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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 |