[144] Abeona Therapeutics Inc. SEC Filing

Rhea-AI Filing Summary

Jupiter Neurosciences, Inc. (Nasdaq: JUNS) filed an 8-K on 2 July 2025 disclosing Compensation Committee approval of a one-time bonus package for key executives.

Equity component: The committee granted an aggregate 357,448 stock options under the 2023 Equity Incentive Plan: 255,320 to Chief Business Officer Alison Silva and 102,128 to CFO Saleem Elmassri. All options carry a $1.19 exercise price (the 2 July 2025 closing price), a 10-year term, and three-year ratable vesting starting on the grant date, contingent on continued employment. Any shares issued upon exercise will be fully paid and non-assessable.

Cash component: Cash bonuses are conditioned on the company achieving >$3.5 million cash on hand. When this liquidity trigger is met, the following payments will be made: CEO Christer Rosén $210,000; CBO Alison Silva $45,000; CSO Marshall Hayward $50,000; CAO Alexander Rosén $72,000; Titan Advisory Services $72,000. No timetable is provided for meeting the cash threshold.

The committee cited management’s role in the December 2024 IPO, willingness to defer 2024 compensation, and forgiveness of company debts as justification. No other operational or financial metrics were disclosed in this filing.

Investor considerations: The option grants represent potential dilution at a strike near current market price, aligning management incentives with shareholder value over a three-year horizon. However, the contingent cash bonuses suggest liquidity remains constrained, and future payouts will draw on available cash once the threshold is met.

Positive

• Alignment of incentives: Options vest over three years, encouraging executive retention and long-term value creation.
• Liquidity safeguard: Cash bonuses payable only after JUNS exceeds $3.5 million cash on hand, protecting near-term cash reserves.

Negative

• Potential dilution: 357,448 new options represent approximately 3% additional shares if exercised.
• Limited performance metrics: Bonuses are largely time-based and tied to past IPO success rather than future operational milestones.
• Cash obligation: When liquidity threshold is met, the company will incur ~$449,000 in cash outflows.

Insights

Equity Research Analyst

TL;DR: Routine incentive grant; minor dilution, cash bonuses tied to liquidity—neutral overall impact on JUNS equity thesis.

The option grants equal roughly 357k shares; with 12.2 m shares outstanding post-IPO (figure inferred from IPO prospectus), dilution would be ~2.9%, modest in magnitude. A $1.19 strike aligns with market, so value materializes only if shares appreciate. Three-year vesting mitigates immediate overhang and encourages retention after the 2024 IPO. Cash bonuses (~$449k total) are subordinate to a $3.5 m cash-on-hand trigger, signalling the board’s awareness of current liquidity constraints. Because the payout is contingent, near-term cash burn is unaffected. No changes to guidance or operations were announced, so the filing is not materially impactful to valuation, but investors should monitor whether and when the liquidity threshold is met.

Compensation & Governance Specialist

TL;DR: Governance acceptable; performance linkage is weak, but cash trigger provides safeguard—neutral to slightly negative.

The committee rewards IPO execution and past wage concessions—legitimate but backward-looking criteria. Stock options at-market promote alignment, yet absence of explicit performance hurdles (e.g., revenue or clinical milestones) limits pay-for-performance rigor. The cash-on-hand condition is a prudent compromise, but absolute payouts, especially the CEO’s $210k, appear high relative to company size and stage. Overall, governance impact is neutral; shareholders face modest dilution and potential perception issues if liquidity remains tight.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Stifel Nicolaus & Company Inc 501 N Broadway St. Louis MO 63102	13054	76440.00	51156736	07/09/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	07/09/2025	Restricted Stock Units	Issuer			23611	07/09/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many stock options did Jupiter Neurosciences (JUNS) grant on July 2 2025?

The board approved 357,448 options—255,320 to the CBO and 102,128 to the CFO.

What is the exercise price and term of the new JUNS options?

Each option has a $1.19 exercise price (closing price on grant date) and a 10-year term.

When do the options granted to JUNS executives vest?

They vest in equal annual installments over three years beginning July 2 2025, subject to continued employment.

What cash bonuses will JUNS executives receive and under what condition?

Cash payments totaling $449,000 will be made once the company holds more than $3.5 million in cash.

Does the filing affect Jupiter Neurosciences’ financial guidance?

The 8-K contains no updated guidance; it only outlines executive compensation changes.

Is Jupiter Neurosciences considered an emerging growth company?

Yes. The 8-K indicates JUNS qualifies as an emerging growth company under SEC rules.