Jupiter Neurosciences (NASDAQ: JUNS) details Yorkville SEPA terms

Rhea-AI Filing Summary

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.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 48,224,110 shares Meeting quorum: 28,456,277 shares (approximately 59%) SEPA capacity: $20.0 million +5 more

8 metrics

Shares outstanding 48,224,110 shares Common stock outstanding as of record date June 15, 2026

Meeting quorum 28,456,277 shares (approximately 59%) Shares represented at the 2026 Annual Meeting of Stockholders

SEPA capacity $20.0 million Maximum aggregate purchase amount under Standby Equity Purchase Agreement with Yorkville

Original issue discount 7.0% Discount on each Yorkville Convertible Note issued under the SEPA

Initial conversion price $1.50 per share Fixed initial conversion price of Yorkville Convertible Notes into common stock

Outstanding note principal approximately $1.5 million Aggregate principal amount of Convertible Notes remaining outstanding

SEPA Shares issued approximately 12.5 million shares Total SEPA Shares sold to Yorkville under the SEPA

Net proceeds from SEPA approximately $4.1 million Aggregate net cash received from SEPA Shares issued to Yorkville

Key Terms

Standby Equity Purchase Agreement, Convertible Note, original issue discount, broker non-votes, +1 more

5 terms

Standby Equity Purchase Agreement financial

"in connection with the Company’s Standby Equity Purchase Agreement dated October 24, 2025"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

Convertible Note financial

"issued to Yorkville a Convertible Note in the principal amount of $4.0 million"

A convertible note is a type of loan that a company gets from investors, which can later be turned into company shares instead of being paid back in cash. It matters because it helps startups raise money quickly without setting a fixed value for the company right away, making it easier to grow and attract investors.

original issue discount financial

"which was issued with an original issue discount of 7.0%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

broker non-votes regulatory

"VOTES FOR | | AUTHORITY WITHHELD | | BROKER NON-VOTES Christer Rosén"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date regulatory

"At the close of business on June 15, 2026, the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/27/2026 - 09:01 AM Accepted by SEC EDGAR 07/27/2026 - 09:00 AM Learn about SEC filing dates

FAQ

What quorum did Jupiter Neurosciences (JUNS) achieve at its 2026 Annual Meeting?

The quorum consisted of 28,456,277 shares, about 59% of the company’s 48,224,110 outstanding common shares as of June 15, 2026. This participation level allowed Jupiter Neurosciences to conduct the 2026 Annual Meeting and report voting results for directors and other proposals.

What is the size of Jupiter Neurosciences (JUNS) SEPA with Yorkville?

The Standby Equity Purchase Agreement with YA II PN, Ltd. permits issuance of up to $20.0 million of common stock as SEPA Shares. Jupiter can access this facility over time through prepaid advances and conversions, subject to the specific terms and conditions of the SEPA.

What are the key terms of the Yorkville convertible notes for JUNS?

Jupiter issued Yorkville two Convertible Notes with principal amounts of $4.0 million and $2.0 million, each at a 7.0% original issue discount. Both notes are initially convertible into common stock at a fixed conversion price of $1.50 per share.

How much Yorkville convertible note principal for JUNS remains outstanding?

Approximately $1.5 million aggregate principal amount of the Convertible Notes remains outstanding. This balance may be settled through further issuances of SEPA Shares or, at the company’s option, repaid in cash, in each case in accordance with the SEPA and note terms.

How many SEPA Shares has Jupiter Neurosciences (JUNS) issued to Yorkville and what cash has it received?

Jupiter has issued and sold approximately 12.5 million SEPA Shares to Yorkville for aggregate net proceeds of about $4.1 million. These shares were issued in connection with settling prepaid advances and converting portions of the outstanding Convertible Notes.

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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

Date of Report (Date of earliest event reported): July 22, 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 5.07 Submission of Matters to a Vote of Security Holders.

Jupiter Neurosciences, Inc. (“Jupiter” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on July 22, 2026. In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934, as amended. At the close of business on June 15, 2026, the record date for the Annual Meeting (the “Record Date”), there were 48,224,110 shares of common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the Record Date.

At the Annual Meeting, 28,456,277 of the Company’s 48,224,110 outstanding shares of common stock entitled to vote as of the Record Date, or approximately 59%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The following are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in Jupiter’s Notice of 2026 Annual Meeting of Stockholders and Proxy Statement, filed with the Securities and Exchange Commission on June 22, 2026, as amended.

1. The stockholders elected each of Jupiter’s seven director nominees, each to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. In connection with his appointment, Dr. Andrew J. Cutler was also appointed to serve as a member of the Compensation Committee of our board of directors (the “Board”), effective on the same date as his appointment to the Board. The vote tabulation with respect to the nominees was as follows:

NOMINEE		VOTES FOR		AUTHORITY WITHHELD		BROKER NON-VOTES
Christer Rosén		18,867,403		209,747		9,379,127
Marshall Hayward, Ph.D.		18,919,082		158,068		9,379,127
Alison D. Silva		18,864,702		212,448		9,379,127
Nicholas H. Hemmerly		18,869,256		207,894		9,379,127
Tomas J. Philipson		18,923,747		153,403		9,379,127
Andrew J. Cutler, M.D.		18,899,261		177,889		9,379,127
Holger Weis		18,920,866		156,284		9,379,127

2. The selection of Cherry Bekaert LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results of the vote were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
28,070,928		286,851		98,498		0

3. The stockholders approved an amendment to our 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number shares of common stock available for sale under the 2025 Plan by 5,250,000 shares of common stock. The results of the vote were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
16,518,361		2,416,038		142,751		9,379,127

4. The stockholders approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1:10 and not more than 1:100 (the “Reverse Stock Split”), such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of our Board. The results of the vote were as follows:

VOTES FOR		VOTES AGAINST		VOTES ABSTAINED		BROKER NON-VOTES
24,398,822		4,008,323		49,132		0

Item 8.01. Other Events

As previously disclosed, in connection with the Company’s Standby Equity Purchase Agreement dated October 24, 2025 (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right, but not the obligation, to issue and sell to Yorkville, from time to time, up to $20.0 million of shares of its common stock (the “SEPA Shares”), Yorkville provided the Company with advance funds of $6.0 million funded in two tranches (each a “Prepaid Advance”), in exchange for its issuance of convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible Notes”). Each Prepaid Advance is expected to be repaid through the issuance of SEPA Shares at a price per share determined in accordance with the terms of the SEPA, which is generally based on a discount to the prevailing market price of our common stock during a specified pricing period, unless earlier repaid in cash at our option, subject to the terms of the SEPA. Accordingly, the number of SEPA Shares issuable upon settlement of any Prepaid Advance will depend on the market price of our common stock at the time of such settlement and cannot be determined at the time such Prepaid Advance is made or thereafter until settlement. On October 27, 2025, the Company received the first tranche of the Prepaid Advance in the amount of $3,720,000 and issued to Yorkville a Convertible Note in the principal amount of $4.0 million (the “First Convertible Note”), which was issued with an original issue discount of 7.0%. The First Convertible Note is initially convertible into shares of the Company’s common stock at a fixed conversion price of $1.50 per share. Subsequently, upon satisfaction of the applicable conditions, on December 23, 2025 the Company received the second tranche of the Prepaid Advance in the amount of $1,860,000 and issued to Yorkville a Convertible Note in the principal amount of $2.0 million (the “Second Convertible Note” and, together with the First Convertible Note, the “Convertible Notes”), which was issued with an original issue discount of 7.0% and is initially convertible into shares of our common stock at a fixed conversion price of $1.50 per share.

As of the date of this Current Report on Form 8-K, approximately $1.5 million aggregate principal amount of the Convertible Notes remains outstanding. The Company has issued and sold approximately 12.5 million SEPA Shares to Yorkville pursuant to the SEPA, including SEPA Shares issued in connection with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds to the Company of approximately $4.1 million. We may continue to issue SEPA Shares to Yorkville pursuant to the SEPA, including in connection with any outstanding or future Prepaid Advances or conversions of Convertible Notes, subject to the terms and conditions of the SEPA.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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

Date: July 27, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB