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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
August
26, 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.) |
| 11621
Kew Gardens Ave, Suite 210, Palm Beach Gardens, FL |
|
33410 |
| (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
1.01. Entry into a Material Definitive Agreement.
On
August 26, 2026, Jupiter Neurosciences, Inc. (the “Company”) entered into separate Debt Forgiveness and Release Agreements
(each, a “Forgiveness Agreement” and collectively, the “Forgiveness Agreements”) with certain executive officers
and directors of the Company pursuant to which such individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation
previously owed by the Company (the “Debt Forgiveness”). The forgiven amounts consisted of accrued salaries that had been reflected as liabilities on the Company’s balance sheet.
The
following table sets forth the amounts forgiven by each individual:
| Name | |
Title | |
Amount Forgiven | |
| Christer Rosén | |
Chairman and Chief Executive Officer and Director | |
$ | 356,024 | |
| Alison Silva | |
President, Chief Operating Officer and Director | |
$ | 81,431 | |
| Marshall Hayward, Ph.D. | |
Chief Scientific Officer and Director | |
$ | 287,075 | |
| Alexander Rosén | |
Chief Administrative Officer | |
$ | 150,785 | |
Pursuant
to the Forgiveness Agreements, effective as of August 26, 2026, each applicable individual agreed to irrevocably terminate and forgive
in full the accrued compensation obligations owed by the Company to such individual. The Debt Forgiveness was gratuitous, and the Company
did not issue any equity securities or pay any cash or other consideration in exchange for the forgiveness of such obligations. In addition,
each Forgiveness Agreement contains a general release of claims by the applicable individual in favor of the Company and its affiliates
and their respective officers, directors, stockholders and agents with respect to claims arising out of or relating to the forgiven compensation
obligations, subject to customary exceptions, including claims arising under the Forgiveness Agreement itself.
The
foregoing summary of the Forgiveness Agreements does not purport to be complete and is qualified in its entirety by reference to the
form of the Forgiveness Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
8.01 Other Events.
As
of the date of this Current Report on Form 8-K, the Company has 1,318,521 shares of Common Stock issued and outstanding.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Debt Forgiveness and Release Agreement, dated as of August 26, 2026, by and between the Company and the Counterparty party thereto. |
| 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. |
| |
|
|
| Dated:
August 27, 2026 |
By: |
/s/
Christer Rosen |
| |
Name: |
Christer
Rosen |
| |
Title: |
Chief
Executive Officer |