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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
27, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 27, 2026, Jupiter Neurosciences, Inc. (the “Company”) received a written notice (the “Notice”) from the
Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that the Staff had determined to delist the Company’s common stock from The Nasdaq Capital Market. As previously notified by the
Staff on February 26, 2026, the market value of the Company’s listed securities had been below the minimum $35,000,000 required
for continued listing under Nasdaq Listing Rule 5550(b)(2) for 30 consecutive trading days, and the Company was provided 180 calendar
days, or until August 25, 2026, to regain compliance. The Notice states that the Company did not regain compliance with Nasdaq Listing
Rule 5550(b)(2) or any of the alternative continued listing requirements under Nasdaq Listing Rule 5550(b).
The
Company intends to timely appeal the Staff’s determination by requesting a hearing before the Nasdaq Hearings Panel (the “Panel”).
The Company expects that its hearing request will result in a stay of any further action pending the final hearing determination.
However, there can be no assurance that the Company’s appeal will be successful, that the Panel will grant the Company’s
request for continued listing, or that the Company will regain compliance with Nasdaq’s continued listing requirements. The Company
is considering all options available to it to regain compliance with all applicable listing rules.
Item
8.01 Other Events.
On
August 27, 2026, the Company received a letter from the Staff notifying the Company that, for the 10 consecutive business days from August
13, 2026 through August 26, 2026, the closing bid price of the Company’s common stock had been at least $1.00 per share and, accordingly,
the Company had regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market set forth
in Nasdaq Listing Rule 5550(a)(2), and that the matter is now closed. As previously disclosed, on February 26, 2026, the Staff notified
the Company that its common stock had failed to maintain a minimum bid price of $1.00 per share over the preceding 30 consecutive business
days as required by Nasdaq Listing Rule 5550(a)(2). While the Company has regained compliance with the minimum bid price requirement,
there can be no assurance that it will maintain compliance with that requirement or otherwise remain in compliance with Nasdaq’s
continued listing requirements.
Forward
Looking Statements
Certain
information contained in this report consists of forward-looking statements that involve risks, uncertainties and assumptions that are
difficult to predict. Words such as “would,” “will,” “expects,” “intends,” and similar
expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not
forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially
from those contained in such statements. For example, there can be no assurance that the Panel will grant the Company’s request
for continued listing, or any relief from delisting, or that the Company will be able to achieve compliance with Nasdaq listing rules
within any period of time that may be granted by the Panel. Additional factors that could cause actual results to differ from the forward-looking
statements herein include potential adverse effects on the Company’s business related to the disclosures made in this Current Report
on Form 8-K, or the initiation of new legal proceedings, volatility of the Company’s stock price, and the other risk factors discussed
under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and
the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current
Report on Form 8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking
statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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. |
| |
|
|
| Dated:
August 28, 2026 |
By: |
/s/
Christer Rosen |
| |
Name: |
Christer
Rosen |
| |
Title: |
Chief
Executive Officer |