Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-291832
Prospectus
Supplement No. 10
(To
Prospectus dated December 11, 2025)
Jupiter
Neurosciences, Inc.
This
prospectus supplement updates, amends and supplements the prospectus dated December 11, 2025 (the “Prospectus”), which forms
a part of our Registration Statement on Form S-1 (Registration No. 333-291832) and is being filed to
update, amend and supplement the information included in the Prospectus with information contained in our Current Report on Form 8-K,
which was filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2026 (the “Current Report”).
Accordingly, we have attached the Current Report to this prospectus supplement. Capitalized terms used in this prospectus supplement
and not otherwise defined herein have the meanings specified in the Prospectus.
This
prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus,
which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information
in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement
with your Prospectus for future reference.
Shares
of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC under
the symbol “JUNS.” On July 28, 2026, the closing price of our Common Stock was $0.1097
per share.
Investing
in our securities involves risks that are described in the “Risk Factors” section
of the Prospectus.
Neither
the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus
supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus supplement is July 29, 2026.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 28, 2026
JUPITER
NEUROSCIENCES, INC.
(Exact
Name of Registrant as Specified in its Charter)
| delaware |
|
001-41265 |
|
47-4828381 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 11621 Kew Gardens Avenue,
Suite 210 |
|
|
| Palm Beach Gardens, FL |
|
33410 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (561) 406-6154
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A-2. below):
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock |
|
JUNS |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.02 Unregistered Sales of Equity Securities.
As
previously disclosed, on October 24, 2025, Jupiter Neurosciences, Inc. (the “Company”) entered into a Standby Equity Purchase
Agreement (as amended, the “SEPA”) with YA II PN, Ltd. (“Yorkville”), a Cayman Islands exempt limited partnership,
pursuant to which the Company has the right, but not the obligation, to sell to Yorkville up to $20,000,000 of shares of Common Stock,
par value $0.0001 per share (the “Common Stock”), from time to time, subject to certain limitations and conditions set forth
in the SEPA.
The
SEPA was initially described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on October 27, 2025, as amended by the Current Report on Form 8-K/A filed on November 20, 2025, each of which is incorporated
herein by reference.
Between
May 14, 2026 and July 24, 2026, pursuant to Advance Notices delivered under the SEPA, the Company issued and sold to Yorkville an aggregate
of 11,470,000 shares of Common Stock for aggregate gross proceeds of approximately $3.6M. The per-share purchase price
for each Advance was equal to 97% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock on The Nasdaq
Capital Market during the applicable three-consecutive-trading-day pricing period commencing on the date of delivery of the applicable
Advance Notice, as specified in the SEPA.
The
shares of Common Stock described herein were issued and sold in reliance on the exemption from registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.
The Company’s reliance on this exemption is based on representations made by Yorkville in the SEPA, including that Yorkville is
an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act, and that the shares were acquired
for investment purposes and not with a view toward distribution.
Item
8.01 Other Events.
Following
the issuances and sales of Common Stock pursuant to the SEPA described in Item 3.02 above, as of July 28, 2026, the Company had 56,520,143
shares of Common Stock issued and outstanding.
Item
9.01 Financial Statements and Exhibits.
(d)
Index of Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| JUPITER NEUROSCIENCES, INC. |
|
| |
|
|
| By: |
/s/
Christer Rosén |
|
| |
Christer Rosén |
|
| |
Chief Executive Officer |
|
