Jupiter Neurosciences (Nasdaq: JUNS) sells 11.47M shares under SEPA
Rhea-AI Filing Summary
Jupiter Neurosciences, Inc. entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville), giving the company the right to sell up to $20,000,000 of common stock from time to time, subject to conditions in the SEPA.
Between May 14, 2026 and July 24, 2026, the company issued and sold 11,470,000 shares of common stock to Yorkville for aggregate gross proceeds of approximately $3. The purchase price for each advance equaled 97% of the lowest daily volume-weighted average price over a three-trading-day period. These unregistered sales relied on Section 4(a)(2) and Rule 506(b) of Regulation D, with Yorkville representing accredited investor status. Following these issuances, as of July 28, 2026, Jupiter Neurosciences had 56,520,143 common shares issued and outstanding.
Positive
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Negative
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Filing Explained
The completed SEPA issuances brought Jupiter Neurosciences to
8-K Event Classification
3 items: 3.02, 8.01, 9.01
3 items
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, and exhibit attachments filed with this report.
Key Figures
SEPA capacity: $20,000,000
Shares issued under SEPA: 11,470,000 shares
Aggregate gross proceeds: approximately $3
+2 more
5 metrics
SEPA capacity
$20,000,000
Maximum aggregate amount of common stock Jupiter may sell to Yorkville under the SEPA
Shares issued under SEPA
11,470,000 shares
Common stock sold to Yorkville between May 14, 2026 and July 24, 2026
Aggregate gross proceeds
approximately $3
Total gross proceeds from SEPA advances between May 14, 2026 and July 24, 2026
Advance pricing discount
97%
Each advance priced at 97% of the lowest daily VWAP over a three-day period
Shares outstanding
56,520,143 shares
Common stock issued and outstanding as of July 28, 2026 after SEPA issuances
Key Terms
Standby Equity Purchase Agreement, volume-weighted average price, Section 4(a)(2) of the Securities Act of 1933, Rule 506(b) of Regulation D, +1 more
5 terms
Standby Equity Purchase Agreement financial
"entered into a Standby Equity Purchase Agreement (as amended, the “SEPA”)"
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
"97% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock"
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.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act"
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D promulgated thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What equity agreement did Jupiter Neurosciences (JUNS) use with Yorkville?
Jupiter Neurosciences used a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., allowing it to sell up to $20,000,000 of common stock from time to time, subject to limitations and conditions in the SEPA.