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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
February
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 |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
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.
Reference
is made to the Current Report on Form 8-K filed by Jupiter Neurosciences Inc. (the “Company”) with the Securities and Exchange
Commission (the “SEC”) on October 27, 2025 (as amended by the Current Report on Form 8-K/A filed by the Company with the
SEC on November 20, 2025, collectively, the “Signing 8-K”). The information set forth under Item 1.01 of Signing 8-K is incorporated
by reference in this Item 1.01.
As
disclosed in the Signing 8-K, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (as amended on November
19, 2025, the “SEPA”) and a related Registration Rights Agreement with YA II PN, LTD, a Cayman Islands exempt limited partnership
(“Yorkville”). In connection with the SEPA, Yorkville agreed to advance to the Company up to $6.0 million which was paid
in two tranches in exchange for the Company’s issuance to Yorkville of convertible promissory notes (each, a “Convertible
Note,” together, the “Convertible Notes”, and as amended on November 19, 2025, the “A&R Convertible Notes”).
On February 20, 2026, the Company and Yorkville entered into an Omnibus Amendment (the “Amendment”) to revise Section 1(c)
of the A&R Convertible Notes, the “Monthly Payments” provision. The Amendment modifies Section 1(c) by (i) commencing
the monthly installment payment on April 1, 2026, representing an extension of approximately three months, (ii) revising the payment
calculation to a variable payment schedule set forth in the schedule thereto and (iii) updating the provisions governing Advance Notices,
as defined in the SEPA. The Company retains the option to satisfy installments through cash, Advance Repayment, as defined in the A&R
Convertible Notes, or a combination thereof.
The
foregoing summary of the material terms of the Convertible Notes, the A&R Convertible Notes, the Amendment and the SEPA, does not
purport to be complete and is qualified in its entirety by reference to the full text of such agreement, copies of which are attached
as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Report”), and each of which
is incorporated herein in its entirety by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Report is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Index of Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1+†* |
|
Form of Convertible Promissory Notes issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2025) |
| 4.2+†* |
|
Form of Amended and Restated Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on November 20, 2025) |
| 4.3† |
|
Omnibus Amendment to the Convertible Promissory Notes issued to YA II PN, Ltd., dated February 20, 2026, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. |
| 10.1+†* |
|
Standby Equity Purchase Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2025) |
| 10.2+†* |
|
Amendment No. 1 to the Standby Equity Purchase Agreement, as of November 19, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on November 20, 2025) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously
filed.
+
Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K Item 601(a)(6).
†
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental
copies of any of the omitted schedules upon request by the SEC.
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.
| Dated:
February 20, 2026 |
|
| |
|
| Jupiter
Neurosciences, Inc. |
|
| |
|
| By: |
/s/
Christer Rosén |
|
| Name:
|
Christer
Rosén |
|
| Title: |
Chairman
and Chief Executive Officer |
|
