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Jupiter Neurosciences (NASDAQ: JUNS) to appeal Nasdaq delisting

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

JUPITER NEUROSCIENCES, INC. (JUNS) disclosed that Nasdaq’s Listing Qualifications Staff has determined to delist the company’s common stock from the Nasdaq Capital Market because the market value of listed securities remained below the required $35,000,000 under Nasdaq Listing Rule 5550(b)(2) after a 180-day compliance period.

The company plans to timely appeal this determination and request a hearing before a Nasdaq Hearings Panel, which it expects will stay further action while the appeal is pending, but there is no assurance of success or of regaining compliance with Nasdaq’s continued listing requirements.

Separately, the company was informed that its stock maintained a closing bid price of at least $1.00 for 10 consecutive business days from August 13–26, 2026, regaining compliance with Nasdaq Listing Rule 5550(a)(2) on minimum bid price, though future compliance is not assured.

Positive

  • Regained compliance with $1.00 minimum bid price under Nasdaq Listing Rule 5550(a)(2) after maintaining at least a $1.00 closing bid for 10 consecutive business days from August 13–26, 2026.

Negative

  • Nasdaq Staff has determined to delist JUNS from the Nasdaq Capital Market for failure to meet the $35,000,000 market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2) after a 180-day grace period.
  • Ongoing listing uncertainty as the company will appeal to a Nasdaq Hearings Panel, with no assurance the appeal will succeed or that continued listing or compliance with all Nasdaq requirements will be achieved.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
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.
Required market value of listed securities $35,000,000 Minimum market value required for continued listing under Nasdaq Listing Rule 5550(b)(2)
Compliance period length 180 calendar days Period ending August 25, 2026 provided to regain compliance with Nasdaq Listing Rule 5550(b)(2)
Minimum bid price $1.00 per share Threshold under Nasdaq Listing Rule 5550(a)(2) that JUNS met for 10 consecutive business days
Consecutive business days at or above $1.00 bid 10 business days From August 13, 2026 through August 26, 2026, restoring compliance with the minimum bid price rule
Initial notice date for market value deficiency February 26, 2026 Date Nasdaq Staff notified JUNS its market value of listed securities was below the $35,000,000 requirement
Compliance end date for market value rule August 25, 2026 End of the 180-day period to regain compliance with Nasdaq Listing Rule 5550(b)(2)
Nasdaq Listing Rule 5550(b)(2) regulatory
"required for continued listing under Nasdaq Listing Rule 5550(b)(2)"
Nasdaq Listing Rule 5550(a)(2) regulatory
"minimum bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2)"
continued listing requirements regulatory
"regain compliance with Nasdaq’s continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
Nasdaq Hearings Panel regulatory
"requesting a hearing before the Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
forward-looking statements regulatory
"Certain information contained in this report consists of forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why is JUNS facing potential delisting from Nasdaq?

Nasdaq’s Listing Qualifications Staff determined to delist JUPITER NEUROSCIENCES, INC. (JUNS) because the market value of its listed securities stayed below the required $35,000,000 under Nasdaq Listing Rule 5550(b)(2) throughout a 180-day compliance period ending August 25, 2026.

What compliance deadline did JUNS miss for Nasdaq’s market value rule?

JUNS was given 180 calendar days, until August 25, 2026, to regain compliance with the $35,000,000 market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2), but did not regain compliance by that date.

Has JUNS regained compliance with Nasdaq’s minimum bid price rule?

Yes. Nasdaq Staff notified JUNS that for the 10 consecutive business days from August 13–26, 2026, its closing bid price was at least $1.00 per share, restoring compliance with Nasdaq Listing Rule 5550(a)(2) on minimum bid price.

What steps is JUNS taking to address the Nasdaq delisting determination?

JUNS intends to appeal the Staff’s delisting determination by requesting a hearing before a Nasdaq Hearings Panel. The company expects the hearing request will stay further action pending a final decision, but there is no assurance of a favorable outcome.

Does JUNS guarantee it will remain listed on Nasdaq after the appeal?

No. The company states there can be no assurance that the Panel will grant continued listing, that any relief from delisting will be provided, or that the company will regain and maintain compliance with Nasdaq’s continued listing requirements.

Which Nasdaq listing rules are currently relevant to JUNS?

JUNS is affected by Nasdaq Listing Rule 5550(b)(2) regarding a $35,000,000 market value of listed securities, with a Staff determination to delist, and Nasdaq Listing Rule 5550(a)(2), where it has regained compliance with the $1.00 minimum bid price requirement.

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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

 

 

 

Filing Exhibits & Attachments

3 documents