Welcome to our dedicated page for JUPITER NEUROSCIENCES SEC filings (Ticker: JUNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jupiter Neurosciences, Inc. filings document a clinical-stage pharmaceutical issuer with common stock listed on the Nasdaq Capital Market and a business built around the JOTROL™ resveratrol platform and Nugevia™ products. Material-event reports cover standby equity purchase and registration-rights agreements, convertible promissory notes, amendments to installment provisions, and Nasdaq continued-listing notices.
Proxy materials disclose annual meeting matters, board governance and stockholder voting procedures. Rule 12b-25 notices document delayed periodic reports for annual and quarterly filings, while capital-structure disclosures address common stock, potential share issuances and related financing limitations.
JUPITER NEUROSCIENCES, INC. (JUNS) reports an exempt private placement of equity securities totaling $774,787 under Rule 506(b) of Regulation D. The notice is a new filing, with the first sale reported on August 20, 2026, and the total remaining to be sold listed as $0, indicating the stated offering amount has been placed.
The Delaware-incorporated biotechnology health care company, in existence for over five years, states that no finders’ fees were paid in connection with the offering. The issuer declined to disclose its revenue range and did not report any portion of proceeds specifically allocated to executive officers, directors, or promoters.
JUPITER NEUROSCIENCES, INC. (JUNS) reports that on August 28, 2026, its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws. The amendment changes the stockholder meeting quorum requirement so that holders of one-third (1/3) of the voting power, present in person or by proxy, now constitute a quorum.
The amendment became effective upon adoption by the Board and is described as Amendment No. 1 to the Amended and Restated Bylaws, which is filed as Exhibit 3.1 and incorporated by reference.
JUPITER NEUROSCIENCES, INC. (JUNS) is reported by Orca Capital, a German entity, as having 39,945 shares of its common stock beneficially owned, representing 3.3% of the class. This percentage is based on 1,220,601 shares outstanding immediately after completion of a registered offering described in a Prospectus Supplement filed on August 24, 2026.
Orca Capital reports sole voting and sole dispositive power over all 39,945 shares and no shared voting or dispositive power. The report characterizes Orca Capital’s stake as ownership of five percent or less of the class.
JUPITER NEUROSCIENCES, INC. (JUNS) is the issuer of common stock referenced in this Schedule 13G. Orca Capital, a German entity, reported beneficial ownership of 102,564 shares of Jupiter Neurosciences common stock, par value $0.0001 per share.
This position represents 8.4% of the outstanding common stock, based on 1,220,601 shares outstanding immediately after the completion of the issuer's registered offering described in a Prospectus Supplement filed under Rule 424(b)(5) on August 24, 2026. Orca Capital reports sole voting and dispositive power over all 102,564 shares and no shared power. The Schedule 13G is signed by Thomas Konig as Director of Orca Capital.
JUPITER NEUROSCIENCES, INC. (JUNS) disclosed that Nasdaq’s Listing Qualifications Staff has determined to delist the company’s common stock from the Nasdaq Capital Market because the market value of listed securities remained below the required $35,000,000 under Nasdaq Listing Rule 5550(b)(2) after a 180-day compliance period.
The company plans to timely appeal this determination and request a hearing before a Nasdaq Hearings Panel, which it expects will stay further action while the appeal is pending, but there is no assurance of success or of regaining compliance with Nasdaq’s continued listing requirements.
Separately, the company was informed that its stock maintained a closing bid price of at least $1.00 for 10 consecutive business days from August 13–26, 2026, regaining compliance with Nasdaq Listing Rule 5550(a)(2) on minimum bid price, though future compliance is not assured.
JUPITER NEUROSCIENCES, INC. (JUNS) entered into separate Debt Forgiveness and Release Agreements on August 26, 2026 with certain executive officers and directors. These individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation that had been recorded as liabilities.
The forgiven amounts included $356,024 for Chairman, Chief Executive Officer and Director Christer Rosén, $81,431 for President, Chief Operating Officer and Director Alison Silva, $287,075 for Chief Scientific Officer and Director Marshall Hayward, and $150,785 for Chief Administrative Officer Alexander Rosén. The Debt Forgiveness was gratuitous; the company did not issue equity securities or pay cash or other consideration in return. Each agreement also includes a general release of claims related to the forgiven compensation, subject to customary exceptions. As of this report date, the company has 1,318,521 shares of common stock issued and outstanding.
JUPITER NEUROSCIENCES, INC. (JUNS) entered into a Securities Purchase Agreement on August 21, 2026 and completed a registered direct offering of 307,692 shares of common stock at $6.50 per share, generating approximately $2.0 million in gross proceeds before fees and expenses on August 24, 2026.
The company states that, based on this transaction, it now believes its stockholders’ equity exceeds the $2.5 million requirement for continued listing on the Nasdaq Capital Market. Nasdaq has not yet issued its formal determination, will continue to monitor ongoing compliance, and notes that JUNS securities may be subject to delisting if future periodic filings do not evidence compliance.
Jupiter Neurosciences, Inc. (JUNS) reported it entered into a Securities Purchase Agreement for a registered direct offering of 307,692 common shares at $6.50 per share, for aggregate gross proceeds of about $2.0 million. The shares are being sold under an effective Form S-3 shelf registration statement, with closing expected on or about August 24, 2026, subject to customary conditions.
The company engaged D. Boral Capital LLC as exclusive placement agent, agreeing to pay a 7.0% cash fee on gross proceeds and reimburse documented expenses up to $75,000. Jupiter also agreed to restrictions on issuing additional common stock or equivalents for 30 days following closing.
Separately, under its Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), Jupiter issued 107,920 unregistered common shares between August 14–21, 2026 for gross proceeds of $851,194. These shares were sold at 97% of the lowest three-day VWAP, in reliance on Section 4(a)(2) and Rule 506(b), based on Yorkville’s accredited investor status.
Jupiter Neurosciences, Inc. (JUNS) is conducting a registered direct offering of 307,692 shares of common stock at $6.50 per share, for gross proceeds of $1,999,998. After a 7.0% placement fee to D. Boral Capital LLC and offering expenses, Jupiter expects net proceeds of approximately $1.74 million, to be used for working capital and other general corporate purposes, including clinical trials and research and development. Shares will be issued under the company’s existing $100 million Form S-3 shelf.
Following the offering, Jupiter expects to have 1,220,601 shares outstanding, excluding equity awards and other reserved shares. The company effected a 1-for-75 reverse stock split on August 6, 2026 to address Nasdaq bid-price compliance, but still faces risks related to Nasdaq listing deficiencies, substantial doubt about its ability to continue as a going concern, significant potential dilution, and reliance on external financings including a $20 million Standby Equity Purchase Agreement and related convertible notes.
Jupiter Neurosciences, Inc. reported results for the six months ended June 30, 2026 as a clinical-stage CNS-focused company with a new consumer supplements line. Net revenues from Nugevia products were modest at $42,897, while the company incurred a net loss of $4,336,355 and used $3,727,022 in operating cash. Cash declined to $1,521,874 from $3,789,342 at December 31, 2025, and accumulated deficit reached $39,003,381.
Management states that recurring losses, negative cash flows, and limited cash raise substantial doubt about the ability to continue as a going concern. To address liquidity, Jupiter relies on a $20.0 million Standby Equity Purchase Agreement, with about $17.2 million remaining available, and completed a $2.0 million registered direct offering at $21.00 per share. Fair value of Yorkville convertible notes fell to $1,528,469, producing a non‑cash gain of $550,380, but interest expense increased materially.
Strategically, Jupiter began a Phase IIa Parkinson’s trial using its JOTROL™ formulation, launched initial Nugevia sales, and signed a definitive license with PharmAla for U.S. rights to ALA‑002, with $3,333,333 in upfront consideration plus significant development and sales milestones. A 1‑for‑75 reverse stock split was effected after quarter‑end in connection with Nasdaq bid‑price compliance efforts.