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Jupiter Neurosciences, Inc. 424B Filings

JUNS NASDAQ

Every 424B that Jupiter Neurosciences, Inc. (JUNS) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow JUNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JUNS filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

Jupiter Neurosciences, Inc. filed a prospectus supplement to incorporate a recent current report describing share issuances under its Standby Equity Purchase Agreement with YA II PN, Ltd. The agreement permits the company to sell up to $20,000,000 of common stock from time to time, subject to specified conditions.

Between May 14, 2026 and July 24, 2026, the company issued and sold 11,470,000 shares of common stock to Yorkville under this agreement for aggregate gross proceeds of approximately $3. Each advance was priced at 97% of the lowest daily volume-weighted average price over a three-trading-day period. As of July 28, 2026, there were 56,520,143 shares of common stock issued and outstanding. The shares were sold in an unregistered offering relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Jupiter Neurosciences, Inc. filed a prospectus supplement dated June 30, 2026 that incorporates a Form 8-K reporting the appointment of Tomas J. Philipson, Ph.D. to the Board effective June 26, 2026.

The Board named Dr. Philipson to the Audit and Compensation Committees. In lieu of cash, Dr. Philipson will receive a sign-on option for 90,000 shares and an option in lieu of annual cash retainer for 446,428 shares, each vesting quarterly over 36 months with a Grant Date of June 29, 2026. Shares trade on Nasdaq under JUNS; closing price was $0.21 on June 29, 2026.

Rhea-AI Summary

Jupiter Neurosciences, Inc. filed a Prospectus Supplement No. 6 to its Registration Statement (No. 333-291832) dated June 22, 2026, which incorporates its Form 8-K dated June 17, 2026. The Form 8-K reports that director Allison W. Brady resigned from the Board and from the Audit and Compensation Committees, effective June 17, 2026. Her Board seat will remain vacant until the annual meeting on July 22, 2026. The supplement references the Prospectus dated December 11, 2025 and notes the company’s Nasdaq symbol JUNS and a closing share price of $0.2380 on June 18, 2026.

Rhea-AI Summary

Jupiter Neurosciences filed a Prospectus Supplement dated June 5, 2026 updating its S-1 with a Form 8-K. The Form 8-K reports that Alison Silva was appointed Chief Operating Officer and President and her annual base salary was increased to $340,200.

The Board approved a one-time option grant to Ms. Silva for up to 600,000 shares, director option grants of up to 100,000 shares each, discretionary option grants listed for five executives (amounts shown in the filing), and an additional 200,000-share option grant to Mr. Elmasri. Option grants vest over three years beginning September 2, 2026 in equal quarterly installments, with exercise prices set at the closing market price on the grant dates. The prospectus supplement attaches the Form 8-K and the amendment to Ms. Silva’s employment agreement.

Rhea-AI Summary

Jupiter Neurosciences, Inc. is issuing and selling 7,142,858 shares of its common stock in a registered direct offering at $0.28 per share, for aggregate gross proceeds of approximately $2.0 million before fees. The placement is being conducted under an effective Form S-3 registration statement declared effective April 24, 2026, and the offering is being managed by D. Boral Capital LLC as placement agent.

The company agreed to customary transaction documents including a Securities Purchase Agreement and a Placement Agency Agreement, a 7.0% cash placement fee to the placement agent, a 30-day standstill/lock-up on certain issuances and a thirty-day holder lock-up for directors, officers and >=5% holders. Legal opinion from Mintz, Levin is attached as an exhibit.

Rhea-AI Summary

Jupiter Neurosciences, Inc. filed a Prospectus Supplement No. 4 dated May 21, 2026 that updates and supplements the Prospectus dated December 11, 2025 by attaching its Current Report on Form 8-K filed with the SEC on May 21, 2026. The supplement must be read together with the Prospectus and is qualified by reference to it.

Rhea-AI Summary

Jupiter Neurosciences, Inc. is offering 7,142,858 shares of common stock at an offering price of $0.28 per share. The prospectus supplement states gross proceeds of $2,000,000.24, placement agent fees of 7.0% (fee $140,000), and expected net proceeds of approximately $1,685,000. The offering is being conducted on a best efforts basis with delivery expected on or about May 21, 2026. The company reports 43,424,110 shares of common stock would be outstanding immediately after this offering (based on 36,281,252 shares outstanding as of May 19, 2026). The placement agent is D. Boral Capital LLC.

Rhea-AI Summary

Jupiter Neurosciences, Inc. entered a non-binding term sheet to acquire exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation, from PharmAla Biotech. The term sheet calls for $3,333,333 upfront consideration ($1,500,000 cash and $1,833,333 in equity), a $600,000 escrow deposit, development and commercialization milestones, and a perpetual 3% royalty on U.S. net sales. The agreement is non-binding, contemplates definitive documentation within 90 days, includes a 90-day exclusivity/no-shop period, and conditions closing on due diligence, customary approvals, and any required shareholder or Nasdaq approvals.

Rhea-AI Summary

Jupiter Neurosciences, Inc. files a prospectus supplement to its Form S-1 incorporating its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, updating the registration materials and attaching the unaudited 10-Q.

The 10-Q shows 36,281,252 shares outstanding as of May 14, 2026, $2,362,749 in cash at March 31, 2026, a net loss of $2,061,958 for the three months ended March 31, 2026, and an accumulated deficit of $36,728,984. Management discloses substantial doubt about going concern and describes a Standby Equity Purchase Agreement with Yorkville (up to $20.0M) and related convertible notes.

Rhea-AI Summary

Jupiter Neurosciences, Inc. files a prospectus supplement to its Form S-1 prospectus and attaches its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company discloses Nasdaq listing symbol JUNS, a closing share price of $0.3440 on May 7, 2026, and 36,281,252 shares of common stock issued and outstanding as of March 31, 2026. The 10-K describes Jupiter’s clinical-stage platform JOTROL™, its consumer Nugevia product line, an FDA-cleared IND for a Phase IIa Parkinson’s study (final IND approval in November 2025) expected to begin dosing in Q2 2026 with initial results anticipated about 12 months after first dosing. The 10-K highlights substantial financing needs, auditor explanatory going-concern language, patent coverage through 2036, Asian business-development agreements, and material risk factors affecting operations and liquidity.