Jupiter Neurosciences Enters into Agreements for up to $20 Million in Flexible Financing

Rhea-AI Summary

Jupiter Neurosciences (NASDAQ: JUNS) entered into financing agreements with an affiliate of Yorkville Advisors providing access to up to $20 million in capital to support its Phase 2 Parkinson’s trial for JOTROL™ and expansion of the Nugevia™ consumer product line. The financing includes a $6 million prepaid advance (initial $4 million funded on Oct 24, 2024) evidenced by convertible promissory notes with a $1.50 fixed conversion price, and a standby equity purchase agreement (SEPA) to sell up to $14 million of common stock over 24 months subject to an effective registration statement. Prepaid advances carry a 7% original issue discount, interest, and 12‑month maturity; SEPA share issuances may be at a 3.0% discount to market. Proceeds will be used for the Phase 2 trial, DTC marketing for Nugevia™, working capital, and general corporate purposes.

Positive

• Up to $20M financing capacity available
• $4M initial cash funded on Oct 24, 2024
• Financing targeted to fund Phase 2 Parkinson’s trial
• SEPA provides up to $14M equity access over 24 months

Negative

• Prepaid advances issued with a 7% original issue discount
• Prepaid advances mature in 12 months, creating near‑term repayment pressure
• Convertible notes convertible at a fixed $1.50 per share, risking dilution if converted

Insights

Senior Life‑sciences Financing Analyst

JUNS secured up to $20 million in flexible capital to fund a Phase 2 Parkinson's trial and Nugevia™ growth, reducing near‑term cash risk.

The financing combines a $6 million prepaid advance package (initial $4 million funded at signing, additional $2 million conditional) evidenced by convertible promissory notes with a fixed conversion price of $1.50, and an optional $14 million standby equity purchase agreement usable over 24 months after signing, subject to an effective registration statement. The prepaid advances carry an 7% original issue discount, interest, and 12‑month maturities; repayment may occur in cash or discounted common stock. These mechanics provide immediate liquidity while preserving staged access to further capital under the SEPA.

The primary business effect is clear: proceeds target the Phase 2 trial of JOTROL™ and direct‑to‑consumer expansion of the Nugevia™ product line, with remaining proceeds for working capital. Key dependencies and risks are explicit in the terms: additional $2 million and any SEPA draws require a registration statement to be effective, and use of SEPA proceeds must first repay the convertible notes. Monitor the registration statement effectiveness timeline, the company's decisions to draw under the SEPA over 24 months, and the conversion or share‑repayment mechanics that may dilute existing holders; those milestones will materially affect near‑term liquidity and capital structure over the next 12–24 months.

Financing designed to support Phase 2 Parkinson’s trial and accelerate Nugevia^™ product line growth

Jupiter, FL, Oct. 27, 2025 (GLOBE NEWSWIRE) -- Jupiter Neurosciences, Inc (“JUNS” or the “Company”) (NASDAQ: JUNS), a clinical stage biopharmaceutical company that is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders, while also expanding into the consumer longevity market with its Nugevia^™ product line, today announced that it has entered into two strategic financing agreements with an affiliate of Yorkville Advisors Global, LP (“Yorkville”), providing JUNS with the potential to access up to $20 million in capital (the “Financing”), subject to certain conditions and limitations.

The Financing includes:

• A $6 million pre-paid advance, with an initial $4 million advance funded at signing, on October 24, 2024 and evidenced by a convertible promissory note with a fixed conversion price of $1.50; and
• An additional $14 million available under the standby equity purchase agreement (“SEPA”), which the Company may use at its discretion over 24 months after signing, subject to an effective registration statement.

JUNS intends to use the proceeds from these facilities primarily to support the Phase 2 trial of its lead asset – JOTROL^™, a resveratrol delivery platform¹ – for the treatment of Parkinson’s disease and to accelerate direct-to-consumer marketing and sales growth of its recently launched nutritional product line Nugevia^™. The Company will also use proceeds from the Financing for working capital and other general corporate purposes.

Key Terms of Flexible Financing:

Pre-paid Advances: $4 million was made available to JUNS upon execution of the agreements and an additional $2 million is anticipated to be paid on the second trading day after the effectiveness of a registration statement covering the resale of the shares of the Company’s outstanding common stock (the “Common Stock”) used to repay the facility (the “Pre-Paid Advances”). Each Pre-Paid Advance will be issued at a 7% original issue discount and bear interest. Each Pre-Paid Advance will also be evidenced by convertible promissory notes. The Pre-paid Advances have a maturity date that is 12 months after the date of signing. To repay each Pre-Paid Advance, JUNS has the option to use cash or shares of Common Stock, issued at a discounted price.

Additional Funds Available Under the SEPA: JUNS has the option, but not the obligation, to sell to Yorkville up to $14 million of Common Stock (“Financing Shares”) over the 24-month period after signing. Sales under the SEPA require a registration statement to be declared effective by the SEC. In accordance with the terms of the SEPA, the Company may issue Financing Shares to the Investor at a 3.0% discount to the market price (calculated pursuant to the SEPA) of the Common Stock. All drawdowns under the SEPA, if any, must be applied towards repayment of the outstanding amounts under the convertible promissory notes evidencing the prepaid cash advances until the convertible promissory notes are fully repaid.

A more detailed description of the agreements will be filed in a Current Report on Form 8-K that JUNS will file with the SEC.

Christer Rosén, Chairman and CEO of JUNS, stated, “We believe this financing will provide us with the capital required to complete the Phase 2 Parkinson’s disease trial and continue to support the launch of our DTC longevity nutraceutical line, Nugevia^™. We are grateful for Yorkville’s support at this critical stage of our Company’s growth and look forward to executing on both our projects and business strategy.”

About Jupiter Neurosciences, Inc.
Jupiter Neurosciences, Inc. (NASDAQ:JUNS) is a clinical-stage pharmaceutical company pursuing a dual-path strategy to address neuroinflammation and promote healthy aging. The Company is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia^™ product line. Both efforts are powered by JOTROL^™, Jupiter's proprietary, enhanced resveratrol formulation that has demonstrated significantly improved bioavailability. Nugevia^™ brings clinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function. The Company's prescription pipeline is focused broadly on CNS disorders, presently with a Phase IIa in Parkinson's disease, including indications such as Alzheimer's Disease, Mucopolysaccharidoses Type I, Friedreich's Ataxia, and MELAS. More information may be found on the Company's website www.jupiterneurosciences.com.

About JOTROL^™
Resveratrol is one of the world's most extensively researched molecules. Thorough evaluation has shown that for the compound to be effective, it requires a high C-Max (~300 ng/ml of resveratrol in plasma), achievable only with doses exceeding 3 grams using earlier resveratrol products. Poor bioavailability has been a well-documented issue with resveratrol. Doses over 2 grams have been associated with severe gastrointestinal (GI) side effects, which have prevented the compound from receiving regulatory approval for any indication.

Jupiter Neurosciences (JUNS) conducted a Phase I study demonstrating that JOTROL^™ achieves over nine times higher bioavailability compared to resveratrol used in earlier clinical trials (e.g., Turner et al., MCI/Early Alzheimer's Disease trial, and Yui et al., Friedreich's Ataxia trial). The results of this Phase I study, which will be cross-referenced in all upcoming JOTROL^™ trials, were published in the Journal of Alzheimer's Disease and AAPS Open in February 2022. JUNS is now advancing JOTROL^™ toward a Phase IIa trial in Parkinson's Disease.

In addition to its therapeutic applications, JOTROL^™ serves as the foundation for Jupiter's Nugevia^™ consumer supplement line. By leveraging the same clinically validated delivery technology, Nugevia^™ introduces pharmaceutical-grade bioavailability into the wellness space, offering targeted support for cognitive health, skin vitality, and cellular energy.

FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations, including the Company's ability to generate revenues from the sale of JOTROL^™ products to consumers through the DTC model. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to read the risk factors contained in the Company's final prospectus and other reports it files with the SEC before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

Contact:
IR@jupiterneurosciences.com
JUNS@redchip.com

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¹ Note to Company: Suggest clarifying what JOTROL is. We’ve added some language but please update as needed

FAQ

What financing did Jupiter Neurosciences (JUNS) announce on October 27, 2025?

JUNS announced agreements with a Yorkville affiliate for up to $20M: a $6M prepaid advance (initial $4M funded) and a SEPA for up to $14M over 24 months.

How will JUNS use proceeds from the Yorkville financing?

Proceeds are earmarked primarily to support the Phase 2 Parkinson’s trial of JOTROL™ and to accelerate DTC marketing and sales of the Nugevia™ product line, plus working capital.

What are the repayment and conversion terms for JUNS prepaid advances?

Prepaid advances carry a 7% original issue discount, bear interest, mature in 12 months, and are evidenced by convertible promissory notes repayable in cash or common stock.

What is the conversion price and potential dilution risk for JUNS notes?

The convertible promissory note includes a fixed conversion price of $1.50, which could dilute existing shareholders if conversion occurs.

How does the SEPA component work for JUNS and what discount applies?

Under the SEPA, JUNS may sell up to $14M of common stock over 24 months subject to an effective registration statement, with share issuances at a 3.0% discount to market as calculated under the agreement.

When was the initial funding received by JUNS from the Yorkville agreements?

An initial $4M advance was funded at signing on October 24, 2024.