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Jupiter Neurosciences (JUNS) launches 1-for-75 reverse stock split to aid Nasdaq compliance

Filing Impact
(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Jupiter Neurosciences, Inc. approved and implemented a 1-for-75 reverse stock split of its common stock. The legal effective time is 4:01 p.m. Eastern Time on August 6, 2026, and the shares are expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on August 7, 2026 under the existing symbol JUNS and a new CUSIP 48208B302.

Each block of seventy-five previously issued and outstanding shares converts into one share, with no change to the $0.0001 par value or to the total number of authorized shares. Fractional shares will not be issued; instead, affected stockholders receive cash based on the adjusted closing price immediately prior to effectiveness. As of August 4, 2026, approximately 57,756,143 shares outstanding will be reduced to about 770,081 shares after the split. Exercise and conversion terms of outstanding options, warrants, convertible securities, and stock incentive plans are adjusted proportionately. The reverse split is intended to increase the per-share trading price to help the company regain compliance with Nasdaq’s minimum bid price requirement.

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Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Reverse Stock Split ratio 1-for-75 Each 75 shares of common stock convert into 1 share
Effective Time 4:01 p.m. Eastern Time on August 6, 2026 Legal effectiveness of reverse stock split
Post-split trading date August 7, 2026 First trading day on a split-adjusted basis on Nasdaq
Pre-split shares outstanding 57,756,143 shares Common stock outstanding as of August 4, 2026
Post-split shares outstanding approximately 770,081 shares Common stock outstanding after 1-for-75 reverse split
New CUSIP 48208B302 CUSIP for JUNS common stock after reverse split
reverse stock split financial
"filed ... an amendment ... to effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Capital Market financial
"trading on a post-split basis at the open of trading on The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
minimum bid price requirement financial
"to enable the Company to regain compliance with the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
book-entry form financial
"Stockholders holding their shares electronically in book-entry form are not required to take any action"
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.
convertible securities financial
"exercise and conversion prices of the Company’s outstanding stock options and convertible securities"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
Phase IIa clinical trial medical
"JOTROL ... is currently in a Phase IIa clinical trial for Parkinson’s disease"
A Phase IIA clinical trial is a research study that tests how well a new medical treatment works and whether it is safe enough to continue development. It usually involves a larger group of patients to see if the treatment has the desired effect, similar to trying out a new recipe to see if it tastes good and is safe to serve. Investors care because positive results at this stage can indicate that a treatment is promising and may eventually reach the market.

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

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FAQ

What reverse stock split did Jupiter Neurosciences (JUNS) approve?
Jupiter Neurosciences approved a 1-for-75 reverse stock split of its common stock. Every seventy-five existing shares are automatically converted into one share, with no change to par value or total authorized shares.

When does the JUNS reverse stock split take effect and begin trading?
The reverse stock split becomes legally effective at 4:01 p.m. Eastern Time on August 6, 2026. JUNS shares are expected to trade on a split-adjusted basis on August 7, 2026 on the Nasdaq Capital Market.

How does the reverse split affect JUNS shares outstanding?
The 1-for-75 reverse split will reduce outstanding common stock from approximately 57,756,143 shares as of August 4, 2026 to about 770,081 shares. Authorized shares remain unchanged, so this change only affects issued and outstanding shares.

What is the purpose of Jupiter Neurosciences’ reverse stock split?
The reverse stock split is intended to increase the per share trading price of JUNS common stock. The company states the goal is to help it regain compliance with Nasdaq’s minimum bid price requirement for continued listing.

How will fractional JUNS shares be handled in the reverse split?
No fractional shares will be issued. Stockholders entitled to a fraction will receive a cash payment equal to the fractional share multiplied by the adjusted closing sales price of JUNS on Nasdaq on the trading day before effectiveness.

Does the JUNS reverse split affect options, warrants, and convertible securities?
Yes. The company will make proportionate adjustments to the exercise and conversion prices and the number of shares issuable under all outstanding options, warrants, convertible securities, and stock incentive plans to reflect the 1-for-75 reverse split.

Will JUNS shareholders need to take action for the reverse split?
Shareholders holding JUNS in book-entry or through a broker will see positions automatically adjusted and need not act. Holders of physical certificates will receive instructions from Equiniti Trust Company, LLC on exchanging certificates and receiving any cash for fractional shares.
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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 6, 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 3.03 Material Modifications to Rights of Security Holders.

 

To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On August 6, 2026, Jupiter Neurosciences, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to its certificate of incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-75 (the “Reverse Stock Split”). Pursuant to the Certificate of Amendment, the Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on August 6, 2026 (the “Effective Time”) and shares of the Company’s Common Stock are expected to begin trading on a post-split basis at the open of trading on The Nasdaq Capital Market on August 7, 2026. At the Effective Time, every seventy-five (75) shares of the Company’s issued and outstanding shares of Common Stock will be automatically converted into one (1) share of Common Stock, without any change in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, warrants and convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans. No change will be made to the number of shares of Common Stock authorized under the Company’s certificate of incorporation. Any stockholder who would otherwise be entitled to a fractional share of Common Stock created as a result of the Reverse Stock Split is entitled to receive a cash payment in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of Common Stock on The Nasdaq Capital Market on the trading day immediately prior to the effective date of the Reverse Stock Split, as adjusted for the Reverse Stock Split.

 

Following the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “JUNS.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 48208B302.

 

The summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01 Other Information.

 

On August 5, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Certificate of Amendment to the Certificate of Incorporation of Jupiter Neurosciences, Inc.
99.1   Press Release issued by Jupiter Neurosciences, Inc., dated August 5, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

Date: August 6, 2026 Jupiter Neurosciences, Inc.
   
  By: /s/ Christer Rosen
  Name: Christer Rosen
  Title: Chairman and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Jupiter Neurosciences, Inc. Announces Reverse Stock Split

 

Jupiter’s common stock is expected to begin trading on a post-split adjusted basis on August 7, 2026

 

JUPITER, FL, August 5, 2026 /PRNewswire/ — Jupiter Neurosciences, Inc. (NASDAQ: JUNS) (“Jupiter” or the “Company”), a clinical-stage biopharmaceutical company focused on developing innovative therapies for neurological and neurodegenerative disorders, today announced that the board of directors of the Company approved a 1-for-75 reverse stock split (the “Reverse Split”) of the Company’s common stock. The Reverse Split was approved by the stockholders at the Company’s annual meeting of the stockholders held on July 22, 2026. The Reverse Split will legally take effect at 4:01 p.m. Eastern Time, on August 6, 2026. The Company’s common stock will open for trading under a new CUSIP number 48208B 302 on The Nasdaq Capital Market on August 7, 2026, on a split-adjusted basis under the current ticker symbol “JUNS.” The Reverse Split is intended to increase the per share trading price of the Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

 

The 1-for-75 Reverse Split will automatically convert every seventy-five (75) current shares of the Company’s common stock into one (1) share of common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of the Company’s common stock following the Reverse Split will receive a cash payment in lieu thereof equal to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of the Company’s common stock on The Nasdaq Capital Market, as adjusted for the Reverse Split, on the trading day immediately prior to the effective date of the Reverse Split, August 6, 2026.

 

The Reverse Split will reduce the number of shares of outstanding common stock from approximately 57,756,143 shares, the number of shares outstanding as of August 4, 2026, to approximately 770,081 shares. The total authorized number of shares will not be reduced. Proportional adjustments will also be made to the exercise and conversion prices of the Company’s outstanding stock options and convertible securities, and to the number of shares issued and issuable under the Company’s stock incentive plans.

 

Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split, subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For those stockholders holding physical stock certificates, the Company’s transfer agent, Equiniti Trust Company, LLC, will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing the post-split number of shares, and any payments in cash in lieu of fractional shares, if applicable.

 

 

 

 

About Jupiter Neurosciences, Inc.

 

Jupiter Neurosciences, Inc. (NASDAQ: JUNS) is a clinical-stage biopharmaceutical company advancing a therapeutic pipeline targeting central nervous system disorders and neuroinflammation. The Company’s present lead program, JOTROL™ — a proprietary, enhanced-bioavailability resveratrol formulation — is currently in a Phase IIa clinical trial for Parkinson’s disease. JUNS also commercializes Nugevia™, a consumer longevity supplement. The acquisition of exclusive U.S. rights to ALA-002 further strengthens the Company’s CNS pipeline by adding a next-generation, patented psychedelic NCE at a pivotal moment in U.S. regulatory policy. For more information, visit www.jupiterneurosciences.com.

 

Forward Looking Statements

 

Any statements in this press release about our future expectations, plans and prospects, including statements regarding our strategy, future operations, prospects, plans and objectives, the timing and effectiveness of the Reverse Split, the Company’s ability to regain compliance with the Nasdaq minimum bid price and other listing requirement and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including statements regarding the Company’s current objectives. These statements are based on the Company’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Additional information regarding these and other risks and uncertainties is contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

 

INVESTOR & MEDIA CONTACT

 

Company: Jupiter Neurosciences, Inc.

Address: 11621 Kew Gardens Ave, Suite 210, Jupiter, FL 33410

Phone: +1 (561) 406-6154

 

Investor Relations: ir@jupiterneurosciences.com

 

 

 

Source: View Original Filing on SEC EDGAR

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