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Jupiter Neurosciences (NASDAQ: JUNS) expands equity awards for executives and directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jupiter Neurosciences, Inc. updated executive and director compensation, emphasizing stock-based incentives under its 2025 Equity Incentive Plan. Alison Silva was appointed Chief Operating Officer and President and her base salary increased to $340,200 from $315,000.

Silva received options to purchase up to 600,000 shares, while each independent non-employee director received options for 100,000 shares. The Board also granted discretionary bonus options in lieu of cash to several executives, including 747,783 options to CEO Christer Rosén and 427,304 options to Silva, plus an additional 200,000 options to CFO Saleem Elmasri. These options generally vest over three years starting on September 2, 2026 in equal quarterly installments.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Alison Silva new base salary $340,200 per year Amended employment agreement as COO and President
Alison Silva prior base salary $315,000 per year Before June 5, 2026 amendment
Alison Silva main option grant 600,000 shares Options under 2025 Equity Incentive Plan
Independent director option grant 100,000 shares each Options for each independent non-employee director
CEO Christer Rosén bonus options 747,783 options Discretionary bonus in lieu of cash
Alison Silva bonus options 427,304 options Discretionary bonus in lieu of cash
CFO Saleem Elmasri bonus options 325,565 options Discretionary bonus in lieu of cash
Additional grant to CFO Elmasri 200,000 options One-time grant recognizing contributions
2025 Equity Incentive Plan financial
"under the Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (the “Plan”)"
discretionary bonuses financial
"approved discretionary bonuses to the following executives in the form of stock options"
exercise price financial
"with an exercise price equal to the closing price of the Company’s common stock"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
vesting financial
"Such option grant vests over three years commencing from September 2, 2026 in equal quarterly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
independent non-employee directors financial
"approved a grant of stock options to each of the Company’s independent non-employee directors"
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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

 

June 2, 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.)

 

1001 North US HWY 1, Suite 504, Jupiter, FL   33477
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) Compensatory Arrangements of Certain Officers

 

The following sets forth certain compensatory arrangements entered into, adopted or modified by Jupiter Neurosciences, Inc. (the “Company”) during the period covered by this Current Report.

 

Alison Silva

 

On June 5, 2026, the Company entered into amendment No. 3 (the “Amendment”) to the employment agreement with Alison Silva, dated September 1, 2021, as amended. The Amendment appoints Ms. Silva as the Company’s Chief Operating Officer and President and increases Ms. Silva’s base salary to $340,200 from $315,000. In connection with the Amendment, on June 2, 2026, the board of directors of the Company (the “Board”), based on the recommendation of the compensation committee of the Board (the “Compensation Committee”), approved a one-time grant of options to purchase up to 600,000 shares of the Company’s common stock under the Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (the “Plan”) to Ms. Silva with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize her contributions to the Company. Such option grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company through each applicable vesting date.

 

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Amendment, a copy of which is attached to this Current Report as Exhibit 10.1.

 

Director Compensation

 

On June 2, 2026, the Compensation Committee approved a grant of stock options to each of the Company’s independent non-employee directors to purchase up to 100,000 shares of the Company’s common stock under the Plan, with an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Such option grants vest over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company through each applicable vesting date.

 

Discretionary Bonus Options in Lieu of Cash and Long-Term Incentive Compensation

 

On June 2, 2026, the Board, based on the recommendation of the Compensation Committee, approved discretionary bonuses to the following executives in the form of stock options under the Plan in lieu of cash:

 

Executive   Title   Option Grant
Christer Rosén   Chairman of Board, Chief Executive Officer and Director   747,783
Alison Silva   Chief Operating Officer and President   427,304
Saleem Elmasri   Chief Financial Officer   325,565
Marshall Hayward, Ph.D.   Chief Scientific Officer and Director   259,231
Alexander Rosén   Chief Administrative Officer   341,843

 

In addition, the Board, based on the recommendation of the Compensation Committee, approved a one-time grant of options to purchase up to 200,000 shares of the Company’s common stock under the Plan to Mr. Elmasri with an exercise price equal to the closing price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize his contributions to the Company. Each such grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company through each applicable vesting date.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Amendment No. 3 to Executive Employment Agreement, dated as of June 5, 2026, between the Company and Alison Silva.
     
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.
     
Date: June 5, 2026 By: /s/ Christer Rosén
  Name: Christer Rosén
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What executive changes did Jupiter Neurosciences (JUNS) disclose on June 5, 2026?

Jupiter Neurosciences appointed Alison Silva as Chief Operating Officer and President. Her employment agreement was amended, and her base salary increased to $340,200 from $315,000, reflecting expanded responsibilities alongside new equity incentive grants.

How did Jupiter Neurosciences (JUNS) change Alison Silva’s compensation?

Alison Silva’s base salary rose to $340,200 from $315,000 and she received options to purchase up to 600,000 shares. She was also granted 427,304 discretionary bonus options, with all options vesting over three years starting September 2, 2026.

What stock option grants did Jupiter Neurosciences (JUNS) directors receive?

Each independent non-employee director was granted options to purchase up to 100,000 shares of common stock. These options were issued under the 2025 Equity Incentive Plan and vest in equal quarterly installments over three years beginning September 2, 2026.

Which Jupiter Neurosciences (JUNS) executives received bonus options in lieu of cash?

Bonus options under the 2025 Equity Incentive Plan went to Christer Rosén (747,783), Alison Silva (427,304), Saleem Elmasri (325,565), Marshall Hayward (259,231), and Alexander Rosén (341,843), substituting stock options for cash bonuses as approved by the Board.

What additional option grant did Jupiter Neurosciences (JUNS) give to CFO Saleem Elmasri?

Beyond his discretionary bonus options, CFO Saleem Elmasri received a one-time grant of options to purchase up to 200,000 shares. This award recognizes his contributions and vests quarterly over three years starting September 2, 2026, subject to continued service.

How do the new Jupiter Neurosciences (JUNS) stock options vest?

Most newly granted options, including those for executives and independent directors, vest over three years. Vesting begins September 2, 2026, in equal quarterly installments, and requires each recipient to remain in service through the applicable vesting dates.

Filing Exhibits & Attachments

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Agreements & Contracts

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