Jupiter Neurosciences Announces Pricing of $2.0 Million Registered Direct Offering

Jupiter Neurosciences (NASDAQ: JUNS) entered into a securities purchase agreement for a registered direct offering of 307,692 shares of common stock, expected to generate approximately $2.0 million in gross proceeds.

Rhea-AI Summary

Jupiter Neurosciences (NASDAQ: JUNS) entered into a securities purchase agreement for a registered direct offering of 307,692 shares of common stock, expected to generate approximately $2.0 million in gross proceeds. D. Boral Capital is serving as the exclusive placement agent.

The offering is being made under Jupiter’s effective Form S-3 shelf registration statement (No. 333-295085), declared effective by the SEC on April 24, 2026. Closing is expected on or about August 24, 2026, subject to customary closing conditions. A prospectus supplement describing the terms will be filed with the SEC and made available through the SEC and D. Boral Capital.

Positive

• $2.0 million gross proceeds expected from registered direct offering
• Equity raise of 307,692 common shares under effective Form S-3 shelf
• Exclusive placement agent engagement with D. Boral Capital LLC

Negative

• Issuance of 307,692 new common shares implies shareholder dilution
• Offering closing remains subject to customary closing conditions

News Explained

The $2.0 million deal would dilute existing holders if completed, while the August 24 closing remains conditional.

Jupiter Neurosciences has agreed to sell 307,692 common shares for approximately $2.0 million gross, but the closing is still expected on or about August 24, 2026 and remains subject to conditions; if completed, the new shares would expand the share count and reduce existing holders’ percentage ownership.

A registered direct offering is a negotiated sale to selected investors, with a placement-agent fee reducing net proceeds; the effective Form S-3 provides capacity for future registered sales but does not itself sell shares.

The offering’s $2.0 million gross proceeds equals 79.3 days of the last reported operating cash use for the quarter ended June 30, 2026, before placement fees and other uses.

Sources and calculations

• Jupiter Neurosciences Announces Pricing of $2.0 Million Registered Direct Offering (2026-08-21)
• Dilution (undated)
• Registered direct offering (undated)
• Form S-3 purpose (undated)
• JUNS second-quarter fundamentals (2026Q2)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $2,000,000 / ($2,294,922 / 91) = 79.3 days

Argus Aug 21 session 97 alerts

+21.47% close to close 416.4x rel. volume Open Argus

Details

News Market Reaction – JUNS

+91.9% Peak in 3 hr 12 min

$8.20M Market Cap

On Aug 21, the day this news came out, JUNS closed 21.47% above the previous close. Argus tracked a peak move of +91.9% during that session. Our momentum scanner recorded 97 alerts for this stock that day. Relative volume reached 416.4x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 21 session.

Key Figures

Gross Proceeds: $2.0 million Shares Offered: 307,692 shares Expected Closing: August 24, 2026 +2 more

Gross Proceeds

$2.0 million

Registered direct offering

Shares Offered

307,692 shares

Common stock offering

Expected Closing

August 24, 2026

Subject to customary closing conditions

Shelf Effectiveness

April 24, 2026

Form S-3 declared effective by the SEC

Registration Number

333-295085

Form S-3 registration statement

Previous Offering Reports

2 past events · Latest: May 21

Same Type 2 events

1. May 21

   Registered direct offering

   24h Move

   -12.2%

   Registered direct offering closed with $2.0 million in gross proceeds

2. May 20

   Registered direct offering

   24h Move

   -35.9%

   Registered direct offering priced for $2.0 million in gross proceeds

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

securities purchase agreement, registered direct offering, shelf registration statement, form s-3, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement for the purchase and sale"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registered direct offering financial

"common stock in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"an effective shelf registration statement on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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New York, Aug. 21, 2026 (GLOBE NEWSWIRE) -- Jupiter Neurosciences, Inc. (NASDAQ: JUNS) ("Jupiter" or the "Company"), a clinical-stage biopharmaceutical company focused on central nervous system disorders and neuroinflammation, today announced it has entered into a securities purchase agreement for the purchase and sale of 307,692 shares of common stock in a registered direct offering.

The gross proceeds of the offering are approximately $2.0 million (the "Offering").

D. Boral Capital LLC is acting as the exclusive placement agent for the Offering.

The closing of the Offering is expected to occur on or about August 24, 2026, subject to the satisfaction of customary closing conditions.

The shares of common stock are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-295085), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026.

A prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC. Once filed, it will be available on the SEC’s website at http://www.sec.gov. A copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or by telephone at (212) 404-7002, or by email at dbccapitalmarkets@dboralcapital.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Jupiter Neurosciences, Inc.

Jupiter Neurosciences, Inc. (NASDAQ: JUNS) is a clinical-stage biopharmaceutical company advancing a therapeutic pipeline targeting central nervous system disorders and neuroinflammation. The Company's lead program, JOTROL(TM) -- a proprietary, enhanced bioavailability resveratrol formulation -- is currently in a Phase IIa clinical trial for Parkinson's disease. JUNS also commercializes Nugevia (TM), a consumer longevity supplement. The acquisition of ALA-002 U.S. rights further strengthens the Company's CNS pipeline by adding a next-generation, patented psychedelic NCE at a pivotal moment in U.S. regulatory policy. For more information, please visit www.jupiterneurosciences.com.

Forward-Looking Statements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are often indicated by terms such as "aim," "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements are based on management's beliefs and assumptions and on information available to management only as of the date of this press release. Jupiter's actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, the risks, uncertainties and other factors described under the heading "Risk Factors" in our Annual Report on Form 10-K filed on April 1, 2026. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investor Relations Contact
Jupiter Neurosciences, Inc.
Christer Rosen, Chairman & Chief Executive Officer
ir@jupiterneurosciences.com
Tel: +1 561 406 6154

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Jupiter Neurosciences (NASDAQ: JUNS) announce about its August 2026 stock offering?

Jupiter Neurosciences announced a registered direct offering of 307,692 common shares, targeting approximately $2.0 million in gross proceeds. According to Jupiter Neurosciences, the financing is structured via a securities purchase agreement with closing expected around August 24, 2026, subject to customary conditions.

How much money will Jupiter Neurosciences (JUNS) raise in the August 2026 registered direct offering?

Jupiter Neurosciences expects to raise approximately $2.0 million in gross proceeds from the offering. According to Jupiter Neurosciences, this comes from selling 307,692 shares of common stock in a registered direct transaction, before deducting placement agent fees and other offering expenses.

How many new shares is Jupiter Neurosciences (JUNS) issuing in its August 2026 offering?

Jupiter Neurosciences is issuing 307,692 shares of common stock in the registered direct offering. According to Jupiter Neurosciences, these shares are being sold under an existing Form S-3 shelf registration statement that was declared effective by the SEC on April 24, 2026.

When is the closing of Jupiter Neurosciences’ (NASDAQ: JUNS) August 2026 registered direct offering expected?

The closing of the offering is expected on or about August 24, 2026. According to Jupiter Neurosciences, completion of the transaction is subject to the satisfaction of customary closing conditions typically associated with registered direct offerings.

Under which SEC registration is the Jupiter Neurosciences (JUNS) August 2026 offering being conducted?

The offering is being conducted under Jupiter’s effective Form S-3 shelf registration statement No. 333-295085. According to Jupiter Neurosciences, this registration statement was declared effective by the U.S. Securities and Exchange Commission on April 24, 2026.

How can investors access the prospectus for the Jupiter Neurosciences (JUNS) August 2026 offering?

Investors will be able to access the prospectus supplement on the SEC’s website at www.sec.gov. According to Jupiter Neurosciences, copies may also be obtained from D. Boral Capital LLC by mail, telephone, or email once available.