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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
May
20, 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
1.01. Entry into a Material Definitive Agreement
On
May 20, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company
agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 7,142,858
shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”),
at a price of $0.28 per share, for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement
agent’s fees and related offering expenses.
The
Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities
and Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026
(the “Registration Statement”).
The
Purchase Agreement contains customary representations and warranties, agreements of the Company and the Investors and customary indemnification
rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions
on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period
following the closing of the Offering.
The
Offering is expected to close on or about May 21, 2026, subject to satisfaction of customary closing conditions.
On
May 20, 2026, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with D. Boral Capital
LLC (“D. Boral”) pursuant to which the Company engaged D. Boral as the placement agent (the “Placement Agent”)
in connection with the Offering. The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the gross proceeds from
the sale of the Shares to the Investors. The Company also agreed to reimburse the Placement Agent for all reasonable and documented out-of-pocket
expenses, including the reasonable fees of legal counsel not to exceed $75,000. The Placement Agent Agreement also contains representations,
warranties, indemnification and other provisions customary for transactions of this nature.
The
foregoing summaries of the Placement Agent Agreement and the Purchase Agreement do not purport to be complete and are subject to, and
qualified in their entirety by, such documents attached as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K, which
are incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
A
copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares
is attached as Exhibit 5.1 hereto.
Item
8.01. Other Events
On
May 20, 2026, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A
copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Form of Placement Agent Agreement, dated May 20, 2026, by and between the Company and D. Boral Capital LLC. |
| 5.1 |
|
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of May 20, 2026, by and between Jupiter Neurosciences, Inc. and the purchaser parties thereto. |
| 23.1 |
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). |
| 99.1 |
|
Pricing Press Release, May 20, 2026. |
| 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:
May 21, 2026 |
By: |
/s/
Christer Rosen |
| |
Name: |
Christer
Rosen |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Jupiter
Neurosciences Announces Pricing of $2.0 Million Registered Direct Offering
New
York, May 20, 2026 — Jupiter Neurosciences, Inc. (NASDAQ: JUNS) (“Jupiter” or the “Company”), a clinical-stage
biopharmaceutical company focused on central nervous system disorders and neuroinflammation, today announced it has entered into a securities
purchase agreement for the purchase and sale of 7,142,858. shares of common stock in a registered direct offering.
The
gross proceeds of the offering are approximately $2.0 million (the “Offering”).
D.
Boral Capital LLC is acting as the exclusive placement agent for the Offering.
The
closing of the Offering is expected to occur on or about May 21, 2026, subject to the satisfaction of customary closing conditions.
The
shares of common stock are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (Registration
No. 333-295085), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026.
A
prospectus supplement describing the terms of the proposed registered direct offering will be filed with the SEC. Once filed, it will
be available on the SEC’s website at http://www.sec.gov. A copy of the prospectus supplement and accompanying base prospectus
relating to the offering may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022,
or by telephone at (212) 404-7002, or by email at dbccapitalmarkets@dboralcapital.com.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Jupiter Neurosciences, Inc.
Jupiter
Neurosciences, Inc. (NASDAQ: JUNS) is a clinical-stage biopharmaceutical company advancing a therapeutic pipeline targeting central
nervous system disorders and neuroinflammation. The Company’s lead program, JOTROL(TM) -- a proprietary, enhanced
bioavailability resveratrol formulation -- is currently in a Phase IIa clinical trial for Parkinson’s disease. JUNS
also commercializes Nugevia (TM), a consumer longevity supplement. The acquisition of ALA-002 U.S. rights further strengthens the
Company’s CNS pipeline by adding a next-generation, patented psychedelic NCE at a pivotal moment in U.S. regulatory policy.
For more information, please visit www.jupiterneurosciences.com.
Forward-Looking
Statements
Statements
made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are often indicated by terms such as “aim,”
“anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,”
“intend,” “likely,” “look forward to,” “may,” “objective,” “plan,”
“potential,” “predict,” “project,” “should,” “slate,” “target,”
“will,” “would” and similar expressions and variations thereof. Forward-looking statements are based on management’s
beliefs and assumptions and on information available to management only as of the date of this press release. Jupiter’s actual
results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation,
the risks, uncertainties and other factors described under the heading “Risk Factors” in our Annual Report on Form 10-K filed
on April 1, 2026. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements,
and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by applicable law.
Investor
Relations Contact
Jupiter
Neurosciences, Inc.
Christer
Rosen, Chairman & Chief Executive Officer
ir@jupiterneurosciences.com
Tel:
+1 561 406 6154
