Filed
pursuant to Rule 424(b)(3)
Registration
No. 333-291832
Prospectus
Supplement No. 5
(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 June 5, 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 June 4, 2026, the closing price of our Common Stock was $ 0.2550 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 June 5, 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
June
2, 2026
Date
of Report (Date of earliest event reported)
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.) |
| 1001
North US HWY 1, Suite 504, Jupiter, FL |
|
33477 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(561)
406-6154
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Compensatory Arrangements of Certain Officers
The
following sets forth certain compensatory arrangements entered into, adopted or modified by Jupiter Neurosciences, Inc. (the “Company”)
during the period covered by this Current Report.
Alison
Silva
On
June 5, 2026, the Company entered into amendment No. 3 (the “Amendment”) to the employment agreement with Alison Silva,
dated September 1, 2021, as amended. The Amendment appoints Ms. Silva as the Company’s Chief Operating Officer and President and
increases Ms. Silva’s base salary to $340,200 from $315,000. In connection with the Amendment, on June 2, 2026, the board
of directors of the Company (the “Board”), based on the recommendation of the compensation committee of the Board (the “Compensation
Committee”), approved a one-time grant of options to purchase up to 600,000 shares of the Company’s common stock under the
Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (the “Plan”) to Ms. Silva with an exercise price equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize her contributions to the Company.
Such option grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s
continued service with the Company through each applicable vesting date.
The
foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text
of the Amendment, a copy of which is attached to this Current Report as Exhibit 10.1.
Director
Compensation
On
June 2, 2026, the Compensation Committee approved a grant of stock options to each of the Company’s independent non-employee directors
to purchase up to 100,000 shares of the Company’s common stock under the Plan, with an exercise price per share equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Such option grants vest over three years
commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company
through each applicable vesting date.
Discretionary
Bonus Options in Lieu of Cash and Long-Term Incentive Compensation
On
June 2, 2026, the Board, based on the recommendation of the Compensation Committee, approved discretionary bonuses to the following executives
in the form of stock options under the Plan in lieu of cash:
| Executive |
|
Title |
|
Option
Grant |
| Christer
Rosén |
|
Chairman
of Board, Chief Executive Officer and Director |
|
747,783 |
| Alison
Silva |
|
Chief
Operating Officer and President |
|
427,304 |
| Saleem
Elmasri |
|
Chief
Financial Officer |
|
325,565 |
| Marshall
Hayward, Ph.D. |
|
Chief
Scientific Officer and Director |
|
259,231 |
| Alexander
Rosén |
|
Chief
Administrative Officer |
|
341,843 |
In
addition, the Board, based on the recommendation of the Compensation Committee, approved a one-time grant of options to purchase up
to 200,000 shares of the Company’s common stock under the Plan to Mr. Elmasri with an exercise price equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize his contributions to the
Company. Each such grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the
recipient’s continued service with the Company through each applicable vesting date.
Item
9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amendment No. 3 to Executive Employment Agreement, dated as of June 5, 2026, between the Company and Alison Silva. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101) |
SIGNATURES
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. |
| |
|
|
| Date: June 5, 2026 |
By: |
/s/
Christer Rosén |
| |
Name: |
Christer Rosén |
| |
Title: |
Chief Executive Officer |
Exhibit
10.1
Amendment
No. 3 to Executive Employment Agreement
Dated
as of June 5, 2026
This
Amendment No. 3 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment
Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and Alison
Silva (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each
individually as a “Party”.
WHEREAS,
the Parties are the parties to that certain Executive Employment Agreement, dated as of September 1, 2021 (the “Original Agreement”),
as amended by that certain Amendment to Executive Employment Agreement dated as of September 29, 2021 (“Amendment No. 1”),
and that certain Amendment to Executive Employment Agreement dated as of December 18, 2023 (“Amendment No. 2,” and together
with the Original Agreement and Amendment No. 1, the “Agreement”), and now desire to further amend the Agreement as set forth
herein and pursuant to Section 14 of the Original Agreement the Parties may amend the Agreement in writing;
NOW,
THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | Defined
Terms. Defined terms used herein without definition shall have the meanings given in
the Original Agreement. |
| | | |
| 2. | Amendment. |
| (a) | Pursuant
to Section 14 of the Original Agreement, Section 1(b) of the Original Agreement is hereby
amended and restated to provide that the Executive shall serve as the Chief Operating Officer
and President of the Company and shall report to the Chief Executive Officer of the Company.
The Executive shall have such duties and responsibilities as are consistent with Executive’s
position as Chief Operating Officer and President of the Company. |
| | | |
| (b) | Effective
as of the Amendment Date, Section 2(a) of the Original Agreement, as amended by Amendment
No. 2, is hereby further amended to provide that the Executive’s annual Base Salary
shall be $340,200 on an annual basis. |
| | | |
| (c) | All
references in the Original Agreement to ‘President and Chief Business Officer’
or ‘Chief Business Officer’ shall be deemed references to ‘Chief Operating
Officer and President’ or ‘Chief Operating Officer,’ respectively. |
| 3. | Remainder
in Force. Other than as amended herein, the Agreement shall remain in full force and
effect until terminated in accordance with its terms. Any reference in the Original Agreement
to the “Agreement” shall now be deemed a reference to the Original Agreement
as amended by Amendment No. 1, Amendment No. 2 and this Amendment. For the avoidance of doubt,
all restrictive covenants contained in the Original Agreement shall remain in full force
and effect and shall apply to the Executive in her capacity as Chief Operating Officer and
President. |
| (a) | The
headings in this Amendment are for reference only and shall not affect the interpretation
of this Amendment. |
| | | |
| (b) | This
Amendment and the rights and obligations of the Parties shall be governed by and construed
and enforced in accordance with the laws of the State of Florida without giving effect to
any choice or conflict of law provision or rule (whether of the State of Florida or any other
jurisdiction). |
| | | |
| (c) | This
Amendment may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to be one and the same agreement. A signed copy of
this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
| | | |
| (d) | The
compensation and other terms set forth in this Amendment have been approved by the Board
of Directors (or the Compensation Committee thereof) of the Company. Executive acknowledges
that all compensation payable under the Agreement, as amended hereby, shall be subject to
the Company’s compensation recovery (clawback) policy as in effect from time to time. |
[Signatures
appear on following page]
IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Date.
| |
Jupiter
Neurosciences, Inc. |
| |
|
|
| |
By:
|
/s/
Christer Rosén |
| |
Name:
|
Christer
Rosén |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| |
Executive:
Alison Silva |
| |
|
|
| |
By: |
/s/
Alison Silva |
| |
Name: |
Alison
Silva |
