services and materially adversely affect the Company’s business, prospects, financial condition and results of operations. The Company uses software that it has developed, which the Company seeks to continually update and improve. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations. Further, the Company may not always be successful in executing these upgrades and improvements, which may occasionally fail its systems. The Company may experience periodic system interruptions from time to time. Any slowdown or failure of the Company’s underlying technology infrastructure could harm its business, reputation and ability to execute its business plan, which could materially adversely affect its results of operations. The Company’s disaster recovery plan or those of its third-party providers may be inadequate.Contents

~~Expenses or~~•Digital ~~liabilities~~asset ~~resulting~~financing arrangements: During 2025, we entered into several digital asset financing arrangements where we borrowed SOL, with annual contractual borrowing fees ranging from ~~litigation~~12.5% ~~could~~to ~~materially~~13.0% ~~adversely~~payable ~~affect~~on the loan maturity date. These arrangements require us to provide collateral denominated in SOL with initial levels of 250% to 300% of the total loan value and must maintain a minimum collateral coverage of 200%. If the value of the posted collateral falls below this threshold we may be required to post additional SOL. If the collateral coverage declines to 150% or lower and is not remediated in a timely manner, the lender has the right to liquidate some or all of the posted collateral. Repayments of our ~~results~~digital asset financing arrangements is required to be settled in SOL. Our ability to repay the loans and comply with collateral requirements is subject to availability of ~~operations~~SOL in our digital asset treasury and ~~financial~~the ~~condition~~fluctuations in the price of SOL. See Note 10—Derivatives, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

~~We may~~•Interest ~~become~~payments ~~party~~on tolong-term ~~various~~debt: ~~legal~~Under ~~proceedings and other claims that arise in~~ the ~~ordinary~~terms ~~course~~ of ~~business,~~our or2030 ~~otherwise~~convertible innotes, ~~the~~we ~~future. Such matters~~ are ~~subject~~required to ~~many~~make ~~uncertainties~~periodic ~~and~~interest ~~outcomes are not predictable with assurance~~payments. InThe ~~addition,~~April ~~any~~2030 ~~such~~convertible ~~claims~~notes orhave ~~litigation may~~an beinterest ~~time-consuming~~rate ~~and~~of ~~costly~~2.5%, ~~divert~~which ~~management~~accrues ~~resources,~~daily ~~require~~and usis required to ~~change~~be ~~our~~paid ~~platform,~~quarterly orin ~~have~~arrears ~~other adverse effects~~ on ~~our business.~~March ~~While~~31, weJune ~~cannot~~30, ~~assure~~September ~~the~~30 ~~outcome~~and ofDecember ~~any~~31 ~~legal~~each ~~proceeding~~year. orOur ~~contingency~~July in2030 ~~which~~convertible wenotes ~~are~~have oran ~~may~~interest ~~become~~rate ~~involved~~of 5.5%, wewhich dois ~~not believe~~calculated ~~that~~based ~~any~~on ~~pending~~a ~~legal~~360-day ~~claim~~year orand ~~proceeding~~is ~~arising~~required into ~~the ordinary course will~~ be ~~resolved~~paid semi-annually in aarrears ~~manner~~on ~~that~~January ~~would~~1 ~~have~~and aJuly ~~material adverse~~1 ~~effect~~of oneach ~~our business~~year. ~~However,~~See ifNote ~~one~~9—Debt, ~~or more~~ of ~~these~~the ~~legal~~Notes ~~matters~~to ~~resulted~~the inConsolidated anFinancial ~~adverse~~Statements ~~monetary~~included ~~judgment~~in ~~against~~Part usII, ~~such a~~Item ~~judgment~~8 ~~could~~of ~~harm~~this ~~our~~Annual ~~results~~Report, offor ~~operations~~further ~~and financial condition~~discussion.

~~Computer malware,~~•ELOC ~~viruses,~~commitment ~~ransomware,~~fee: ~~hacking~~Under the terms of the ELOC agreement, ~~phishing~~we ~~attacks~~agreed ~~and~~to ~~similar~~pay ~~disruptions~~a ~~could~~commitment ~~result~~fee inof ~~security~~$12.5 ~~and~~million ~~privacy~~over ~~breaches~~a ~~and~~twelve ~~interruptions and~~month ~~delays~~period, in ~~services~~the ~~and~~form ~~operations~~of our common stock. See Note 11—Stockholders’ Equity, ~~which~~of ~~could~~the ~~harm~~Notes ~~our~~to ~~business~~the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion.

~~Computer malware, viruses, physical or electronic break~~Long-~~ins and~~Term similar disruptions could lead to interruptions and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing, and other attacks against online networks have become more prevalent and may occur on our systems in the future. We have implemented security measures, such as multi-factor authentication and security incident and event management tools. But any attempts by cyber attackers to disrupt our services or systems, if successful, could harm our business, introduce liability to data subjects, resulting in the misappropriation of funds, and be expensive to remedy and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. As cyber-attacks evolve, the cost of measures designed to prevent such attacks continues to increase, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.Obligations

~~Service disruptions,~~Our ~~outages~~long-term ~~and~~obligations ~~other~~include ~~performance~~outstanding ~~problems~~principal ~~can~~repayments ~~be caused by a variety~~ of ~~factors,~~our ~~including infrastructure changes, cyber~~long-~~security threats,~~term ~~third-party~~debt ~~service providers, human or software errors~~ and ~~capacity~~interest ~~constraints.~~payments Ifrelated ~~our services are unavailable when users attempt~~ to ~~access~~that ~~them~~debt, ~~they~~as ~~may~~well ~~seek~~as ~~other~~funding ~~services,~~commitments ~~which~~under ~~could~~a ~~reduce~~revolving ~~demand~~credit ~~for~~facility to our ~~solutions~~equity ~~from~~method ~~target customers~~investee.

~~We have~~•Long-term ~~processes~~debt: ~~and~~The ~~procedures~~outstanding inprincipal ~~place~~balance ~~designed~~on toour ~~enable~~convertible usnotes tohave ~~recover~~maturity ~~from~~dates aof ~~disaster~~April or6, ~~catastrophe~~2030 and ~~continue~~July ~~business~~1, ~~operations~~2030. ~~However,~~ ~~there~~As ~~are several factors ranging from human error to data corruption that could materially impact the efficacy~~ of ~~such~~December ~~processes and~~31, ~~procedures~~2025, ~~including by lengthening~~ the ~~time~~outstanding ~~services~~principal ~~are~~balances ~~partially~~on orthese ~~fully~~convertible ~~unavailable~~notes towere ~~customers~~$11.5 million and ~~users~~$122.5 Itmillion, ~~may~~respectively. beSee ~~difficult or~~Note ~~impossible~~9—Debt, toof ~~perform~~the ~~some~~Notes ~~or all recovery steps and continue normal business operations due~~ to the ~~nature~~Consolidated ofFinancial aStatements ~~particular~~included ~~disaster or~~in ~~catastrophe,~~Part ~~especially during peak periods~~II, ~~which~~Item ~~could~~8 ~~cause~~of ~~additional~~this ~~reputational~~Annual ~~damages~~Report, orfor ~~loss~~further ~~of revenues, any of which could adversely affect our business and financial results~~discussion.

~~Risks related~~•Revolving tocredit facility: On January 24, 2026, we entered into a Revolving Credit Facility Agreement (the “Revolver”) with our ~~regulatory~~equity ~~environment~~method investee. Under the terms of the agreement we committed to provide a revolving credit facility of up to $4.75 million for 36 months. The credit facility bears an annual interest rate of 10%, which accrues daily based on a 360-day year. The first interest payment is due to us 18 months after the date of the Revolver.

~~Our business~~SHARE ~~may~~REPURCHASES beAND ~~subject~~DIVIDENDS ~~to a variety of U.S. financial regulations, many of which are overlapping, ambiguous and still developing, which could subject us to claims or otherwise harm our business.~~

~~Aspects of~~In ~~our~~November ~~business~~2023, ~~may~~our beBoard ~~subject to a variety~~ of ~~federal~~Directors ~~and~~authorized ~~state~~a ~~financial~~share ~~and~~repurchase ~~other~~program ~~laws,~~that ~~including~~provided ~~laws~~for ~~and~~the ~~state~~repurchase ~~licensing~~of ~~requirements financial~~up ~~products~~to ~~and~~$1.0 ~~services,~~million ~~privacy~~of ~~and~~our ~~data~~common ~~security~~stock, ~~investment~~with ~~advisory~~no ~~services,~~expiration ~~and~~from ~~other~~the ~~laws~~date ~~that are frequently evolving and developing. The scope and interpretation~~ of ~~such laws are often uncertain and may be conflicting or ambiguous~~authorization. ItIn isSeptember ~~difficult to predict how existing laws~~2025, ~~some~~our ofBoard ~~which were enacted before the widespread adoption~~ of ~~the~~Directors ~~internet~~authorized ~~and~~an ~~mobile~~increase ~~devices, will be applied~~ to ~~our~~the ~~business~~current ~~and~~share ~~the~~repurchase ~~new~~program ~~laws~~up to ~~which~~$100.0 ~~we may become subject~~million. InAs ~~addition,~~of asDecember ~~our business grows into new markets or expands and we collect~~31, ~~use and share more user data internally and with financial services partners~~2025, we ~~may~~had ~~become~~$88.5 ~~subject~~million toremaining ~~additional~~under ~~laws~~the ~~and regulations~~authorization.

We expect to repurchase additional shares of our common stock under the authorization in the open market or in private transactions. The timing, method, and amount of future repurchases will be determined by management based on its evaluation of market conditions and other factors. The repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be modified, suspended, or discontinued at any time.

In October 2025, our Board of Directors declared a special dividend of warrants to holders of record as of October 23, 2025. Each holder of record received one warrant for each ten shares of common stock held as of



			27

~~If we~~Table are not able to comply with applicable financial and other laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or discontinue certain products or features, which would negatively affect our business. In addition, negative publicity resulting from regulatory actions against us or others in our industry could harm our reputation or otherwise impact the growth of ~~our business. Any costs incurred to prevent or mitigate this potential liability could also harm our business, financial condition and operating results.~~Contents

~~Litigation~~the record date with an exercise price of $22.50 per share until January 21, ~~regulatory~~ ~~actions~~2028. ~~and~~We ~~compliance~~do ~~issues~~not ~~could~~expect ~~subject~~to uscontinue to ~~significant~~distribute ~~fines,~~dividends ~~penalties,~~but ~~judgments~~may do so in the future, ~~remediation~~subject ~~costs~~to orapproval ~~requirements resulting~~by inour ~~increased~~Board ~~expenses~~of Directors.

~~In the~~The ~~ordinary~~following ~~course~~charts ofsummarize ~~business,~~stock werepurchases ~~may be named as a defendant in various categories of legal actions, including class action lawsuits~~ and ~~other~~distributed ~~litigation.~~dividends ~~These legal actions are inherently unpredictable~~ and, ~~regardless of the merits of the claims, litigation is often expensive, time~~weighted-~~consuming,~~average ~~disruptive~~common toshares ~~our~~outstanding ~~operations~~on ~~and~~a ~~resources,~~diluted ~~and~~basis ~~distracting to management. In addition, certain actions may include claims~~ for ~~indeterminate~~2025 ~~amounts of damages. Our involvement in any such matter also could cause significant harm to our or our lending partners’ reputations~~ and ~~divert management attention from the operation of our business, even if the matters are ultimately determined in our favor~~2024. If resolved against us, legal actions could result in excessive verdicts and judgments, injunctive relief, equitable relief, and other adverse consequences that may affect our financial condition and how we operate our business.

~~In addition,~~Stock ~~many~~Repurchases ~~participants~~Under inShare ~~the~~Repurchase ~~consumer~~Program ~~financial services industry have been the subject of putative class action lawsuits, state attorney general actions~~ and ~~other~~Distributed ~~state~~Dividends ~~regulatory~~($ ~~actions,~~thousands) ~~and~~Diluted federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices, violations of state licensing and lending laws, including state usury and disclosure laws, actions alleging discrimination based on race, ethnicity, gender or other prohibited bases, and allegations of noncompliance with various state and federal laws and regulations relating to originating, servicing, and collecting consumer finance loans and other consumer financial services and products. The current regulatory environment increased regulatory compliance efforts and enhanced regulatory enforcement have resulted in us undertaking significant timeWeighted-~~consuming~~Average and expensive operational and compliance improvement efforts, which may delay or preclude our or our bank partners’ ability to provide certain new products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state consumer protection statutes or under several of ~~the~~Common ~~various~~Shares ~~federal consumer~~Outstanding ~~financial services statutes may result~~ (in ~~a separate fine assessed for each statutory and regulatory violation or substantial damages from class action lawsuits, potentially more than the amounts we earned from the underlying activities.~~thousands)

~~Some of~~CRITICAL ~~our~~ACCOUNTING agreements used in the course of our business include arbitration clauses. If our arbitration agreements were to become unenforceable for any reason, we could experience an increase to our consumer litigation costs and exposure to potentially damaging class action lawsuits, with a potential material adverse effect on our business and results of operations. We contest our liability and the amount of damages, as appropriate, in each pending matter. The outcome of pending and future matters could be material to our results of operations, financial condition and cash flows, and could materially adversely affect our business.ESTIMATES

~~In addition,~~The ~~from~~preparation ~~time~~of toour ~~time,~~consolidated ~~through~~financial ~~our~~statements ~~operational~~in ~~and~~conformity ~~compliance~~with ~~controls,~~U.S. wegenerally ~~identify~~accepted ~~compliance~~accounting ~~issues~~principles ~~that~~requires ~~require~~management us to make ~~operational changes~~estimates and, ~~depending~~assumptions onthat ~~the~~directly ~~nature~~affect ofour ~~the~~reported ~~issue,~~financial ~~result~~condition inand ~~financial~~results ~~remediation~~of tooperations. ~~impacted~~We ~~borrowers.~~base ~~These~~our ~~self-identified~~estimates ~~issues~~ on historical data and ~~voluntary~~various ~~remediation~~other ~~payments~~assumptions ~~could~~that bemanagement ~~significant,~~believes ~~depending~~to onbe reasonable given the ~~issue~~facts and ~~the~~circumstances. ~~number~~Actual ofresults ~~borrowers~~may ~~impacted~~differ significantly from these estimates and ~~could~~assumptions ~~generate litigation~~and ormay ~~regulatory~~affect ~~investigations~~future ~~that~~results ~~subject~~of usour tofinancial ~~additional~~condition ~~risk~~and results of operations.

We Our significant accounting policies, including recent accounting pronouncements, are ~~subject~~described toin orNote ~~facilitate~~1—Overview ~~compliance~~and ~~with~~Significant aAccounting ~~variety~~Policies of ~~federal,~~the ~~state~~Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report. The below discussion includes the accounting estimates and ~~local~~assumptions ~~laws~~that we consider to be the most critical to our financial statements. We consider accounting estimates and assumptions critical if they require significant levels of judgment, ~~including~~involve ~~those~~inherent ~~related~~uncertainty and have the potential to ~~consumer~~materially ~~protection~~ impact our financial condition and ~~loan~~results ~~financings~~of operations.

WeAccounting ~~must~~for ~~comply~~Income with regulatory regimes or facilitate compliance with regulatory regimes on behalf of our bank partners that are independently subject to federal and/or state oversight by bank regulators, including those applicable to our referral and marketing services, consumer credit transactions, loan servicing and collection activities and the purchase and sale of whole loans and other related transactions. While these requirements will not immediately change with the incoming presidential administration, this new administration is expected to bring an increased focus on enforcement of federal consumer protection laws and appoint consumer-oriented regulators at federal agencies such as the Consumer Financial Protection Bureau (“CFPB”), the Office of the Comptroller of the Currency (“OCC”) and the FDIC. It is possible that regulators in the presidential administration could promulgate rulemakings and bring enforcement actions that materially impact our business and the business of our originating bank partners. These regulators may augment requirements that apply to loans facilitated by our platform, or impose new programs and restrictions, including new forbearance initiatives related to the COVID-19 pandemic, and could otherwise revise or create new regulatory requirements that apply to us (or our bank partners), impacting our business, operations, and profitability.Taxes

We are subject to income taxes in the U.S. and in the various jurisdictions in which we operate. The accounting for income taxes requires significant judgment by management in determining our income tax provision, which includes deferred tax assets and liabilities, valuation allowance recorded against deferred tax assets and evaluating uncertain tax positions.

Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis and income tax basis of assets and liabilities, based on enacted tax laws and statutory rates applicable to the periods in which we expect the temporary differences to reverse. We established a valuation allowance for deferred tax assets when it is not expected to be realized. The determination of the reversal of deferred taxes and the valuation allowance for deferred tax assets requires management to make certain judgments and assumptions, including forecasted taxable income, historical experience and tax planning strategies.

We recognize and measure uncertain tax positions when we determine the tax benefit from an uncertain tax position is more likely than not that the tax position will be sustained upon examination by taxing authorities.



28

~~Internet-based loan~~Table ~~origination~~of ~~processes may give rise to greater risks than paper-based processes and may not always be allowed under state law.~~Contents

~~We use~~The ~~the~~amount ~~internet to obtain application information and distribute certain legally required notices to lenders and borrowers, and obtain electronically signed loan documents instead~~ of ~~paper~~benefit ~~documents~~we ~~with~~recognize ~~actual~~represents ~~borrower~~the ~~signatures.~~portion ~~These~~that ~~processes~~has ~~may~~a ~~entail~~ greater ~~risks~~ than ~~would~~fifty ~~paper-based~~percent ~~loan~~likelihood ~~origination processes, including risk regarding the sufficiency~~ of ~~notice~~being ~~for~~realized ~~compliance~~upon with consumer protection laws, the risk that borrowers may challenge the authenticity of loan documents, and risk that, despite internal controls, unauthorized changes are made to the electronic loan documentssettlement. In addition, our software could contain “bugs” that result in incorrect calculations or disclosures or other non-compliance with federal or state laws or regulations. If any of those factors were to cause any loans, or any of the terms of the loans, to be unenforceable against the borrowers, or impair our ability to service loans, the performance of the underlying promissory notes could be adversely affected.

~~If we~~Our ~~are~~income ~~found~~tax toprovision beis ~~operating~~significantly ~~without~~affected ~~having~~by ~~obtained~~tax laws related to the ~~necessary~~treatment ~~state~~of ordigital ~~local~~asset ~~licenses~~transactions. We evaluate estimates and assumptions quarterly and adjust tax positions as new information becomes available. If these estimates and assumptions materially change, ~~our~~or ~~business~~if actual facts and circumstances differ materially from those in the assumptions, our financial condition, and results of operations could be ~~adversely~~materially ~~affected~~impacted.

~~Certain states~~An ~~have~~increase ~~adopted~~or ~~laws~~decrease ~~regulating and requiring licensing by parties that engage~~ in ~~certain~~our ~~activities~~effective ~~regarding~~tax ~~consumer~~rate ~~finance~~by ~~transactions, including~~one ~~facilitating~~percentage ~~and~~point ~~assisting~~would ~~such transactions in certain circumstances. Furthermore, certain states and localities~~ have ~~also adopted~~resulted laws requiring licensing for consumer debt collection or servicing and/or purchasing or selling consumer loans. While we believe we have or will be able to acquire all necessary licenses, the application of some consumer finance licensing laws to our platform and the related activities we perform are unclear. In addition, state licensing requirements may evolve, including, in ~~particular,~~an ~~recent trends~~increase toward increased licensing requirements and regulation of parties engaged in loan solicitation and student loan servicing activities. States also maintain licensing requirements about the transmission of money, and certain states may broadly interpret such licensing requirements to cover loan servicing and the transmission of funds to investors. If we were found to have violated applicable state licensing requirements by a court or adecrease ~~state, federal, or local enforcement agency, we could be subject to fines, damages, injunctive relief (including required modification or discontinuation of our business~~ in ~~certain areas), criminal penalties and other penalties or consequences, and the loans originated by~~ our ~~bank~~income ~~partners~~tax onexpense ~~our platform could be rendered void or unenforceable in whole or in part, any~~ of ~~which~~$0.7 ~~could have a material adverse effect on our business~~million.

~~Our use~~Valuation of ~~generative~~Financial ~~artificial~~Instruments ~~intelligence tools may pose particular risks to our proprietary software~~ and ~~systems~~Share-Based ~~and subject us to legal liability.~~Compensation

We ~~use~~ ~~generative~~estimate ~~AI tools in our business and expect to use generative AI tools in~~ the ~~future.~~fair Wevalue ~~have~~of nocertain ~~formal~~financial ~~policy~~instruments, ~~regarding~~including ~~use~~convertible ~~of generative~~notes AI and ~~have~~warrants, ~~taken~~as awell ~~discretionary~~as share-based ~~approach~~compensation ~~with~~awards, ~~respect~~using tovaluation ~~our~~models ~~employee’s~~that ~~use~~incorporate ofsignificant ~~generative~~assumptions. AIThese ~~tools.~~assumptions ~~Although we~~include ~~have~~but ~~guidelines~~are ~~with~~not ~~respect~~limited to ~~our~~determining ~~employees’ use of generative AI tools that encourage~~ the ~~review~~appropriate ofvaluation ~~certain~~methodology ~~use~~and/or ~~cases at the executive level~~model, wedetermining domodel ~~not~~inputs ~~have~~based ~~processes~~on inthe ~~place~~evaluation toof ~~track~~observable ~~and~~market ~~evaluate~~data, ~~our~~such ~~employees’~~as ~~use~~risk-free ofinterest ~~generative~~rates ~~AI tools~~ and ~~cannot guarantee~~determining ~~that~~appropriate ~~all~~valuation ~~uses~~adjustments ~~will~~such beas instock ~~accordance~~price ~~with~~volatility ~~our~~and ~~guidelines~~discount rates.

~~Generative AI~~In ~~tools~~conjunction ~~producing~~with ~~content~~the ~~which~~2030 ~~can~~April beconvertible ~~indistinguishable~~note ~~from~~offering ~~that~~we ~~generated~~issued bywarrants ~~humans~~which iswe adetermined ~~relatively~~to ~~novel~~be ~~development,~~free-standing ~~with~~equity-linked ~~benefits, risks,~~instruments ~~and~~under ~~liabilities~~generally ~~still~~accepted ~~unknown.~~accounting ~~Recent~~principles ~~decisions of governmental entities~~ and ~~courts~~requires ~~(such as~~ the ~~U.S.~~proceeds ~~Copyright~~to ~~Office,~~be ~~U.S.~~allocated ~~Patent and~~between ~~Trademark~~the ~~Office,~~relative ~~and~~fair ~~U.S.~~value ~~Court~~ of ~~Appeals for~~ the ~~Federal~~convertible ~~Circuit)~~notes ~~interpret U.S. copyright~~ and ~~patent~~warrants ~~law~~on asthe ~~limited~~date toof ~~protecting works and inventions created by human authors and inventors, respectively~~issuance. We ~~are~~used ~~therefore~~the ~~unlikely~~Monte toCarlo besimulation ~~able~~ to ~~obtain~~determine ~~U.S.~~the ~~copyright or~~fair ~~patent~~value protection for works or inventions wholly created by a generative AI tool, and our ability to obtain U.S. copyright and patent protection for source code, text, images, inventions or other materials, which are developed with some use of ~~generative AI tools may be limited, if available at all. Likewise,~~ the ~~availability~~convertible ofnotes ~~such~~and IP protections in other countries is unclear. As a result, we could have no remedy if third parties reused those same materials, or similar materials, also generated by AI tools. In addition, we may have little or no insight into the ~~third~~Black-~~party~~Scholes ~~content~~Options ~~and~~model ~~materials~~for ~~used to train third party generative AI tools, or~~ the ~~extent~~valuation of the ~~original works which remain in the outputs~~warrants. AsEach ~~a result, we may face claims from third parties claiming infringement~~ of ~~their~~the ~~intellectual~~previously ~~property rights,~~mentioned orvaluation ~~mandatory~~models ~~compliance with open-source software or other license terms, with respect to software, or other materials or content we believed to be available for~~ use, ~~and~~significant ~~not~~judgment ~~subject~~ to ~~license~~determine ~~terms~~model ~~or other third-party proprietary rights~~inputs. WeChanges ~~could also be subject to claims from the providers of the generative AI tools, if we use any of the generated materials~~ in aassumptions ~~manner~~may ~~inconsistent with their terms of use. Any of these claims could~~ result in ~~legal~~different ~~proceedings~~estimates ~~and could require us to purchase a costly license, comply with the requirement~~ of ~~open~~fair ~~source software license terms~~value, orwhich ~~limit~~would oraffect ~~cease using~~ the ~~implicated~~allocation ~~software,~~of orproceeds ~~other~~between ~~materials~~the orconvertible ~~content~~notes ~~unless~~ and ~~until~~warrants ~~we can re-engineer such software~~and, ~~materials~~consequently, orthe ~~content~~initial tocarrying ~~avoid~~value ~~infringement~~of ~~or change~~ the ~~use of~~debt, ~~or remove,~~ the ~~implicated third~~resulting ~~party~~debt ~~materials~~discount, ~~which~~and ~~could reduce or eliminate~~ the ~~value~~amount of ~~our~~interest ~~technologies~~expense ~~and~~recognized ~~services.~~over ~~Any~~the ~~use~~term of ~~generative AI tools to develop source code may also present additional security risks because~~ the ~~generated~~notes. ~~source~~In ~~code~~addition, ~~may~~substantially ~~have~~similar ~~been~~valuation ~~modelled~~methodologies ~~from~~and ~~publicly available~~judgments ~~code,~~were orapplied ~~otherwise~~in ~~not~~connection ~~subject~~with tothe ~~all~~evaluation of ~~our~~debt ~~standard~~modifications. ~~internal~~See ~~controls,~~Note ~~which~~15—Fair ~~may~~Value ~~make~~Measurements itof ~~easier~~the ~~for~~Notes ~~hackers and other third parties~~ to ~~determine~~the ~~how~~Consolidated toFinancial ~~breach~~Statements ~~our~~included ~~website~~in ~~and~~Part ~~systems~~II, ~~that~~Item ~~rely~~8 ~~on the code. Any~~ of ~~these~~this ~~risks~~Annual ~~could be difficult to eliminate or manage~~Report, ~~and,~~for iffurther ~~not~~discussion ~~addressed, could have a material adverse effect~~ on ~~our~~inputs ~~business,~~used ~~results~~in ofthe ~~operations,~~valuation ~~financial condition, and future prospects~~models.

We issued warrants as a form of non-cash dividend to holders of our common stock, holders of our notes and other security holders. We accounted for these warrant dividends as equity-classified instruments under generally accepted accounting principles and are measured at fair value on grant date. We determined the fair value of the warrant dividend using the Monte Carlo simulation, which incorporates the probability of a range of possible outcomes appropriate for the instrument being valued, including but not limited to, future stock price outcomes. The model requires significant judgment, including expected volatility, expected term and simulated stock price paths. Changes in these assumptions would increase or decrease the amount recognized in retained earnings for the fair value of the warrant dividend. See Note 15—Fair Value Measurements of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on inputs used in the valuation models.

Accounting for share-based compensation awards under generally accepted accounting principles requires the measurement and recognition of compensation expense based on the fair value of the awards on the grant-date. We determine the fair value of share-based compensation using the Black-Scholes Option model. The Black-Scholes Option model uses significant judgments to determine model inputs, including but not limited to the expected volatility of our common stock. Changes in assumptions used would impact the amount of expense recognized over the vesting period. See Note 12—Share-Based Compensation of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Annual Report, for further discussion on inputs used in the valuation of our share-based compensation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a "smaller reporting company" as defined by §229.10(f) of Regulation S-K and are not required to provide the information required by this Item.



			29

~~Risks related~~Table toof ~~taxation~~Contents

~~We are~~ITEM ~~subject~~8. toFINANCIAL ~~income~~STATEMENTS ~~taxes~~AND asSUPPLEMENTARY ~~well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes~~DATA.

~~Significant judgment~~INDEX isTO ~~required~~CONSOLIDATED inFINANCIAL determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: a) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals, and b) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.STATEMENTS

We have made significant estimates and judgments in calculating our income tax provision and other tax assets and liabilities. If these estimates or judgments are incorrect, our operating results and financial condition may be materially affected.


Report s of Independent Registered Public Accounting Firms			31
Consolidated Balance Sheets as of December 31, 2025 and 2024			33
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024			34
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025 and 2024			35
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and 2024			36
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024			37
Notes to Consolidated Financial Statements			39

We are subject to regular review and audit by tax authorities. Any adverse outcome of such a review or audit could negatively affect our operating results and financial condition. In addition, the determination of our provision for income taxes and other tax assets and liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain at the present time. Although we believe our estimates and judgments are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may have a material effect on our operating results and financial condition.

Changes in tax laws could have a material adverse effect on our business, financial condition and results of operations.

Changes in tax laws could have a material adverse effect on our business, financial condition and results of operations. For example, the Tax Cuts and Jobs Act passed in 2017 contained significant changes to U.S. tax law, including a reduction in the corporate tax rate and a moved towards a new territorial system of taxation. The primary impact of the Tax Act on our provision for income taxes was a reduction of the future tax benefits of our deferred tax assets as a result of the reduction in the corporate tax rate. The impact of the Tax Act may be subject to ongoing technical guidance and accounting interpretation, which we will continue to monitor and assess. As we expand the scale of our business activities, any changes in the U.S. taxation of such activities may increase our effective tax rate and harm our business, financial condition and results of operations.

We are subject to taxes in the United States under federal, state and local jurisdictions in which we operate. The governing tax laws and applicable tax rates vary by jurisdiction and are subject to interpretation and macroeconomic, political or other factors. We may be subject to examination in the future by federal, state and local authorities on income, employment, sales and other tax matters. While we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for taxes, there can be no assurance that such provision is sufficient and that a determination by a tax authority would not have an adverse effect on our business, financial condition and results of operations. Various tax authorities may disagree with tax positions we take and if any such tax authorities were to successfully challenge one or more of our tax positions, the results could adversely affect our financial condition. Further, the ultimate amount of tax payable in a given financial statement period may be impacted by sudden or unforeseen changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting rules or regulations. The determination of our overall provision for income and other taxes is inherently uncertain as it requires significant judgment around complex transactions and calculations. As a result, fluctuations in our ultimate tax obligations may differ materially from amounts recorded in our financial statements and could adversely affect our business, financial condition and results of operations in the periods for which such determination is made.



30

~~Taxing authorities~~Table may successfully assert that we should have collected or in the future should collect sales and use, gross receipts, value-added or similar taxes and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our business, financial condition and results of ~~operations.~~Contents

~~The application~~Report of ~~indirect~~Independent ~~taxes,~~Registered ~~such~~Public asAccounting sales and use tax, value-added tax, goods and services tax, business tax and gross receipts tax, to platform businesses is a complex and evolving issue. Many of the fundamental statutes and regulations that impose these taxes were established before the adoption and growth of the internet and e-commerce. Significant judgment is required on an ongoing basis to evaluate applicable tax obligations and as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to our business. In addition, governments are increasingly looking for ways to increase revenue, which has resulted in discussions about tax reform and other legislative actions to increase tax revenue, including through indirect taxes. Such taxes could adversely affect our financial condition and results of operations.Firm

~~We may~~To ~~face~~the ~~various~~Stockholders ~~indirect tax audits in various U.S. jurisdictions. In certain jurisdictions, we collect~~ and ~~remit~~the ~~indirect~~Board ~~taxes. However, tax authorities may raise questions about or challenge or disagree with our calculation, reporting or collection~~ of ~~taxes~~Directors and may require us to collect taxes in jurisdictions in which we do not currently do so or to remit additional taxes and interest, and could impose associated penalties and fees. A successful assertion by one or more tax authorities requiring us to collect taxes in jurisdictions in which we do not currently do so or to collect additional taxes in a jurisdiction in which we currently collect taxes, could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest, could harm our business, financial condition and results of ~~operations.~~DeFi ~~Although~~Development ~~we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition will be harmed~~Corp.

~~As a~~Opinion ~~result~~on ~~of these and other factors,~~ the ~~ultimate~~Financial amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may adversely impact our results of operations in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined.Statements

~~Risks~~ We have audited the accompanying consolidated balance sheet of DeFi Development Corp. (the Company) as of December 31, 2025, the related toconsolidated ~~ownership~~statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for the year then ended, and the related notes (collectively, the "financial statements"). In our ~~securities~~opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~Our CEO~~Basis ~~and~~for ~~Chairman will have control over key decision-making as a result of his control of a majority of our voting shares.~~Opinion

~~Blake~~These ~~Janover,~~financial ~~the~~statements ~~Company’s~~are ~~Chief~~the ~~Executive Officer~~responsibility ~~and Chairman, currently owns 10,000 shares~~ of ~~our Series A Preferred Stock, representing 100% of~~ the ~~outstanding~~Company's ~~shares of Series A Preferred Stock~~management. ~~Generally,~~Our ~~the~~responsibility ~~Series A Preferred Stock votes together with the common stock unless otherwise prohibited by law, and~~ is ~~entitled~~ to ~~10,000~~express ~~votes~~an ~~per~~opinion ~~share.~~on ~~Mr. Janover’s ownership of Series A Preferred Stock as well as his ownership of our common stock will provide him with approximately 99.31% of~~ the ~~voting power of the~~ Company’'s ~~outstanding~~financial ~~voting~~statements ~~securities~~based ason ~~of March 27, 2025. As a result, Mr. Janover will have the ability to control the outcome of matters submitted to~~ our ~~stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets~~audit. InWe ~~addition, Mr.~~are ~~Janover will have the ability to control the management and affairs of the Company as~~ a ~~result~~public ofaccounting ~~his~~firm ~~position~~registered aswith ~~our CEO and his ability to control~~ the ~~election~~Public ~~of our directors. Additionally, in the event that Mr. Janover controls the~~ Company atAccounting ~~the~~Oversight ~~time of his death, control may be transferred to a person or entity that he designates as his successor. Mr. Janover also serves as the Chairman of the Company’s~~ Board of(United ~~Directors.~~States) As(PCAOB) ~~a board member~~ and ~~officer,~~are ~~Mr.~~required ~~Janover~~to ~~owes~~be aindependent ~~fiduciary~~with ~~duty~~respect to the Company ~~and must act~~ in ~~good~~ ~~faith~~accordance inwith ~~a manner he reasonably believes to be in the best interests of the Company~~U. ~~As a beneficial stockholder, even a controlling beneficial stockholder, Mr~~S. ~~Janover~~federal issecurities ~~entitled~~laws ~~to vote his shares,~~ and ~~shares over which he has voting control in his interests, which may not always be in~~ the ~~interests~~applicable ofrules ~~our~~and ~~stockholders~~regulations ~~generally. This concentration~~ of ~~ownership may have~~ the ~~effect~~Securities ofand ~~delaying,~~Exchange ~~preventing or~~Commission ~~deterring a change of control, could deprive you of an opportunity to receive a premium for your common stock as part of a sale,~~ and ~~might~~ ~~ultimately affect~~ the ~~trading price of our common stock~~PCAOB.

We ~~may~~ conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not berequired ~~able~~to have, nor were we engaged to ~~maintain~~perform, aan ~~listing~~audit of its internal control over financial reporting. As part of our ~~common~~audit ~~stock~~we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on ~~Nasdaq~~the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~We must~~Our ~~meet~~audit ~~certain~~included ~~financial~~performing ~~and~~procedures ~~liquidity criteria~~ to ~~maintain~~assess ~~such~~the ~~listing.~~risks Ifof wematerial ~~fail~~misstatement ~~to meet any~~ of ~~Nasdaq’s~~the ~~continued~~financial ~~listing standards or we violate Nasdaq listing requirements~~statements, ~~our~~whether ~~common~~due ~~stock~~to ~~may~~error beor ~~delisted. In addition~~fraud, ~~our~~and ~~board~~performing ofprocedures ~~directors~~that ~~may~~respond ~~determine that~~to ~~the~~those ~~cost~~risks. ofSuch ~~maintaining~~procedures ~~our~~included ~~listing~~examining, on a ~~national~~test ~~securities~~basis, ~~exchange~~evidence ~~outweighs~~regarding the ~~benefits~~amounts ofand ~~such~~disclosures ~~listing.~~in Athe ~~delisting~~financial ofstatements. ~~our common~~Our ~~stock~~audit ~~from~~also ~~Nasdaq~~included ~~may~~evaluating ~~materially~~the ~~impair~~accounting ~~our~~principles ~~stockholders’~~used ~~ability to buy~~ and ~~sell~~significant ~~our~~estimates ~~common~~made ~~stock~~by ~~and~~management, ~~could~~as ~~have~~well anas ~~adverse effect~~evaluating on the ~~market~~overall ~~price~~presentation of, ~~and~~ the ~~efficiency~~financial ofstatements. ~~the~~We ~~trading~~believe ~~market~~that ~~for,~~ our ~~common~~audit ~~stock.~~provides ~~The~~a ~~delisting~~reasonable ofbasis ~~our~~for ~~common stock could significantly impair~~ our ~~ability to raise capital and the value of your investment~~opinion.

/s/ Wolf & Company, P.C.

We have served as the Company's auditor since 2025.

Boston, Massachusetts

March 30, 2026



			31

~~The market~~Table ~~price, trading volume and marketability~~ of our securities may, from time to time, be significantly affected by numerous factors beyond our control, which may materially adversely affect the market price of your securities, the marketability of your securities and our ability to raise capital through future equity financings.Contents

~~The market~~REPORT ~~price~~OF ~~and~~INDEPENDENT ~~trading~~REGISTERED ~~volume~~PUBLIC ofACCOUNTING our securities may fluctuate significantly. Many factors that are beyond our control may materially adversely affect the market price of your securities, the marketability of your securities and our ability to raise capital through equity financings. These factors include the following:FIRM

●To ~~actual~~the orBoard ~~anticipated~~of ~~variations~~Directors inandStockholders ~~our~~of ~~periodic~~DeFi ~~operating~~Development ~~results,~~Corp.

●Opinion ~~increases~~on inthe ~~market~~Financial ~~interest rates that lead investors of our securities to demand a higher investment return,~~Statements

●We ~~changes~~have audited the accompanying consolidated balance sheet of DeFi Development Corp. (the “Company”, formerly known as Janover Inc.) as of December 31, 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in ~~earnings~~all ~~estimates~~material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

●Basis ~~changes~~for ~~in market valuations of similar companies,~~Opinion

●These ~~actions~~financial orstatements ~~announcements~~are bythe responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~competitors,~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

●We ~~adverse~~conducted ~~market~~our ~~reaction~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to ~~any~~obtain ~~increased~~reasonable ~~indebtedness~~assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we ~~may~~engaged ~~incur~~to inperform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the ~~future~~purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

●Our ~~additions~~audit orincluded ~~departures~~performing procedures to assess the risks of ~~key~~material ~~personnel~~misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

●/s/ ~~actions by stockholders, and~~dbbmckennon

●Newport ~~speculation in the media~~Beach, ~~online forums, or investment community,~~California

~~The requirements~~March ~~of being a public company may strain our resources~~30, ~~divert management’s attention and affect our ability to attract and retain qualified board members.~~2025

~~As a~~We ~~public~~served ~~company,~~as ~~we are subject to~~ the ~~reporting~~Company’s ~~requirements~~auditor of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the Nasdaq Capital Markets and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, especially once we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. In addition, we expect that our management and other personnel will need to divert their attention from ~~operational~~2022 ~~and other business matters~~ to ~~devote~~ ~~substantial~~2025 ~~time to these public company requirements. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.~~

We also expect that being a public company will make it more expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage, incur substantially higher costs to obtain coverage or only obtain coverage with a significant deductible. These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our Board of Directors, particularly to serve on our audit committee and compensation committee.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a result, their application in practice may evolve as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If notwithstanding our efforts, we fail to comply with new laws, regulations and standards or our efforts differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and our business may be adversely affected.



32

~~We are~~Table ~~an “emerging~~of growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make it more difficult to compare our performance with other public companies and make our common stock less attractive to investors.Contents

~~We are~~DEFI anDEVELOPMENT “emerging growth company” as defined under the Section 2(a) of the Securities Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approvedCORP. In addition, emerging growth companies can delay the adoption of certain new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make a comparison of our financial statements with those of other public companies more difficult. We may take advantage of these exemptions for so long as we are an “emerging growth company.” We cannot predict if investors will find our common stock less attractive to the extent that we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

~~Additionally, we~~CONSOLIDATED ~~are~~BALANCE aSHEETS “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by nonaffiliates exceeds $250 million as of the prior June 30 or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparisons of our consolidated financial statement with other public companies difficult or impossible.

Future sales of our securities may affect the market price of our securities.


December 31 (in thousands, except share data)	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	5,920	$	2,517
Accounts receivable	52		195
Prepaid expenses	433		109
Investments	3,675		340
Digital assets pledged as collateral	103,943		—
Deferred offering costs	6,377		114
Other current assets	1,526		—
Total current assets	121,926		3,275
Accounts receivable, non-current	—		42
Property and equipment, net	—		41
Digital assets, at fair value	136,000		—
Digital assets, at carrying value, net	45,764		—
Goodwill	607		607
Intangible assets, net	3,020		378
Other assets	93		33
Total assets	$	307,410	$	4,376
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,821	$	340
Digital asset financing arrangements	67,521		—
Loans payable	107		—
Deferred revenue	82		239
Other current liabilities	6,257		14
Total current liabilities	80,788		593
Long-term debt, net	127,361		—
Contingent consideration	—		179
Deferred revenue, non-current	—		102
Total liabilities	208,149		874
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, undesignated, $0.00001 par value and stated value, 999,899,000 and 9,899,000 shares authorized as of December 31, 2025 and 2024, respectively; no shares issued and outstanding	—		—
Series A Preferred stock, $0.00001 par value and stated value, 100,000 shares authorized, 10,000 shares issued and outstanding as of December 31, 2025 and 2024	—		—
Series B Preferred stock, $0.00001 par value and stated value, 1,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024	—		—
Common stock, $0.00001 par value, 1,000,000,000 and 100,000,000 shares authorized, and 29,892,800 and 9,909,473 shares issued and outstanding, as of December 31, 2025 and 2024, respectively	—		—
Additional paid-in capital	202,581		12,872
Treasury stock	(11,520)		—
Accumulated other comprehensive (loss) income	(27)		—
Accumulated (deficit)	(91,773)		(9,370)
Total stockholders’ equity	99,261		3,502
Total liabilities and stockholders’ equity	$	307,410	$	4,376

~~We cannot~~See ~~predict what effect, if any, future sales of our securities, or~~ the ~~availability~~accompanying ofnotes ~~securities~~to ~~for future sale, will have on~~ the ~~market~~ ~~price~~consolidated offinancial ~~our securities~~statements. Sales of substantial amounts of our securities in the public market, or the perception that such sales could occur, could materially adversely affect the market price of our securities and may make it more difficult for you to sell your securities at a time and price which you deem appropriate.

You may be diluted by the future issuance of additional common stock in connection with our equity incentive plans, acquisitions or otherwise.

Our amended and restated certificate of incorporation and our 2021 Equity Incentive Plan authorize us to reserve and allocate shares of our common stock on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitions or otherwise. 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 provided 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.

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 between one and four years, with a contractual period of ten years. As of December 31, 2024, there were 71,169 (post reverse stock split on December 30, 2024) shares in aggregate available for grant under both the 2021 and 2023 Plan.



			33

~~We may~~Table ~~issue additional debt and equity securities, which are senior to our common stock as to distributions and in liquidation, which could materially adversely affect the market price~~ of ~~our securities.~~Contents

~~In the~~DEFI ~~future,~~DEVELOPMENT we may attempt to increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or sharesCORP. ~~In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available assets before distributions to our stockholders.~~

~~Any additional~~CONSOLIDATED ~~preferred~~STATEMENTS ~~securities,~~OF if issued by our company, may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our common stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.OPERATIONS

Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing the value of your securities and diluting your interest in us. In addition, we can change our leverage strategy from time to time without the approval of holders of our common stock, which could materially adversely affect the market share price of our securities.


Year ended December 31 (in thousands, except per share data)	2025		2024
Revenue	$	11,386	$	2,100
Operating expenses:
Cost of revenue	249		32
Sales and marketing	2,245		1,497
Research and development	1,142		655
General and administrative	14,330		2,612
Depreciation and amortization	1,045		307
Net loss (gain) on digital assets	26,994		—
Loss on disposition of Janover Pro	1,958		—
(Gain) from changes in fair value of contingent consideration	(179)		—
Total operating expenses	47,784		5,103
Operating (loss) income	(36,398)		(3,003)
Interest expense	(8,931)		—
(Loss) gain from derivative instruments	(19,763)		—
Investment and other (expense) income, net	(8,687)		276
(Loss) income before income taxes	(73,779)		(2,727)
Income tax (expense) benefit	(9)		—
Net (loss) income	$	(73,788)	$	(2,727)

Net (loss) income per share:
Basic and diluted	$	(4.00)	$	(0.28)


Weighted-average shares outstanding:
Basic and diluted	18,453		9,765

~~We do~~See ~~not~~the ~~intend~~accompanying notes to ~~pay dividends for~~ the ~~foreseeable~~consolidated ~~future~~financial statements.

Since our conversion from a limited liability company to a corporation on March 9, 2021, we have not declared or paid any cash dividends on our capital stock. We intend to continue with the same policy, and currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. In addition, the terms of our existing corporate debt agreements do, and any future debt agreements may preclude us from paying dividends. As a result, capital appreciation of our common stock, if any, will be the only way for stockholders to realize any future gains on their investment in the foreseeable future.

Our potential future earnings and cash distributions to our stockholders may affect the market price of our securities.

Generally, the market price of our securities may be based, in part, on the market’s perception of our growth potential and our current and potential future cash distributions, whether from operations, sales, acquisitions or refinancings, and on the value of our businesses. For that reason, our securities may trade at prices that are higher or lower than our net asset value per share. Should we retain operating cash flow for investment purposes or working capital reserves instead of distributing the cash flows to our stockholders, the retained funds, while increasing the value of our underlying assets, may materially adversely affect the market price of our securities. Our failure to meet market expectations with respect to earnings and cash distributions and our failure to make such distributions, for any reason whatsoever, could materially adversely affect the market price of our securities.

Were our securities to be considered a penny stock, and therefore become subject to the penny stock rules, U.S. broker-dealers may be discouraged from effecting transactions in our securities.

Our securities may be subject to the penny stock rules under the Exchange Act. The SEC rules define a “penny stock,” as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, broker-dealers that derive more than 5% of their customer transaction revenues from transactions in penny stocks are required to deliver a standardized risk disclosure document that provides information about penny stocks, and the nature and level of risks in the penny stock market, to any non-institutional customer to whom the broker-dealer recommends a penny stock transaction. The broker-dealer must also provide the customer with the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing before completing the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that before a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our securities. These additional penny stock disclosure requirements are burdensome and may reduce all the trading activity in the market for our securities. As long as our securities are subject to the penny stock rules, the holders of our securities may find it more difficult to sell their securities and cause a decline in the market value of our stock.



34

~~Our amended~~Table ~~and restated certificate~~ of incorporation provides that the Court of Chancery of the State of Delaware and will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.Contents

~~Our amended~~DEFI ~~and~~DEVELOPMENT restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any stockholder, including a beneficial owner, to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of fiduciary duty owed by any officer, director, or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdictionCORP. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

~~Although our~~CONSOLIDATED ~~amended~~STATEMENTS ~~and~~OF ~~restated~~COMPREHENSIVE ~~certificate~~(LOSS) of incorporation contains the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees, or stockholders, which may discourage lawsuits with respect to such claims, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. If a court were to find the exclusive-forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations. INCOME

Our common stock market price and trading volume could decline if equity or industry analysts do not publish research or publish inaccurate or unfavorable research about our business.


Year ended December 31 (in thousands)	2025		2024
Net (loss) income	$	(73,788)	$	(2,727)
Other comprehensive (loss) income, net of income taxes:
Cumulative translation adjustment	(27)		—

Other comprehensive (loss) income, net of income taxes	(27)		—
Comprehensive (loss) income	$	(73,815)	$	(2,727)

~~The trading~~See ~~market for our common stock will depend in part on~~ the ~~research~~accompanying ~~and~~notes reports that equity or industry analysts publish about us or our business. The analysts’ estimates are based upon their own opinions and are often different from our estimates or expectations. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price of our securities would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to ~~publish reports on us regularly, demand for our securities could decrease, which might cause~~ the ~~price and~~consolidated ~~trading~~financial ~~volume of our common stock to decline~~statements.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined under Section 2(a) of the Securities Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, emerging growth companies may delay the adoption of certain new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make a comparison of our financial statements with those of other public companies more difficult. We may take advantage of these exemptions for so long as we are an “emerging growth company.” We cannot predict if investors will find our common stock less attractive to the extent that we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.



			35

~~General risks~~Table ~~factors~~of Contents

~~We may~~DEFI ~~make~~DEVELOPMENT ~~decisions based on the best interests of our users to build long-term trust that may result in us forgoing short-term gains~~CORP.

~~One of~~CONSOLIDATED ~~our~~STATEMENTS ~~fundamental~~OF ~~values~~STOCKHOLDERS’ is to build our business by making decisions based on the best interests of our users, which we believe has been essential to our success in building user trust in our platform and increasing our user growth rate and engagement. We believe this best serves the long-term interests of our company and our stockholders. In the past, we have forgone, and we may in the future continue to forgo, certain expansion or short-term revenue opportunities that we do not believe are in the best interests of our platform and our users, even if such decisions adversely affect our results of operations in the short term. For example, we do not use impression-based advertising on our platform (i.e., where payment is based on digital views or engagement), we publish editorial content on topics that do not generate revenue for us.EQUITY

We have less experience operating in some of the newer market verticals to which we have expanded.


	Series A Preferred Stock			Common Stock			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive (Loss) Income		Accumulated (Deficit)		Total Stockholders’ Equity
(in thousands, except share data)	Shares	Amount		Shares	Amount
Balances at December 31, 2023	10,000	$	—	9,666,108	$	—	$	12,460	$	—	$	—	$	(6,643)	$	5,817
Issuance of common stock, net of offering costs	—	—		15,396	—		1		—		—		—		1
Issuance of common stock for services performed	—	—		226,975	—		121		—		—		—		121
Repurchase of common stock	—	—		(9,030)	—		(5)		—		—		—		(5)
Effect of stock split	—	—		10,024	—		—		—		—		—		—
Share-based compensation	—	—		—	—		295		—		—		—		295
Net (loss) income	—	—		—	—		—		—		—		(2,727)		(2,727)
Balances at December 31, 2024	10,000	$	—	9,909,473	$	—	$	12,872	$	—	$	—	$	(9,370)	$	3,502
Issuance of common stock and warrants, net of offering costs	—	—		11,224,145	—		216,072		—		—		—		216,072
Issuance of common stock for asset acquisition	—	—		604,884	—		3,000		—		—		—		3,000
Prepaid forward stock purchase	—	—		—	—		(75,636)		—		—		—		(75,636)
Exercises under employee stock plans	—	—		655,148	—		94		—		—		—		94
Repurchase of common stock	—	—		(2,049,113)	—		—		(11,520)		—		—		(11,520)
Share-based compensation	—	—		—	—		1,674		—		—		—		1,674
Discount on convertible notes	—	—		—	—		11,699		—		—		—		11,699
Warrants exercised	—	—		6,419,294	—		2		—		—		—		2
Warrant dividend distribution	—	—		—	—		10,332		—		—		(8,615)		1,717
Conversion of convertible notes	—	—		3,128,969	—		22,472		—		—		—		22,472
Translation adjustments	—	—		—	—		—		—		(27)		—		(27)
Net (loss) income	—	—		—	—		—		—		—		(73,788)		(73,788)
Balances at December 31, 2025	10,000	$	—	29,892,800	$	—	$	202,581	$	(11,520)	$	(27)	$	(91,773)	$	99,261

~~We have~~See ~~explored and have expanded into new verticals including small and medium business (“SMB”) loan products, software as a service, with~~ the ~~acquisition~~accompanying ofnotes Groundbreaker, and commercial insurance, with the newly formed company, Janover Insurance Group Inc. We do not have as much experience with these newer verticals as we do with the other more established verticals on our platform. Accordingly, newer verticals may be subject to ~~greater risks than~~ the ~~more~~consolidated ~~established~~financial ~~verticals on our platform~~statements.

The success of our entry into new verticals will depend on several factors, including:

● Implementing in a cost-effective manner product features expected by borrowers and financial services providers;

● Market acceptance of an intermediary by borrowers and financial services providers;

● Offerings by current and future competitors;

● Our ability to attract and retain management and other skilled personnel;

● Our ability to collect amounts owed to us from our financial services partners;

● Our ability to develop successful and cost-effective marketing campaigns; and

● Our ability to timely adjust marketing expenditures to changes in demand for the underlying products and services offered by our financial services partners in these newer verticals.

Our results of operations may suffer if we fail to successfully anticipate and manage these issues associated with expansion into new verticals.

We may not be able to expand into new markets.

While a key part of our business strategy is to engage users in our existing markets, we also intend to expand our operations into new markets. In doing so, we may incur losses or otherwise fail to enter new markets successfully. Our expansion into new markets may place us in unfamiliar competitive environments and involve various risks, including competition, government regulation, the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years or at all. Many factors could negatively affect our ability to grow our user base and engagement, including if:

● we lose users to new market entrants and/or existing competitors;

● we do not obtain regulatory approvals necessary for expansion into new verticals, geographies or to launch new product features and tools;

● we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our platform;

● our platform experiences disruptions or outages;

● we suffer reputational harm to our brand including from negative publicity, whether accurate or inaccurate;

● we fail to expand geographically;



36

●Table weof ~~fail to offer new and competitive products, provide effective updates to our existing products or keep pace with technological improvements in our industry;~~Contents

●DEFI ~~technical~~DEVELOPMENT ~~or other problems frustrate the user experience;~~CORP.

●CONSOLIDATED weSTATEMENTS ~~are~~OF ~~unable~~CASH ~~to address user concerns regarding the content, privacy, and security of our digital platform;~~FLOWS

● we are unable to continue to innovate and improve our platform by generating compelling content and tools;


Year ended December 31 (in thousands)	2025		2024
Operating Activities
Net (loss) income	$	(73,788)	$	(2,727)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Digital assets received as revenue	(9,225)		—
Marketable securities received as revenue	—		(226)
Digital assets paid for expenses	259		—
Depreciation and amortization	1,045		307
Amortization of debt discount	1,679		—
Share-based compensation	1,674		413

Net loss (gain) on digital assets	26,994		—
Loss (gain) from derivative instruments	19,763		—
(Gain) from changes in fair value of contingent consideration	(179)		—
Net (gain) loss on investment activity	3,850		(114)
Loss on disposition of Janover Pro	1,958		—
Other	1,717		—
Changes in operating assets and liabilities:
Accounts receivable	(605)		(151)
Prepaid expenses	309		26
Other assets	(124)		(2)
Accounts payable and accrued expenses	5,883		(199)
Deferred revenue	787		258

Other liabilities	36		(3)
Net cash used in operating activities	(17,967)		(2,418)
Investing Activities
Purchase of digital assets	(216,673)		—
Proceeds from sale of digital assets	14,997		—
Settlement of option contracts	(17,404)		—
Proceeds from the settlement of convertible notes	1,750		—
Disposition of Janover Pro	(1,250)		—
Acquired intangible assets	(645)		—
Purchase of investments	(2,316)		—
Purchases of property and equipment	(2)		(23)
Net cash used in investing activities	(221,543)		(23)
Financing Activities
Repayments of short-term debt	(373)		—
Proceeds from convertible notes	148,913		—
Proceeds from issuance of common stock, net of offering costs	134,685		—
Proceeds from pre-funded warrants	53,737		—
Proceeds from warrant exercises	2		—
Proceeds from issuance of common stock under employee stock plans	94		1
Payment for prepaid forward stock purchase	(75,636)		—
Repurchase of common stock under repurchase program	(11,520)		(5)
Payments of offering costs	(6,989)		(114)
Net cash provided by (used in) financing activities	242,913		(118)
Net increase (decrease) in cash and cash equivalents	3,403		(2,559)
Cash and cash equivalents, at beginning of period	2,517		5,076
Cash and cash equivalents, at end of period	$	5,920	$	2,517

●See ~~existing~~the oraccompanying ~~new~~notes ~~financial services providers use incentives~~ to ~~directly~~the ~~cross-sell~~consolidated ~~their~~financial ~~products, reducing borrower benefits of using multiple providers; or~~statements.

● we are unable to successfully launch new verticals.

Our inability to overcome these challenges could impair our ability to engage users and could harm our business, operating results, and financial condition.

All of our revenues are presently generated by sales to customers in the commercial real estate industry, and factors that adversely affect that industry, or our customers within it, could also adversely affect us.

We expect that our commercial real estate industry customers will continue to account for a significant portion or all of our revenue for the foreseeable future. Demand for our solutions and services could be affected by factors that are unique to and adversely affect the commercial real estate industry and our customers within it. If the commercial real estate industry declines, our customers may decide not to renew their subscriptions, or they may cease using our value-added services to reduce costs to remain competitive. Higher interest rates may make it difficult or impossible for our customers to obtain financing and increase their cost of capital, which could negatively impact the demand for our platform and services, increase customer attrition, and impact our operating results. In addition, we could lose commercial real estate customers as a result of acquisitions or consolidations, bankruptcies or other financial difficulties facing our commercial real estate customers, new or enhanced legal or regulatory regimes that negatively impact the real estate industry, and conditions or trends specific to the commercial real estate industry such as the economic factors that impact the market.

Our SaaS business depends on existing customers renewing their subscriptions with us and expanding their use of our Value-Added Services, and a decline in either could adversely affect our operating results.

For us to maintain or increase our revenue and improve our operating results, it is important that our existing customers continue to use our core solutions, as well as continue to use and increase their adoption and utilization of our services. Our customers may not renew their subscriptions with us or continue to expand their adoption and utilization of our services or use our services at all for a variety of reasons, including macroeconomic pressures on the real estate market, competitive displacement, and reputational harm. If our existing customers do not renew their subscriptions and increase their adoption and utilization of our existing or newly developed value-added services, our revenue may increase at a slower rate than we expect and may even decline, which could adversely affect our financial condition and operating results. A reduction in the number of our existing customers, even if offset by an increase in new customers, could reduce our revenue and operating margins.

Our estimates of market opportunity are subject to significant uncertainty.

We determine the level of our investment in various aspects of our business, in part, based on our market opportunity estimates. Market opportunity estimates are subject to significant uncertainty, especially in a volatile economic environment, and are based on assumptions, including our internal analysis and industry experience. Assessing markets for SaaS subscription business solutions in the commercial real estate industry is particularly difficult due to a number of factors, including limited available information and rapid evolution of the industry and markets therein. If we do not accurately estimate our opportunities, we may fail to realize a return on our investment in various aspects of our business, which could lead to a failure to gain market share and negatively impact our long-term growth prospects.

The occurrence of natural disasters may adversely affect our business, financial condition and results of operations.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic diseases may adversely affect our business, financial condition or results of operations. The potential impact of a natural disaster on our results of operations and financial position is speculative and would depend on numerous factors. The extent and severity of these natural disasters determine their effect on a given economy. Although the long-term effect of diseases such as the COVID-19 “coronavirus,” H5N1 “avian flu,” or H1N1, the swine flu, cannot currently be predicted, previous occurrences of avian flu and swine flu had an adverse effect on the economies of those countries in which they were most prevalent. An outbreak of a communicable disease in our market could adversely affect our business, financial condition and results of operations, and timely reporting obligations under the current offering. We cannot assure you that natural disasters will not occur in the future or that our business, financial condition and results of operations will not be adversely affected.

Failure to maintain our reputation and brand recognition and attract and engage users cost-effectively would harm our business, financial condition, and results of operations.

To attract borrowers to our platform, convert these borrowers into matches with financial services partners and generate repeat visits, we must market our platform and maintain borrower trust. Promoting and maintaining our brand requires the expenditure of considerable money and resources for online and offline marketing and advertising, the continued provision of high-quality products and services that meet user needs, the ability to maintain borrowers’ trust, and the ability to successfully differentiate our brand, products, and services from those of our competitors.



			37

~~The strength~~Table of our brand may be harmed by adverse publicity from many sources. Adverse publicity and the potential corresponding impact on our reputation may be accelerated and amplified by the widespread use of social media platforms. Furthermore, adverse publicity, from legal proceedings against us or our business, including governmental proceedings and borrower class action or other litigation, or the disclosure of information from security breaches or other incidents, could negatively impact our reputation and our brand, which could materially and adversely affect our business and financial condition and results of operations. In addition, the actions of our third-party marketing partners who engage in advertising on our behalf could negatively impact our reputation and our various brands. The failure of our business to maintain or enhance its reputation and brand recognition and attract and retain borrowers cost-effectively could materially and adversely affect our business, financial condition and results of operations.Contents

~~If we~~DEFI ~~fail~~DEVELOPMENT ~~to manage our growth effectively, our costs and operating expenses may increase without corresponding increases in revenue, which would adversely affect our operating results~~CORP.

~~We have~~CONSOLIDATED ~~experienced,~~STATEMENTS ~~and~~OF ~~anticipate~~CASH that we will continue to experience, significant growth in the size, complexity, and diversity of our business. This growth has placed, and we expect that it will continue to place, a significant strain on our administrative, operational, and financial resources. Our future success depends, in part, on our ability to manage this growth effectively. For example, to grow our customer base and facilitate the continuous launch and refinement of our products and services we invest significantly in our sales, marketing, and product development organizations as well as software and systems to support the efficient operation of such organizations. There is no guarantee that these or similar investments to support our growth will be successful. If we are unable to manage our growth successfully and efficiently, it could result in increased costs and operating expenses without corresponding increases in revenue, which would adversely affect our operating results.FLOWS-CONTINUED

Damage to our reputation could negatively impact our business, financial condition, and results of operations.


Year ended December 31 (in thousands)	2025		2024
Supplemental Information of Cash Paid Information
Cash paid for interest	$	358	$	3
Income taxes paid (net of refunds received)	$	2	$	—

Supplemental Schedule of Non-cash Investing and Financing Activities
Common stock issued for asset acquisition	$	3,000	$	—
Debt securities purchased with digital assets	$	18,458	$	—
Digital assets received for settlement of debt securities	$	11,040	$	—
Marketable securities received for settlement of debt securities	$	770	$	—
Digital asset financing arrangement borrowings	$	172,034	$	—
Repayments of digital asset financing arrangements	$	82,127	$	—
Digital assets received from convertible notes and warrants	$	42,912	$	—
Warrant dividend distribution	$	10,332	$	—
Digital assets received from common stock issuances	$	3,150	$	—
Conversion of convertible notes to common stock	$	22,472	$	—
Common stock issuance in connection with equity line of credit commitment fee	$	6,247	$	—
Financing of prepaid insurance premiums	$	516	$	—
Issuance of common stock for prepaid and accrued services	$	—	$	4

~~Our reputation~~See ~~and~~ the ~~quality~~accompanying ofnotes ~~our brand are critical~~ to our business and success in existing markets and will be critical to our success as we enter new markets. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy. Also, there has been a marked increase in the ~~use~~consolidated offinancial social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested personsstatements. The availability of information on social media platforms is virtually immediate as is its impact. The information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording us an opportunity for redress or correction.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats. We assess risks from cybersecurity threats against our information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats.

Following these risk assessments, we evaluate whether and how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. IT leadership reports to our CEO and CFO to manage the risk assessment and mitigation process. We monitor and test our safeguards and train our employees on these safeguards, in collaboration with human resources, IT, and management. We promote a company-wide culture of cybersecurity risk management. This ensures that the senior management are kept abreast of the cybersecurity posture and potential risks faced by the Company. We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing during the financial year ended December 31, 2024.



38

~~Governance~~Table of Contents

~~Our board~~NOTE of1—OVERVIEW ~~directors~~AND isSIGNIFICANT ~~responsible~~ACCOUNTING for monitoring and assessing strategic risk exposure. Our board of directors administers its cybersecurity risk oversight function directly as a whole, as well as through the audit committee. Our executive management will update the Audit Committee on cybersecurity risks on a periodic basis, with a minimum frequency of once per yearPOLICIES

~~ITEM 2. PROPERTIES~~OVERVIEW

WeDeFi doDevelopment ~~not~~Corp. ~~own~~(“DeFi ~~any~~Dev", ~~real~~the ~~property.~~“Company”, ~~Our~~"we", ~~executive offices~~"our", ~~are~~"us") ~~located~~is ata ~~6401~~company ~~Congress~~focused ~~Avenue,~~on ~~Suite~~building ~~250,~~and ~~Boca~~managing ~~Raton,~~a ~~Florida,~~digital ~~33487.~~asset Wetreasury ~~lease~~centered ~~our~~on ~~office~~the ~~space~~Solana ~~from~~blockchain aecosystem. ~~third~~We ~~party~~also ~~under a~~provide ~~lease~~an ~~agreement~~online platform that ~~commenced~~connects onthe ~~April~~commercial 1,real ~~2022,~~estate industry by providing data and ~~expires~~software onsubscriptions ~~March~~as ~~31,~~well ~~2026,~~as ~~with~~value-add aservices ~~monthly~~to ~~base~~multifamily ~~rent~~and ~~averaging~~commercial ~~approximately~~property ~~$4,700~~professionals.

~~ITEM 3.~~Change ~~LEGAL~~of ~~PROCEEDINGS~~ Control

~~There are~~On noApril 4, ~~material~~2025, ~~proceedings~~Blake toJanover, ~~which~~then ~~any~~Chief ~~director~~Executive orOfficer ~~officer~~and Chairman of DeFi Development Corp. (formerly Janover Inc.), orentered ~~any~~into ~~associate~~a ofStock ~~any~~Purchase ~~such~~Agreement ~~director~~(“Purchase orAgreement”) ~~officer~~with DeFi Dev LLC, isa Delaware limited liability company, and 3277447 Nova Scotia Ltd, a ~~party~~corporation ~~that~~formed isunder ~~adverse to~~the ~~our~~laws ~~Company~~of orNova ~~any~~Scotia, Canada (“NS Corp”) to sell 5,100,424 shares of ~~our~~common ~~subsidiaries~~stock, orwith ~~has~~each ashare ~~material~~of ~~interest~~common ~~adverse~~stock entitled to ~~our~~one vote per share and representing approximately 51.0% of the Company’s or9,999,248 ~~any~~issued and outstanding shares of ~~our~~common ~~subsidiaries.~~stock Noand ~~director~~10,000 ~~or executive~~shares ~~officer~~of ~~has~~Series ~~been~~A apreferred ~~director~~stock orof ~~executive~~the ~~officer~~Company, with each share of ~~any~~Series ~~business~~A ~~which~~preferred ~~has~~stock ~~filed~~entitled ato ~~bankruptcy~~10,000 ~~petition~~votes orper ~~had~~share aon ~~bankruptcy petition~~all ~~filed~~matters ~~against~~entitled itto ~~during~~be voted upon by the ~~past~~common ~~ten~~stock ~~years.~~unless Nootherwise ~~current~~prohibited ~~director~~by orlaw. ~~executive~~DeFi ~~officer~~Dev ~~has~~LLC ~~been~~and ~~convicted~~NS ofCorp awere ~~criminal~~previously ~~offense or~~unaffiliated isparties to the ~~subject~~Company. DeFi Dev LLC purchased 412,041 shares of acommon ~~pending~~stock ~~criminal~~and ~~proceeding~~5,500 ~~during~~shares ~~the~~of ~~past~~Series ~~ten~~A ~~years~~preferred stock for $2.3 Nomillion ~~current~~utilizing ~~director~~funds orcontributed ~~executive~~by ~~officer~~its ~~has~~managing ~~been~~member ~~the~~and ~~subject~~ other members. A portion of ~~any~~the ~~order,~~funds ~~judgment~~for orthe ~~decree~~purchase of ~~any~~shares ~~court~~by ~~permanently~~DeFi orDev ~~temporarily~~LLC ~~enjoining,~~came ~~barring,~~from ~~suspending~~a orloan ~~otherwise~~from ~~limiting~~Joseph ~~his~~Onorati, ~~involvement in~~current ~~any~~Chief ~~type~~Executive Officer of ~~business~~DeFi Dev. NS Corp purchased 316,591 ~~securities~~shares orof ~~banking~~common ~~activities~~stock ~~during~~and ~~the~~4,500 ~~past~~shares ~~ten~~of ~~years.~~Series NoA ~~current~~preferred ~~director~~stock orfor ~~officer~~$1.7 ~~has~~million ~~been~~utilizing ~~found~~funds contributed by a ~~court~~its tocontrolling ~~have~~stockholder. ~~violated~~The aaggregate ~~federal~~purchase orprice ~~state~~was ~~securities~~$4.0 ormillion. ~~commodities~~The ~~law~~transactions ~~during~~under the ~~past~~Purchase ~~ten~~Agreement ~~years~~constituted a change in control of the Company.

~~From time~~The tochange ~~time~~of control is considered a business combination under Accounting Standards Codification Topic 805, weBusiness ~~may~~Combinations ~~become~~("ASC ~~involved~~805"), inwith ~~various~~DeFi ~~lawsuits~~Dev LLC and ~~legal~~NS ~~proceedings~~Corp ~~which~~identified ~~arise~~as in the ~~ordinary~~accounting ~~course~~acquirer ofand ~~business~~us the acquiree. ~~Litigation is~~We ~~subject~~have elected not to ~~inherent~~apply ~~uncertainties~~pushdown accounting as allowed under ASC 805 which is irrevocable once elected. As a result, our assets and anliabilities ~~adverse~~continue ~~result~~to inbe ~~these~~presented orat ~~other~~historical ~~matters~~carrying ~~may~~amounts ~~arise~~and ~~from~~no ~~time~~fair tovalue ~~time~~adjustments ~~that~~or ~~may~~goodwill ~~harm~~were recorded in our ~~business~~consolidated financial statements.

~~ITEM 4.~~SIGNIFICANT ~~MINE~~ACCOUNTING ~~SAFETY DISCLOSURES~~ POLICIES

~~Not~~Basis ~~applicable.~~of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of DeFi Dev and its wholly owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.

Reclassifications

Reclassifications have been made to prior periods to conform to classifications used in the current period. Such reclassifications had no effect on previously reported results.

Revision of Unaudited Consolidated Financial Information

During the preparation of the Company’s annual financial statements, management identified errors in the calculation of earnings-per-share (“EPS”) in our previously issued unaudited condensed consolidated financial statements as of and for the three and nine month ended September 30, 2025. See Note 2—Revision of Interim Financial Information (Unaudited) for further discussion.

Change in Operating Segments

In the second quarter of 2025, management re-evaluated our segment reporting structure and determined that we now operate in two reportable segments. Historically, we operated as a single operating segment focused



			39

~~PART II~~Table of Contents

~~ITEM~~on 5our real estate technology platform. ~~MARKET~~The ~~FOR~~change ~~REGISTRANT’S~~in ~~COMMON~~reportable ~~EQUITY,~~segments ~~RELATED~~had ~~STOCKHOLDER~~no ~~MATTERS~~effect ~~AND~~on ~~ISSUER~~previously ~~PURCHASES OF~~reported ~~EQUITY~~results. ~~SECURITIES~~See Note 5—Segments for further discussion.

~~Market Information~~Stock Splits

~~Our~~Effective ~~common~~ December 30, 2024, we had a one-for-eight reverse stock issplit ~~traded~~of the Company's common stock. Additionally, on May 6, 2025, our Board of Directors approved a seven-for-one forward stock split of the ~~Nasdaq~~Company's ~~Capital~~common ~~Market~~stock ~~under~~to shareholders of record as of the ~~symbol~~close ~~“JNVR”~~of business on May 19, 2025. All share, per share data and related pricing have been adjusted to reflect the previously mentioned stock splits for all periods presented.

~~Holders~~Treasury Stock

AsWe ofaccount ~~March 27~~for repurchased shares in accordance with Accounting Standards Codification Topic 505-30, ~~2025~~Treasury Stock ("ASC 505") using the cost method, ~~there~~under ~~were~~which 2the acquired shares are recorded at the cost paid to reacquire the shares,~~740~~ ~~holders~~which includes brokerage commissions and other direct transaction costs. Treasury stock is presented as a reduction of ~~record~~total stockholder’s equity. Repurchased shares are not considered outstanding for purposes of ~~our~~EPS ~~common~~calculations ~~stock~~from the date of repurchase. See Note 11—Stockholders’ Equity for further discussion.

~~Dividends~~Use of Estimates

~~We have~~The ~~never~~preparation ~~declared~~of orour ~~paid~~consolidated ~~cash~~financial ~~dividends~~statements onin ~~our~~conformity ~~capital~~with ~~stock~~U.S. WeGAAP ~~currently~~requires ~~intend~~management to ~~retain~~make ~~all~~estimates ofand ~~our~~assumptions ~~future~~that ~~earnings,~~affect ifthe ~~any,~~reported ~~to finance~~amounts ~~the~~of ~~growth~~assets, liabilities and ~~development~~disclosure of ~~our~~contingent ~~business.~~assets Inand ~~addition,~~liabilities and the ~~terms~~reported amounts of ~~any~~revenue ~~future~~and ~~debt~~expenses ~~agreements~~during the reported period. Actual results may ~~preclude~~differ ussignificantly from ~~paying dividends~~these estimates and assumptions. AsOur amost ~~result,~~significant ~~capital~~estimates ~~appreciation,~~and ifassumptions ~~any~~relate to valuation of financial instruments, valuation of share-based compensation and our ~~shares~~valuation ofallowances ~~common~~on ~~stock~~deferred ~~will~~taxes. beManagement ~~your~~evaluates ~~sole~~these ~~source~~estimates ofand ~~gain~~assumptions ~~for~~on an ongoing basis using the ~~foreseeable future~~most current information available and changes are made in the period they are known.

~~Unregistered Sales~~Fair ofValue ~~Equity Securities~~Measurements

~~Not applicable~~We determine fair value measurements for certain assets and liabilities in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements ("ASC 820"), which defines fair value as the exit price that would be received to sell an asset or paid to transfer a liability in an ordinary transaction between market participants. ASC 820 establishes a framework for valuation techniques, prioritized by reliability, according to the following tiers:

Securities Authorized for Issuance Under Equity Compensation Plans


Level 1			Unadjusted quoted prices in active markets for identical assets and liabilities
Level 2			Quoted prices for similar assets and liabilities in active markets; quoted prices for similar or identical assets and liabilities in markets that are not active; valuation models in which all significant inputs are derived from observable market data
Level 3			Unobservable valuation model inputs for assets and liabilities such as discounted cash flow models or similar techniques; inputs for fair value instruments; includes assumptions and may require significant judgment and estimation by management

~~See Item~~We 11use ofthis ~~Part~~framework ~~III~~to measure the fair value of ~~this~~certain ~~Annual~~financial ~~Report~~instruments ~~regarding~~on ~~information~~a ~~about~~recurring basis, such as our cash and cash equivalents, debt securities, ~~authorized~~marketable securities, digital assets pledged as collateral, digital assets at fair value, digital asset financing arrangements, as well as on a non-recurring basis for ~~issuance~~our ~~under~~acquisitions and impairment testing on our ~~equity~~property ~~compensation plans~~and equipment, intangible assets and digital assets, at carrying value, convertible notes and pre-funded warrants. We also use this framework for disclosure purposes related to certain items, such as debt and our off-balance sheet transactions. See Note 15—Fair Value Measurements for further discussion.

~~ITEM 6.~~Cash ~~RESERVED~~and Cash Equivalents

~~Not applicable~~Our cash and cash equivalents consist of money market and demand deposit accounts held at various financial institutions and at digital asset platforms. The carrying amounts of our cash and cash equivalents approximate their fair value.



40

~~ITEM 7.~~Table ~~MANAGEMENT’S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the SEC.Stablecoins

~~Overview~~Stablecoins are digital assets that are backed by reserves secured through demand deposits, cash equivalents, or other highly liquid assets and are redeemable for the underlying fiat currency on a one-to-one basis. We consider stablecoins to be financial instruments and have elected the fair value option under Accounting Standards Codification Topic 825, Financial Instruments (“ASC 825”). Under ASC 825, this election is irrevocable, unless a new election date occurs. Stablecoins are initially record at cost, within Other assets as stated on our Consolidated Balance Sheets, and are then subsequently remeasured at fair value, as of each balance sheet date with changes from remeasurement recognized in earnings. The fair value of stablecoins is determined using Level 1 inputs, as defined by ASC 820 and account for changes from remeasurement within Net loss (gain) on digital assets, as stated on our Consolidated Statements of Operations.

~~Janover is~~Deferred anOffering AI-powered online platform that connects the commercial real estate industry by providing data and software subscriptions as well as value-add services to multifamily and commercial property professionals as we connect the increasingly complex ecosystem that stakeholders have to manage. We provide 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.Costs

We ~~currently~~incur ~~serve~~offering ~~hundreds~~costs ofin ~~thousands~~connection with the issuance of ~~web~~equity ~~users~~instruments. ~~annually,~~We ~~including multifamily~~evaluate and ~~commercial~~account ~~property~~for ~~owners~~offering ~~and~~costs ~~developers~~in ~~applying~~accordance ~~for~~with ~~billions~~Accounting ofStandards ~~dollars~~Codification ofTopic ~~debt~~340, ~~financing~~Other ~~per~~Assets ~~year,~~and ~~professional~~Deferred ~~service providers~~Costs (“ASC 340”). Under ASC 340-10-S99-1, ~~and~~or ~~thousands~~SEC ofStaff ~~multifamily~~Accounting ~~and~~Bulletin ~~commercial~~Topic ~~property~~5.A ~~lenders~~(“SAB ~~including~~5.A), ~~more~~incremental ~~than~~offering ~~10%~~costs directly attributable to a proposed or actual offering of equity instruments may be deferred and charged against the ~~banks~~gross inproceeds ~~America,~~of ~~credit~~such ~~unions~~offerings. Accordingly, ~~REITs,~~ ~~debt~~costs ~~funds,~~incurred ~~Fannie~~related ~~Mae®~~to ~~and~~ongoing ~~Freddie~~equity ~~Mac®~~offerings ~~multifamily~~are ~~lenders,~~included ~~FHA~~within ~~multifamily~~Deferred ~~lenders~~offering costs, ~~commercial~~as ~~mortgage-backed~~stated ~~securities (“CMBS”)~~on ~~lenders~~our Consolidated Balance Sheets, ~~Small~~and ~~Business~~are ~~Administration~~ratably ~~(“SBA”)~~applied ~~lenders~~to the cost of the equity offerings as each is issued. If an equity offering is subsequently terminated, ~~and~~the ~~more~~remaining unallocated portion of the deferred offering costs are charged to earnings in the period such offering is terminated.

~~We have~~Digital developed an AI-enabled, B2B fintech platform that connects commercial borrowers and lenders, with a human touch. Commercial property owners, operators, and developers can quickly create an account on our platform, chat with our AI, set up their own profile and submit and manage loan requests on their dashboard in a digital experience. Our algorithms automatically match borrowers to their best loan option(s) or to our internal capital markets advisors (inbound sales team) that guide the borrower through the process and connect them with the right loan product and lender. Originators that work at commercial real estate mortgage lenders can log in and use their lender portal to view, sort, and engage with their new matches in real-time and communicate with the borrowers, tracking their loans right through our portal; they can setup the types of deals they are looking for as well. Our capital markets advisors have their own interface that gives them access to targeted loan opportunities, market intelligence, and data empowering them to better assist borrowers in managing their choices, leading to the best possible outcomes for both lenders and borrowers while building trust, all of which enhances our brand.Assets

WeDigital ~~currently~~assets ~~have~~are ~~two~~considered ~~different~~intangible ~~customer~~assets ~~segments:~~under ~~lenders~~Accounting Standards Codification Subtopic 350-60, Intangibles—Goodwill and ~~borrowers. Borrowers~~Other—Crypto ~~include~~Assets (~~but~~"ASC ~~are~~350-60"). ~~not~~Under ~~limited~~ASC ~~to)~~350-60, ~~owners~~digital assets that meet the definition of intangible assets, ~~operators~~among other criteria, are initially recorded at cost and ~~developers~~are then subsequently remeasured at fair value, as of ~~commercial~~the ~~real~~balance ~~estate~~sheet ~~including~~date ~~multifamily~~with ~~properties~~ changes from remeasurement recognized in earnings. The fair value for digital assets that are unrestricted ("liquid") and ~~most~~freely ~~recently~~tradable are determined using Level 1 inputs as defined in ASC 820. Conversely, afair ~~growing~~value ~~segment~~for ofdigital ~~small~~assets ~~business~~that ~~owners~~are restricted (~~which~~"locked") wedue ~~believe~~to ~~represents~~vesting aschedules ~~significant~~or ~~growth~~contractual ~~opportunity).~~restrictions ~~Lenders include~~are ~~banks,~~determined ~~credit~~based ~~unions,~~on ~~REITs,~~Level ~~Fannie~~1 ~~Mae®~~inputs ~~and~~adjusted ~~Freddie~~for ~~Mac®~~the ~~multifamily~~impact ~~lenders,~~of ~~FHA®~~such ~~multifamily~~restrictions ~~lenders~~based on Level 2 inputs, ~~debt~~in ~~funds~~accordance with ASC 820. We account for changes from remeasurement within Net loss (gain) on digital assets, ~~CMBS~~ ~~lenders~~as ~~and~~stated ~~SBA~~on ~~lenders~~our Consolidated Statements of Operations.

~~Our~~Digital ~~business~~assets ~~model~~that ~~includes~~we ~~earning~~hold athat ~~transaction fee~~do not meet the criteria under ASC 350-60 are accounted for as intangible assets with indefinite useful lives and are initially recorded at cost and are not amortized but instead are tested for impairment at least annually, or ~~platform~~more ~~fee~~frequently, ~~each~~if ~~time~~events aor ~~loan~~changes ~~closes~~in ~~with~~circumstances aindicate ~~lender~~that ~~through~~it ~~our~~is ~~platform~~more likely than not that the asset is impaired. WeAs such, these digital assets are ~~either~~reflected ~~paid~~in aour ~~share~~Consolidated Balance Sheets, at cost net of ~~the~~any ~~revenue~~impairments ~~from~~within ~~the~~Digital ~~transaction by~~assets, ~~the~~at ~~lender~~carrying ~~and/~~value. We evaluate impairments on these digital assets on at least an annual basis, or ~~receive~~more ~~some~~frequently ~~fixed~~if ~~sum~~events or changes in ancircumstances ~~amount~~occur weand ~~negotiate~~use ~~from~~Level ~~the~~1 ~~borrower.~~inputs, Weunadjusted ~~are~~quoted ~~generally~~prices ~~paid~~in byactive markets, for the ~~lender~~fair orvalue ~~the~~to ~~borrower and~~determine ~~are~~if ~~paid~~an byimpairment ~~both~~has ~~sometimes~~occurred. ~~Our~~ ~~average~~If ~~fee~~unadjusted ~~earned~~quoted ~~per~~prices ~~transaction~~in isactive ~~approximately~~markets 1%for ofour digital assets are lower than the ~~loan~~carrying ~~amount~~value ~~generally~~recorded, ~~earned~~then at we will record an impairment charge equal to the ~~time~~difference ofbetween ~~closing~~the carrying value and the fair value. WeImpairment docharges ~~not~~are ~~make~~recognized ~~loans~~within orNet ~~share~~loss ~~risk~~(gain) ~~with~~on ~~the~~digital ~~lenders~~assets, ~~with~~as ~~whom~~stated weon ~~conduct~~our ~~business~~Consolidated ~~with~~Statements of Operations.

~~The Company~~When ~~derives~~we ~~its~~receive ~~revenue~~digital ~~primarily~~assets ~~from~~earned ~~platform~~on ~~fees~~external ~~and~~staking ~~subscription~~platforms ~~revenue.~~or ~~Platform~~from ~~fees~~operating ~~include referral~~ and ~~advisory~~managing ~~fees~~validator ~~generated from~~nodes, ~~multifamily~~we ~~and~~will ~~commercial~~initially ~~real~~record ~~estate~~them ~~and~~at ~~small~~fair ~~business~~value ~~debt~~on ~~transactions.~~the ~~Revenue~~date isthe ~~recognized~~digital ~~when~~assets ~~performance~~are ~~obligations under~~received. Upon the ~~terms~~disposal of adigital ~~contract~~assets, ~~with~~any agains ~~customer~~or losses are ~~satisfied~~recognized ~~and~~in ~~the~~Net ~~promised~~loss ~~services~~(gain) ~~have~~on ~~been~~digital ~~transferred~~assets, toas ~~the~~stated ~~customer.~~on ~~The~~our ~~Company’s services~~Consolidated ~~are~~Statements ~~generally~~of ~~transferred~~Operations, toand ~~the~~are ~~customer~~calculated atas athe ~~point~~difference inbetween ~~time,~~the ~~which~~selling isprice ~~when~~and ~~the~~our ~~underlying~~carrying ~~lending~~value, ~~transaction~~using ~~has~~the ~~closed~~specific ~~and successfully~~identification ~~funded~~method. ~~The~~See ~~Company~~Note ~~may~~6—Digital ~~act~~Assets ~~as an agent~~ for ~~both~~further ~~lenders and borrowers~~discussion.

~~Our~~Intangible data and software offerings are generally offered on a subscription basis as software as a service (“SaaS”). Janover provides data, transparency, and tools, generally as annual software subscriptions, to help stakeholders navigate the most complex components of the multifamily and commercial property lifecycles – debt (Janover Pro, Janover Capital Markets), insurance (Janover Insurance), equity (Janover Connect, Janover Engage), and technology (Janover AI).Assets

●We ~~Janover~~account ~~Pro,~~for ~~which~~finite-lived ~~was~~intangible ~~launched~~assets in ~~2024,~~accordance iswith ~~our~~Accounting ~~flagship~~Standards ~~offering~~Codification ~~and~~Topic ~~the~~350, ~~leading~~Intangibles ~~online~~("ASC ~~SaaS~~350"). ~~marketplace~~Under ~~for~~ASC ~~multifamily~~350, ~~and~~finite-lived ~~commercial~~intangible ~~real~~assets ~~estate~~are ~~loans~~amortized ~~providing~~and anconsist ~~online~~of ~~matchmaking~~our ~~service where borrowers or brokers can shop their loans~~validators, ~~and~~developed ~~lenders~~technology ~~can provide financing~~ and ~~find~~customer ~~more new opportunities~~database. ~~Our~~These ~~customer~~intangible ~~pays~~assets ~~for subscriptions which~~ are ~~generally~~amortized on ~~annual~~a ~~contracts,~~straight-line ~~and~~basis weover ~~generate~~their ~~revenue~~estimated ~~from~~useful ~~SaaS~~life. ~~subscription~~We ~~fees,~~periodically ~~which~~review ~~are recognized over time, throughout~~ the ~~term~~appropriateness of the ~~customer~~estimated ~~contract.~~useful life

● Janover Connect, formerly known as Groundbreaker and was acquired in 2023, is a SaaS platform to help real estate owners, operators, and developers raise capital and manage their investors. The platform streamlines the capital raising process by providing a professional investor portal where potential investors can analyze opportunities, sign documents, make investments, and track their investment portfolios. This real estate syndication software and investor portal primarily derives its revenue from SaaS subscription fees, which are recognized over time, throughout the term of the customer contract.

● Janover Insurance was launched in 2024. This Insurtech subsidiary derives revenue from subscriptions pertaining to annual insurance premium commissions received, which are recognized at the start of the annual term, when the insurance coverage is bound.



			41

●Table Janover Engage, which is our equity marketplace, was launched in 2024. Janover Engage is a SaaS platform designed to connect real estate owners, operators, and sponsors raising capital using Reg D 506(c) with potential accredited investors. Janover Engage provides general partners (“GPs”) tools to market their offering and a platform on which to showcase it, making it easier for them to raise capital, build their pipeline, and focus on their next deal. Revenue is derived from the SaaS subscription fees, which are recognized over time, throughout the term of ~~the customer contract.~~Contents

●of ~~Janover~~our ~~AI,~~finite-lived ~~which~~intangible ~~was~~assets. ~~also launched in 2024~~Additionally, ~~represents~~we ~~the~~will ~~next~~evaluate ~~frontier~~these inassets ~~leveraging~~for ~~technology~~impairments towhenever ~~optimize~~events ~~the~~or ~~real~~circumstances ~~estate~~indicate ~~lifecycle. We have developed a generative AI SaaS platform~~ that ~~is trained on and programmed to understand~~ the ~~nuances~~carrying ofamount ~~multifamily~~may ~~and~~not ~~commercial property capital markets, from debt, to equity, to operations. The revenue derived from these SaaS subscriptions will~~ be ~~recognized~~recoverable over the ~~term~~remaining life of the ~~SaaS agreement~~asset.

InWe ~~fiscal~~have ~~2025,~~an weindefinite-lived ~~will~~intangible ~~continue~~asset toand ~~focus~~account onfor ~~transitioning from~~it ~~transactional~~in ~~platform~~accordance ~~fee~~with ~~revenue~~ASC to350. ~~the~~Under ~~more~~ASC ~~predictable~~350, ~~and~~the ~~profitable~~indefinite-lived ~~recurring~~intangible ~~subscription~~asset ~~revenue.~~is Atnot ~~December~~amortizable ~~31,~~and ~~2024~~consists of our ~~annual~~ ~~recurring~~domain ~~revenue~~name. ~~run~~Our indefinite-~~rate~~lived ~~reached~~intangible ~~approximately~~asset ~~$812,000,~~is ~~compared~~tested tofor ~~approximately~~impairment ~~$276,000~~at inleast ~~the~~annually ~~prior~~or ~~year,~~whenever events or circumstances indicate an ~~increase~~impairment ~~of 194%.~~may Ashave ofoccurred. ~~December~~If ~~31,~~we ~~2024~~determine ~~and~~that ~~2023,~~the ~~there~~fair ~~was~~value ~~approximately~~is ~~$341,000~~lower ~~and~~than ~~$83,000~~the incarrying ~~deferred~~value ~~revenue~~recorded, ~~respectively,~~then ~~the~~it ~~majority~~is ~~of which~~more islikely ~~pertaining~~than tonot ~~these~~that ~~SaaS~~our ~~fees~~domain ~~received~~name inis ~~advance.~~impaired, ~~The~~and ~~revenue~~we will berecord ~~recognized~~a ~~over~~charge equal to the ~~remaining~~difference ~~term~~between ofthe carrying value and the ~~SaaS~~fair ~~agreements in~~value ~~fiscal~~within ~~2025~~Depreciation and ~~beyond~~amortization, as stated on our Consolidated Statements of Operations, unless stated separately.

~~Strategy~~See Note 8—Goodwill and Intangible Assets for further discussion.

~~In 2025,~~Goodwill we will continue to better connect the commercial real estate industry by building tools that reduce frictions in transactions and that provide broader access to better data than entrenched incumbents. Our priorities are as follows:

4.Goodwill ~~Scale~~is ~~annual~~calculated ~~recurring~~as ~~revenue~~the ~~(“ARR”)~~excess -of the purchase price of an acquisition over the identifiable net assets acquired. We ~~plan~~account tofor ~~build~~goodwill ~~our~~in ~~sales~~accordance with Accounting Standards Codification Topic 350, Intangibles—Goodwill and ~~outbound~~Other. ~~marketing~~Under ~~capabilities~~ASC 350, it is not subject to ~~increasingly~~amortization ~~focus~~but onis ~~selling~~instead ~~profitable~~tested ~~subscription~~at ~~services~~least onannually ~~annual~~for ~~and~~impairment ~~multi-~~at the reporting unit level. We test for goodwill impairment in the fourth quarter of each fiscal year ~~contracts~~or whenever events or circumstances indicate an impairment may have occurred. ~~Making~~ASC ~~revenue~~350 permits us to first assess qualitative factors, to determine whether it is necessary to perform a quantitative impairment test for our reporting units. The quantitative impairment test is required only if we conclude that it is more ~~predictable~~likely than not that the reporting unit's fair value is less than its carrying amount. We will perform the quantitative test, if necessary, using Level 2 and ~~aligning~~Level ~~our~~3 ~~incentives~~inputs ~~with~~including, ~~those~~among other models, the discounted future cash flows method to determine the fair value. If the fair value of ~~our~~the ~~customers~~reporting unit exceeds the carrying amount then goodwill is considered not to be impaired. However, if the carrying value amount of the reporting unit exceeds the fair value then an impairment charge is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. See Note 8—Goodwill and Intangible Assets for further discussion.

5.Derivative Expand net revenue retention (“NRR”) - The most important thing to do is to listen to the customer and to solve their problems. By focusing on NRR as a core metric, it forces us to concentrate on our customers needs and offer additional products. We can measure attrition and expansion revenue with NRR which will gauge the level of our success.Instruments

6.We ~~Expand~~primarily ~~average~~enter ~~contract~~into ~~values~~two ~~(“ACV”)~~types -of Wederivative ~~have~~instruments, ~~the~~digital ~~opportunity~~asset tofinancing ~~expand~~arrangements ~~ACVs~~and option contracts. We evaluate and ~~average~~account ~~deal~~for ~~size~~these byderivative ~~focusing~~instruments onunder ~~where~~Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815"). Under ASC 815 we are ~~able~~required to ~~drive~~recognize ~~the~~derivatives ~~most~~as ~~value~~either assets or liabilities on our Consolidated Balance Sheets. Derivatives are recorded initially and ~~create~~subsequently ~~even~~at ~~more~~fair value., Bywith ~~focusing~~changes recognized in earnings within (Loss) gain from derivative instruments as stated on ~~creating~~our ~~more~~Consolidated ~~value~~Statements ~~per~~of ~~touch~~Operations, weas ~~naturally~~our ~~will~~derivatives ~~expand~~are ~~ARR~~not designated and ~~NRR~~do not qualify for hedge accounting. See Note 10—Derivatives for further discussion.

~~All of this will be done by continuing to:~~Revenue

1.We ~~Hire~~recognize ~~high~~revenue in accordance with the five-~~performing~~step ~~and~~model ~~aligned~~outlined ~~personnel~~in toAccounting ~~help~~Standards Codification Topic 606—Revenue from Contracts with Customers ("ASC 606"). This model helps us ~~execute~~identify the contract we have with our customers, identify the performance obligation in the contract, determine the transaction price, allocate the transaction price to the performance obligation and recognize revenue as the performance obligation is satisfied. We earn revenue from our digital asset treasury strategy and by providing our real estate platform and products to customers. See Note 3—Revenue for further discussion.

2.Cost ~~Invest~~of ~~in our platform and technology.~~Revenue

3.Cost ~~Cultivate~~of arevenue ~~culture~~represents ofcosts ~~creativity,~~directly ~~hard~~related ~~work,~~to ~~innovation,~~our ~~curiosity~~products and services and include direct software costs, hosting fees and ~~community~~fees associated with operating our own validator nodes and excludes depreciation and amortization expense. These are expensed when incurred.

~~Economic and~~Sales ~~Market Risks~~ and ~~Uncertainties in Our Business Model~~Marketing

~~We may~~Sales beand ~~negatively~~marketing ~~impacted~~includes byemployee-related ~~periods of economic downturns~~costs, ~~recessions,~~consisting ~~and~~of ~~disruptions~~wages ~~in the capital markets, credit~~ and ~~liquidity issues in the capital markets~~salaries, ~~including international~~commissions, ~~national,~~share-based ~~regional~~compensation ~~and~~expense ~~local markets, tax~~ and ~~regulatory~~costs ~~changes~~related ~~and~~to ~~corresponding declines~~advertising infor the ~~demand~~promotion ~~for~~of ~~commercial~~our ~~real~~products ~~estate investment~~ and ~~related~~ services. ~~Historically,~~These ~~commercial~~are ~~real~~expensed ~~estate~~when ~~markets~~incurred ~~and, in~~unless ~~particular,~~recognition ~~the~~or ~~U.S.~~measurement ~~commercial~~is ~~real~~governed ~~estate~~by ~~market,~~other ~~have~~applicable ~~tended~~U.S. ~~to be cyclical and related to the flow of capital to the sector~~GAAP, ~~the condition~~such ~~of the economy~~ as ashare-based ~~whole and the perceptions and confidence of market participants to the economic outlook~~compensation. ~~Cycles~~Advertising inexpense ~~the real estate markets may lead to similar cycles~~ in ~~our~~2025 ~~earnings~~ and ~~significant~~2024 ~~volatility~~was in$703.6 ~~our~~thousand ~~stock~~and ~~price~~$125.0 ~~Further real estate markets may “lag” behind the broader economy such that even when underlying economic fundamentals improve in a given market~~thousand, ~~additional time may be required for these improvements to translate into strength in the real estate markets~~respectively. ~~The “lag” may be exacerbated when banks delay their resolution of commercial real estate assets whose values are less than their associated loans.~~

Negative economic conditions, changes in interest rates, credit and the availability of capital, both debt and/or equity, disruptions in capital markets, the uncertainty of the tax and regulatory environment or declines in the demand for commercial real estate investment and related services in international and domestic markets or in significant markets in which we do business, have had and could have in the future a material adverse effect on our business, results of operations and/or financial condition. In particular, the commercial real estate market is directly impacted by (i) the lack of debt and/or equity financing for commercial real estate transactions, (ii) increased interest rates and changes in monetary policies by the U.S. Federal Reserve, (iii) changes in the perception that commercial real estate is an accepted asset class for portfolio diversification, (iv) changes in tax policy affecting the attractiveness of real estate as an investment choice, (v) changes in regulatory policy impacting real estate development opportunities and capital markets, (vi) slowdowns in economic activity that could cause residential and commercial tenant demand to decline, and (vii) declines in the regional or local demand for commercial real estate, or significant disruptions in other segments of the real estate markets could adversely affect our results of operations. Any of the foregoing would adversely affect the operation and income of commercial real estate properties.

These and other types of events could lead to a decline in transaction activity as well as a decrease in property values which, in turn, would likely lead to a reduction in financing fees relating to such transactions. These effects would likely cause us to realize lower revenues. Such declines in transaction activity and value would likely also significantly reduce our financing activities and revenues.

Fiscal uncertainty, significant changes and volatility in the financial markets and business environment, and similar significant changes in the global, political, security and competitive landscape, make it increasingly difficult for us to predict our revenue and earnings into the future. As a result, any revenue or earnings projections or economic outlook which we may give may be materially affected by such events. Fiscal 2024 was one of the most challenging years for the commercial real estate industry.



42

~~Seasonality~~Table of Contents

~~Traditionally, the~~Research ~~commercial real estate market is seasonal in nature, with the first~~ and fourth fiscal quarters being more active than the second and third fiscal quarters. However, during fiscal 2024 the commercial real estate market was less seasonal due to the significant macroeconomic pressures in the commercial real estate market.Development

~~Recent Developments~~Research and development includes employee-related costs, consisting of wages and salaries and share-based compensation expense and 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. These are expensed when incurred unless recognition or measurement is governed by other applicable U.S. GAAP, such as share-based compensation.

~~ATM Offering~~General and Administrative

OnGeneral ~~August~~and 1,administrative ~~2024,~~includes ~~the~~corporate ~~Company entered into an At~~employee-~~the-Market~~related ~~Offering Agreement (the “ATM Sales Agreement”) with R.F. Lafferty & Co.~~costs, ~~Inc.,~~consisting ~~as sales agent, to sell, from time to time, shares~~ of ~~its~~wages ~~common~~and ~~stock having an aggregate offering price of up to $0.99~~salaries, ~~through~~benefits anand ~~“at the market” offering pursuant to the Company’s Registration Statement on Form S~~share-3based ~~(File~~compensation ~~No. 333-281185)~~expense, asprofessional ~~supplemented by a prospectus supplement. As of December 31~~fees, ~~2024,~~ ~~there~~licenses ~~has~~and ~~been~~insurance ~~no activity to report with the Form S-3 Registration Statement~~ and ~~ATM~~office ~~Sales Agreement~~expenses. AsThese ofare ~~the~~expensed ~~date~~when ofincurred ~~this~~unless ~~filing the~~recognition ~~Company~~or ~~issued~~measurement ~~approximately~~is ~~13,000~~governed ~~shares~~by ofother ~~its~~applicable ~~common stock, raising approximately $70,000, in conjunction with its Form~~ U.S~~-3 Registration Statement and ATM Sales Agreement~~. WeGAAP, ~~intend~~such toas ~~continue to utilize the Form S~~share-3based ~~Registration Statement and ATM Sales Agreement for the raising of future capital in fiscal 2025~~compensation.

~~Reverse Stock~~Income ~~Split~~Taxes

~~On December~~We ~~30,~~account ~~2024~~for income taxes using the ~~Company~~asset ~~effected~~and aliability ~~1-for-8 reverse~~method, ~~stock~~which ~~split~~requires the recognition of ~~its~~deferred ~~outstanding~~tax ~~common~~assets ~~stock.~~and ~~Accordingly,~~liabilities ~~all~~for ~~share~~the ~~and per~~expected ~~share~~future ~~amounts~~tax ~~for~~consequences ~~all~~of ~~periods~~events ~~presented~~that have been recognized in the ~~accompanying~~consolidated financial statements or in tax returns. The measurement of deferred tax assets and ~~notes~~liabilities ~~thereto~~are ~~have~~determined ~~been~~based ~~adjusted~~on ~~retroactively, where~~the ~~applicable~~difference between the financial statement and tax bases, using enacted tax rates expected to ~~reflect~~be applied in the ~~reverse~~periods ~~stock~~in ~~split~~which those temporary differences are expected to affect taxable income. ~~There~~Deferred ~~was~~tax noassets ~~effect~~are onevaluated ~~the~~for ~~number~~realizability, ofand ~~shares~~a ofvaluation ~~common~~allowance ~~stock~~is established when, management estimates that it is more likely than not that some portion or ~~preferred~~all ~~stock authorized~~of ~~for~~the ~~issuance~~deferred ~~under~~tax asset will not be realized. Management determines the ~~Company’s~~realization ~~certificate~~of deferred tax assets upon forecasted taxable income, the reversal of ~~incorporation~~temporary ordifferences between financial statement and tax income, and the ~~par~~expected ~~value~~tax ofrates ~~such~~in ~~securities~~future periods.

~~Nasdaq Compliance~~We ~~Notice~~are ~~Dated~~required ~~January~~to ~~15,~~evaluate ~~2025~~the effect of tax positions only if those positions are more likely than not to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the “more likely than not” threshold would be recorded as a tax expense in the current year. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount that is initially recognized. We record interest and penalties related to uncertain tax positions within income tax expense.

~~On January~~For ~~15,~~U.S. ~~2025,~~federal ~~the~~income ~~Company~~tax ~~received~~purposes, ~~written~~digital ~~notice~~assets ~~from~~are ~~the~~generally ~~Listing~~treated ~~Qualifications~~on ~~Department of The Nasdaq Stock Market LLC (“Nasdaq”) that~~ the ~~Company~~same ~~has~~tax ~~regained~~principles ~~compliance~~as ~~with~~property ~~the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2)~~transactions. ~~As previously disclosed~~Accordingly, ontransactions ~~July~~involving ~~16,~~the ~~2024~~purchase, ~~the~~exchange ~~Company~~or ~~was~~sale ~~notified~~of bydigital ~~Nasdaq~~assets ~~that~~may itresult ~~was not~~ in ~~compliance~~taxable ~~with~~income, ~~Nasdaq~~capital ~~Listing~~gains ~~Rule~~or ~~5550(a)(2)~~losses ~~because its~~or ~~common~~ordinary ~~stock~~income, ~~failed~~depending toon ~~maintain~~the anature ~~minimum closing bid price~~ of ~~$1.00~~the ~~per~~transaction ~~share~~and ~~for 30 consecutive business days. To regain compliance,~~ the ~~Company~~applicable ~~was~~tax ~~required to maintain a minimum closing bid price of $1~~law.~~00 per share for at least 10 consecutive trading days. This requirement was met on January 13, 2025.~~

~~Results of~~Share-Based ~~Operations~~Compensation

~~Year Ended~~We ~~December~~account ~~31,~~for ~~2024~~share-based compensation in accordance with Accounting Standards Codification Topic 718, ~~Compared~~Compensation—Stock Compensation ("ASC 718"). We measure all share-based awards granted to employees, directors and non-employee consultants based on the ~~Year~~grant ~~Ended~~date ~~December~~fair 31value using the Black-Scholes Option valuation model on a straight-line basis over the vesting period of the respective award, ~~2023~~net of any forfeitures. 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. See Note 12—Share-Based Compensation for further discussion.

~~The following~~Concentrations ~~table~~of ~~provides certain selected financial information for the periods presented:~~Risk

	Year Ended
	December 31,
	2024			2023			Change			Change %
Revenues	$	2,099,660		$	2,003,155		$	96,505			5	%
Operating expenses:
Cost of revenues (exclusive of depreciation and amortization)		31,897			-			31,897			-	%
Sales and marketing		1,496,640			1,975,219			(478,579	)		-24	%
Research and development		654,803			792,131			(137,328	)		-17	%
General and administrative		2,612,603			2,639,785			(27,182	)		-1	%
Depreciation and amortization		223,982			912			223,070			-	%
Impairment expense		83,219			-			83,219			-	%
Total operating expenses		5,103,144			5,408,047			(304,903	)		-6	%
Loss from operations		(3,003,484	)		(3,404,892	)		401,408			-12	%
Other income (expense):
Other income		276,700			31,098			245,602			790	%
Total other income (expense)		276,700			31,098			245,602			790	%
Net loss	$	(2,726,784	)	$	(3,373,794	)	$	647,010			-19	%
Weighted average common shares outstanding - basic and diluted		1,395,040			1,056,447
Net loss per common share - basic and diluted	$	(1.95	)	$	(3.19	)

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 the Federal Deposit Insurance Limit of $250,000. 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. As of December 31, 2025 and 2024, the Company’s cash and cash equivalents were held at financial institutions.



			43

~~Revenues~~Table of Contents

~~Revenue~~During ~~for the year ended December 31~~2025, ~~2024~~one ~~was approximately~~lender ~~$2.1~~accounted ~~million, as compared to approximately $2.0 million~~ for ~~the year ended December 31~~14%, ~~2023, an increase~~ of ~~approximately $97,000, or 5%. The increase in revenue for the year was due primarily to an increase in subscription revenue, related to~~ our ~~SaaS~~real ~~software business,~~estate ~~offset by a reduction in~~ platform revenue~~, related to our legacy debt business~~. In 2024, the Company started to market, its lender marketplace (“Janover Pro”), its equity marketplace (“Janover Engage”), and its artificial intelligence technology (“Janover AI”) as a software as a service. Subscription Revenue also includes revenue from Janover Connect, formerly known as Groundbreaker, our real estate syndication software and investor portal and from our Insurtech subsidiary. The ~~revenue~~segment ~~derived from~~may ~~these SaaS subscriptions will~~ be ~~recognized~~negatively ~~over~~affected by the ~~term~~loss of ~~the~~this ~~SaaS agreement~~lender. ~~Subscription~~There ~~revenue~~were ~~was~~no ~~approximately~~lenders ~~$480,000 for the year ended December 31, 2024 compared to approximately $32,000 for the same period~~ in ~~the prior year. For the year ended December 31,~~ 2024 approximately 23% of our total revenue was recurring revenue, compared to less than 1%, as there was only a minimal amount of recurring revenue in fiscal 2023. For the year ended December 31, 2024 there were 115 transactions that ~~closed~~accounted on our marketplace, compared to 179 during the year ended December 31, 2023, representing a 36% decrease in transaction volume. The average revenue per transaction was $12,765 in the year ended December 31, 2023, compared to $10,866 for ~~the year ended December 31, 2023 representing a 17~~10% ~~increase in~~or ~~revenue~~more ~~per transaction. This increase in average revenue per transaction was the result~~ of ~~a change in~~ the ~~average~~total ~~loan size during year ended December 31, 2024 compared to the prior year. Our average~~ revenue ~~per transaction closed will vary from period to period, depending on the size~~ of ~~the underlying loan transactions in any given period. We will focus~~ our ~~efforts~~real onestate revenue growth, with an emphasis on our most profitable cohorts of customers. We will target increasing both our number of transactions closed and our revenue per transaction. During fiscal 2025, we will continue to focus on larger loan opportunities, which should increase our average loan size. In fiscal 2025, we will continue to focus on transitioning from transactional platform ~~fee debt revenue to the more predictable and profitable recurring SaaS subscription revenue~~. At December 31, 2024 our annual recurring revenue (“ARR”) reached approximately $812,000, compared to approximately $276,000 in the prior year, an increase of 194%. The recurring revenue in the prior year represented our acquisition of Groundbreaker, which was rebranded as Janover Connect, in November 2023. ARR increased sequentially by approximately 69%, which was approximately $480,000 for the nine months ended September 30, 2024. ARR represents an annualization of our recurring revenue, which assumes a full year of revenue.

~~Operating~~Market ~~Expenses~~Risk

~~Cost~~ We are exposed to market risk related to our digital asset holdings, collateral associated with our digital asset financing arrangements and digital asset financing arrangements, which are impacted by the market value of ~~Revenues~~the respective underlying digital asset. We performed a sensitivity analysis assuming a hypothetical 10% increase or decrease in the fair value of these digital assets to demonstrate the potential impact on our financial results.

~~Cost of~~The ~~revenue~~following ~~for~~table ~~the~~presents ~~year ended December 31, 2024, was approximately $32,000 as compared to $0 for~~ the ~~year~~hypothetical ~~ended~~market ~~December~~risk ~~31,~~impact ~~2023.~~on ~~The entire cost of revenue balance consists of software and hosting costs related to~~ our ~~subscription~~digital ~~revenue.~~asset ~~Cost of revenue represents approximately 2% of total revenue for the year ended December 31, 2024.~~holdings:

Our operating expenses by category for the year ended December 31, 2024, and 2023 is as follows:


(in thousands)	2025
Digital assets, at fair value	$	13,600
Digital assets, at carrying value	4,807

Filing Compare · DeFi Development Corp.