Jupiter Neurosciences cuts quorum to one-third

Q: Where can investors see the full text of JUNS’s quorum amendment?

The full text of the bylaw change is filed as Exhibit 3.1, titled “Amendment No. 1 to Amended and Restated Bylaws,” and is incorporated by reference in the report.

Q: Which securities of JUNS are listed and on what market?

Jupiter Neurosciences, Inc.’s Common Stock trades under the symbol JUNS on the Nasdaq Capital Market, as stated in the securities registration section.

Jupiter Neurosciences, Inc. lowered its stockholder meeting quorum requirement to one-third of voting power, effective upon board approval.

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Form Type

8-K

Rhea-AI Filing Summary

JUPITER NEUROSCIENCES, INC. (JUNS) reports that on August 28, 2026, its Board of Directors approved an amendment to the company’s Amended and Restated Bylaws. The amendment changes the stockholder meeting quorum requirement so that holders of one-third (1/3) of the voting power, present in person or by proxy, now constitute a quorum.

The amendment became effective upon adoption by the Board and is described as Amendment No. 1 to the Amended and Restated Bylaws, which is filed as Exhibit 3.1 and incorporated by reference.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quorum voting power: One-third (1/3) Bylaw amendment date: August 28, 2026 Exhibit number for amendment: Exhibit 3.1

3 metrics

Quorum voting power One-third (1/3) Voting power required to constitute a quorum at stockholder meetings after the August 28, 2026 bylaw amendment

Bylaw amendment date August 28, 2026 Date the Board of Directors approved Amendment No. 1 to the Amended and Restated Bylaws

Exhibit number for amendment Exhibit 3.1 Filed exhibit containing the full text of Amendment No. 1 to the Amended and Restated Bylaws

Key Terms

quorum, Amended and Restated Bylaws, Emerging Growth Company, Nasdaq Capital Market

4 terms

quorum regulatory

"to the quorum requirement to provide that holders of one-third (1/3)"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Amended and Restated Bylaws regulatory

"approved an amendment to the Company’s Amended and Restated Bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

Emerging Growth Company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market market

"Common Stock | JUNS | Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate change did JUNS disclose in this 8-K?

Jupiter Neurosciences, Inc. disclosed a bylaw amendment approved on August 28, 2026, changing the stockholder meeting quorum requirement so that holders of one-third (1/3) of the voting power, present in person or by proxy, now constitute a quorum.

How did JUNS change its quorum requirement for stockholder meetings?

Jupiter Neurosciences, Inc. amended its bylaws so that a quorum at a stockholder meeting is now met when holders of one-third (1/3) of the voting power are present, in person or represented by proxy, rather than a higher threshold.

When did the JUNS bylaw amendment on quorum become effective?

The bylaw amendment changing Jupiter Neurosciences, Inc.’s quorum requirement became effective upon adoption by the Board of Directors on August 28, 2026, as stated in the filing.

Where can investors see the full text of JUNS’s quorum amendment?

The full text of the bylaw change is filed as Exhibit 3.1, titled “Amendment No. 1 to Amended and Restated Bylaws,” and is incorporated by reference in the report.

Which securities of JUNS are listed and on what market?

Jupiter Neurosciences, Inc.’s Common Stock trades under the symbol JUNS on the Nasdaq Capital Market, as stated in the securities registration section.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:01 AM EDT Accepted by SEC EDGAR 09/03/2026 - 08:00 AM EDT

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 28, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 28, 2026, the Board of Directors of Jupiter Neurosciences, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws, effective upon adoption by the Board of Directors, to the quorum requirement to provide that holders of one-third (1/3) of the voting power, present, in person or represented by proxy, shall constitute a quorum at a meeting of stockholders (the “Amendment”).

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 and is incorporated in its entirety herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description

3.1		Amendment No. 1 to Amended and Restated Bylaws
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 3, 2026	By:	/s/ Christer Rosen
	Name:	Christer Rosen
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents