JUPITER NEUROSCIENCES, INC. SEC Filings

Jupiter Neurosciences, Inc. amended its disclosure of a standby equity and note financing with Yorkville. The company corrected its reported common shares outstanding as of October 24, 2025 to 34,294,446 and lowered the Nasdaq Exchange Cap on shares issuable to Yorkville from 7,180,504 to 6,855,459 shares, which equals 19.99% of pre-deal shares.

Under the Standby Equity Purchase Agreement, Jupiter may sell up to $20.0 million of common stock to Yorkville at its discretion, priced at 97% of the lowest daily VWAP over a three-day period for each advance. Yorkville also provided up to $6.0 million in prepaid advances via two convertible notes bearing 8% interest, issued at a 7% discount and initially convertible at $1.50 per share. Until the notes are fully repaid, all advance proceeds under the equity line must first repay the notes.

Jupiter Neurosciences (JUNS) filed its Q3 2025 report, highlighting higher operating spend, a wider loss, and a going‑concern warning. For the quarter ended September 30, 2025, the company posted a net loss of $2,288,034 as research and development rose to $816,697 and general and administrative expenses increased to $1,480,356. For the nine months, net loss was $6,069,866.

Cash was $723,797 as of September 30, 2025, and operating cash outflows totaled $3,045,713 year‑to‑date. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Subsequent to quarter‑end, the company entered a Standby Equity Purchase Agreement for up to $20.0 million and received a $3,720,000 pre‑paid advance via an 8% note convertible at $1.50 per share, subject to a 4.99% beneficial‑ownership cap and a Nasdaq 19.99% exchange cap of 7,180,504 shares unless stockholder approval is obtained. Shares outstanding were 34,294,546 as of September 30, 2025; as of November 14, 2025, 34,426,355 shares were outstanding.

Jupiter Neurosciences (JUNS) is asking stockholders to vote at its virtual 2025 Annual Meeting on December 19, 2025 at 10:00 a.m. ET. The agenda includes electing seven directors; approving an amendment to increase authorized common shares from 125,000,000 to 500,000,000; adopting the 2025 Equity Incentive Plan; and ratifying Cherry Bekaert LLP as auditor for 2025.

The company also seeks approval, for Nasdaq Listing Rules 5635(b) and 5635(d), for the potential issuance of common stock in excess of 19.99% of shares outstanding in connection with up to $20 million of securities under a Standby Equity Purchase Agreement with Yorkville, including shares issuable upon conversion of related convertible notes. Stockholders of record as of October 24, 2025 may vote; 34,426,355 shares of common stock were outstanding as of that date. The meeting is accessible at https://meetings.lumiconnect.com/200-142-773-960.

Jupiter Neurosciences, Inc. filed an amended preliminary proxy to reschedule its 2025 virtual Annual Meeting to December 19, 2025 at 10:00 a.m. ET and add a new financing proposal. The added item seeks stockholder approval, for Nasdaq Listing Rules 5635(b) and 5635(d), of a potential issuance of Common Stock exceeding 19.99% in connection with up to $20 million of securities under a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), including shares issuable upon conversion of related convertible promissory notes.

Stockholders will also vote to elect seven directors, increase authorized Common Stock from 125,000,000 to 500,000,000 shares, approve the 2025 Equity Incentive Plan, and ratify Cherry Bekaert LLP as independent auditor for the year ending December 31, 2025. The record date is October 24, 2025, and the meeting will be held online.

Jupiter Neurosciences entered a Standby Equity Purchase Agreement with Yorkville, giving the company the right to sell up to $20.0 million of common stock over 24 months, at its option and subject to an effective resale registration statement. Each Advance is priced at 97% of the lowest daily VWAP over a three-day period, with an optional minimum price set by the company and share caps tied to recent trading volume.

Yorkville also provided up to $6.0 million in Pre-Paid Advances via convertible notes. The first tranche of $3,720,000 funded on October 27, 2025 in exchange for a $4.0 million note issued at a 7% OID, bearing 8% interest and initially convertible at $1.50 per share, maturing October 24, 2026. A second tranche of $1,860,000 is expected after the registration becomes effective and stockholders approve issuances above the Nasdaq Exchange Cap of 7,180,504 shares (19.99%).

Until the notes are repaid, any Advances under the SEPA will be used to offset scheduled monthly Installment Amounts starting on day 75. The company issued 131,909 commitment shares (valued at $200,000) and paid a $25,000 structuring fee. Additional terms include a 4.99% beneficial ownership limit (adjustable with notice), a prohibition on new variable-rate financings, and Yorkville’s agreement not to short the stock. A stockholder vote is planned for December 19, 2025.

Jupiter Neurosciences (JUNS) filed a preliminary proxy for its 2025 virtual Annual Meeting. Stockholders are asked to elect seven directors, approve an amendment to increase authorized common stock from 125,000,000 to 500,000,000 shares, adopt the 2025 Equity Incentive Plan, and ratify Cherry Bekaert LLP as independent auditor.

The meeting will be held virtually on December 12, 2025 at 10:00 a.m. Eastern Time. The record date is October 24, 2025. The company notes that director nominees will serve until the 2026 annual meeting, and broker discretionary voting applies only to the auditor ratification proposal.