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. files a prospectus supplement to update its existing S-1 prospectus with information from a recent current report. The update covers results from the 2026 annual stockholder meeting and the status of prior financing under a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville).
At the July 22, 2026 annual meeting, 28,456,277 of 48,224,110 common shares entitled to vote were represented, and all seven director nominees received more than 18.8 million votes each, with broker non-votes of 9,379,127 on the director slate. Several other proposals also passed by wide margins. The supplement also notes that under the Yorkville arrangement for up to $20.0 million of common stock, Jupiter received prepaid advances totaling $5.58 million in cash via two Convertible Notes with an original issue discount of 7.0% and an initial conversion price of $1.50 per share. Approximately $1.5 million of principal remains outstanding, and about 12.5 million shares have been issued to Yorkville to date for roughly $4.1 million in net proceeds.
Jupiter Neurosciences, Inc. held its 2026 Annual Meeting of Stockholders on July 22, 2026. At the record date of June 15, 2026, there were 48,224,110 common shares outstanding, and 28,456,277 shares, or approximately 59%, were represented in person or by proxy, establishing a quorum. The company reports detailed voting results for the election of directors and other stockholder proposals.
The company also describes activity under its Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), which permits issuance of up to $20.0 million of common stock as SEPA Shares. Yorkville funded prepaid advances in two tranches, tied to convertible notes with principal amounts of $4.0 million and $2.0 million, each issued at a 7.0% original issue discount and initially convertible at $1.50 per share. Approximately $1.5 million aggregate principal amount of the Convertible Notes remains outstanding. Jupiter has issued approximately 12.5 million SEPA Shares to Yorkville for aggregate net proceeds of about $4.1 million, and may continue issuing shares subject to SEPA terms.
Jupiter Neurosciences, Inc. filed an initial Form 3 for Andrew Jon Cutler, identifying him as a director of the company. The filing shows no reported equity holdings, derivative positions, purchases, or sales. Remarks reference an Exhibit 24 Power of Attorney related to future SEC reporting.
Jupiter Neurosciences entered a definitive Strategic Asset License Agreement with PharmAla Biotech Holdings, obtaining an exclusive, royalty-bearing, sublicensable license to develop, manufacture and commercialize ALA-002–based products in the United States and its territories. PharmAla retains all rights outside this territory.
Jupiter will make an upfront payment of US$3,333,333, consisting of US$1,500,000 in cash (net of a US$600,000 escrow already paid) and US$1,833,333 in Jupiter common stock or cash, subject to a VWAP-based pricing and a 19.99% Nasdaq exchange cap. The equity has an Equity Floor Price of US$0.0345 per share, a VWAP reset mechanic, a 120-day lock-up and registration rights.
Future obligations include up to US$23,333,333 in development milestones and up to US$73,333,333 in commercialization milestones tied to specified Phase 3, FDA approval and net sales thresholds, plus a 3% royalty on net sales once the highest sales milestone is reached. Jupiter must use commercially reasonable efforts to develop and commercialize ALA-002, meet agreed timelines and bear all associated costs, while PharmAla can terminate for certain payment defaults, missed milestones or unapproved changes of control involving a competing business.
Jupiter Neurosciences, Inc. entered into a definitive Strategic Asset License Agreement with PharmAla Biotech Holdings Inc., granting Jupiter an exclusive, royalty-bearing, sublicensable license in the United States to develop, manufacture and commercialize products incorporating or derived from PharmAla’s investigational compound ALA-002 for human therapeutic and related uses. PharmAla retains all rights outside this territory and will provide know-how, manufacturing information and regulatory documentation to support development.
PharmAla receives an upfront payment of $3,333,333, consisting of $1,500,000 in cash, reduced by a previously funded $600,000 escrow deposit, and $1,833,333 in Jupiter common stock or, at Jupiter’s election, cash. Jupiter will also pay development milestones totaling up to $23,333,333 tied to first Phase 3 dosing and first FDA NDA approval, commercialization milestones totaling up to $73,333,333 tied to net sales thresholds of $333,333,333, $1,000,000,000 and $2,000,000,000, and a 3% royalty on net sales once the third commercialization milestone becomes payable. Equity consideration is priced using a 20-trading-day volume-weighted average price with a reset mechanism, subject to a Nasdaq 19.99% exchange cap, a 120-day lock-up and registration rights requiring a registration statement within 30 days. The agreement, perpetual unless terminated, includes development-effort obligations, milestone deadlines, detailed termination and change-of-control provisions, and the related share issuance is expected to rely on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.
JUPITER NEUROSCIENCES, INC. director Julie B. Kampf reported the vesting and exercise of 82,875 restricted stock units on June 2, 2025. These RSUs converted into common stock on a one-for-one basis at $0.00 per unit upon expiration of the IPO lock-up period, leaving her with 82,875 common shares held directly.
JUPITER NEUROSCIENCES, INC. Chief Administrative Officer Alexander Gustaf Erik Rosen exercised equity awards into common stock. On 2 June 2025, he converted 96,608 Restricted Stock Awards and 164,554 Restricted Stock Units, each on a one-for-one basis into common shares at a $0.0000 exercise price, following the expiration of the IPO lock-up period.
Jupiter Neurosciences, Inc. director and Chief Scientific Officer Hayward Marshall A. reported multiple equity award exercises that increased his direct common stock holdings. On June 2, 2025 he exercised restricted stock awards and restricted stock units for a combined 789,195 shares of common stock. On March 2, 2026 he exercised a stock option for 225,000 shares of common stock at a conversion price of $0.01 per share, ahead of the option’s March 15, 2026 expiration. In total, the transactions reflect exercises of 1,014,195 shares from derivative awards into common stock, resulting in 2,995,077 common shares held directly after the most recent transaction. Footnotes state that the derivative securities convert into common stock on a one-for-one basis and that certain awards vested upon expiration of the IPO lock-up period or under the company’s 2016 Equity Incentive Plan.
Jupiter Neurosciences, Inc. director Nicholas H. Hemmerly exercised restricted stock units into common stock. On June 2, 2025, 95,550 restricted stock units converted on a one-for-one basis into 95,550 shares of common stock, vesting upon expiration of the lock-up period for the company’s initial public offering. Following the transaction, Hemmerly holds 95,550 common shares directly, and the reported restricted stock unit position is reduced to zero. The event reflects equity compensation vesting rather than an open-market purchase or sale.
JUPITER NEUROSCIENCES, INC. director Holger Weis exercised 85,800 Restricted Stock Units that converted into an equal number of common shares on June 2, 2025. The RSUs vested upon expiration of the lock-up period for the company’s initial public offering. Following the transaction, Weis holds 96,581 common shares directly.