Jupiter Neurosciences (JUNS) starts drawing on $20M equity line after new stock deal
Rhea-AI Filing Summary
Jupiter Neurosciences, Inc. (JUNS) reported it entered into a Securities Purchase Agreement for a registered direct offering of 307,692 common shares at $6.50 per share, for aggregate gross proceeds of about $2.0 million. The shares are being sold under an effective Form S-3 shelf registration statement, with closing expected on or about August 24, 2026, subject to customary conditions.
The company engaged D. Boral Capital LLC as exclusive placement agent, agreeing to pay a 7.0% cash fee on gross proceeds and reimburse documented expenses up to $75,000. Jupiter also agreed to restrictions on issuing additional common stock or equivalents for 30 days following closing.
Separately, under its Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), Jupiter issued 107,920 unregistered common shares between August 14–21, 2026 for gross proceeds of $851,194. These shares were sold at 97% of the lowest three-day VWAP, in reliance on Section 4(a)(2) and Rule 506(b), based on Yorkville’s accredited investor status.
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8-K Event Classification
4 items: 1.01, 3.02, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
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, or exhibit attachments filed with this report.
Key Figures
Registered direct offering shares: 307,692 shares of common stock
Offering price per share: $6.50 per share
Gross proceeds from registered offering: $2.0 million
+5 more
8 metrics
Registered direct offering shares
307,692 shares of common stock
Shares to be issued to investors in the registered direct offering
Offering price per share
$6.50 per share
Price of common stock in the registered direct offering
Gross proceeds from registered offering
$2.0 million
Aggregate gross proceeds to Jupiter Neurosciences before fees and expenses
Placement agent fee
7.0% of gross proceeds
Cash fee payable to D. Boral Capital LLC on the offering
Expense reimbursement cap
$75,000
Maximum reimbursement for placement agent’s reasonable out-of-pocket expenses
SEPA capacity
$20,000,000
Maximum aggregate amount of common stock Jupiter may sell to Yorkville under the SEPA
SEPA shares sold in August 2026
107,920 shares of common stock
Shares issued to Yorkville between August 14 and August 21, 2026
SEPA gross proceeds in August 2026
$851,194
Aggregate gross proceeds from SEPA advances between August 14 and August 21, 2026
Key Terms
registered direct offering, shelf registration statement, Standby Equity Purchase Agreement, volume-weighted average price, +1 more
5 terms
registered direct offering financial
"entered into a securities purchase agreement for the purchase and sale of 307,692 shares of common stock in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
shelf registration statement regulatory
"offered by the Company pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Standby Equity Purchase Agreement financial
"entered into a Standby Equity Purchase Agreement (as amended, the “SEPA”) with YA II PN, Ltd."
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.
volume-weighted average price financial
"purchase price for each Advance was equal to 97% of the lowest daily volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
accredited investor regulatory
"including that Yorkville is an “accredited investor” as defined in Rule 501(a) of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
FAQ
What capital raise did JUNS announce on August 21, 2026?
Jupiter Neurosciences announced a registered direct offering of 307,692 common shares at $6.50 per share, for gross proceeds of approximately $2.0 million, under its effective Form S-3 shelf registration statement, with closing expected on or about August 24, 2026, subject to customary closing conditions.
How is D. Boral Capital LLC compensated in the JUNS offering?
D. Boral Capital LLC will receive a cash fee equal to 7.0% of the gross proceeds from the sale of the shares and reimbursement of reasonable documented out-of-pocket expenses, including legal fees, capped at $75,000, under the placement agency agreement with Jupiter Neurosciences.
What activity occurred under JUNS’s Standby Equity Purchase Agreement with Yorkville?
Between August 14 and August 21, 2026, Jupiter Neurosciences issued and sold 107,920 common shares to Yorkville under the SEPA for gross proceeds of $851,194, at 97% of the lowest daily three-day VWAP, relying on Section 4(a)(2) and Rule 506(b) exemptions.
What is the maximum amount JUNS can sell under the SEPA with Yorkville?
Under the Standby Equity Purchase Agreement, Jupiter Neurosciences has the right, but not the obligation, to sell up to $20,000,000 of common stock to YA II PN, Ltd. (Yorkville) over time, subject to the limitations and conditions set forth in the SEPA.
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