Every 8-K that Jupiter Neurosciences, Inc. (JUNS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow JUNS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full JUNS filings page.
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.
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.
JUPITER NEUROSCIENCES, INC. (JUNS) entered into separate Debt Forgiveness and Release Agreements on August 26, 2026 with certain executive officers and directors. These individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation that had been recorded as liabilities.
The forgiven amounts included $356,024 for Chairman, Chief Executive Officer and Director Christer Rosén, $81,431 for President, Chief Operating Officer and Director Alison Silva, $287,075 for Chief Scientific Officer and Director Marshall Hayward, and $150,785 for Chief Administrative Officer Alexander Rosén. The Debt Forgiveness was gratuitous; the company did not issue equity securities or pay cash or other consideration in return. Each agreement also includes a general release of claims related to the forgiven compensation, subject to customary exceptions. As of this report date, the company has 1,318,521 shares of common stock issued and outstanding.
JUPITER NEUROSCIENCES, INC. (JUNS) entered into a Securities Purchase Agreement on August 21, 2026 and completed a registered direct offering of 307,692 shares of common stock at $6.50 per share, generating approximately $2.0 million in gross proceeds before fees and expenses on August 24, 2026.
The company states that, based on this transaction, it now believes its stockholders’ equity exceeds the $2.5 million requirement for continued listing on the Nasdaq Capital Market. Nasdaq has not yet issued its formal determination, will continue to monitor ongoing compliance, and notes that JUNS securities may be subject to delisting if future periodic filings do not evidence compliance.
Jupiter Neurosciences, Inc. (JUNS) reported it entered into a Securities Purchase Agreement for a registered direct offering of 307,692 common shares at $6.50 per share, for aggregate gross proceeds of about $2.0 million. The shares are being sold under an effective Form S-3 shelf registration statement, with closing expected on or about August 24, 2026, subject to customary conditions.
The company engaged D. Boral Capital LLC as exclusive placement agent, agreeing to pay a 7.0% cash fee on gross proceeds and reimburse documented expenses up to $75,000. Jupiter also agreed to restrictions on issuing additional common stock or equivalents for 30 days following closing.
Separately, under its Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), Jupiter issued 107,920 unregistered common shares between August 14–21, 2026 for gross proceeds of $851,194. These shares were sold at 97% of the lowest three-day VWAP, in reliance on Section 4(a)(2) and Rule 506(b), based on Yorkville’s accredited investor status.
Jupiter Neurosciences, Inc. approved and implemented a 1-for-75 reverse stock split of its common stock. The legal effective time is 4:01 p.m. Eastern Time on August 6, 2026, and the shares are expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on August 7, 2026 under the existing symbol JUNS and a new CUSIP 48208B302.
Each block of seventy-five previously issued and outstanding shares converts into one share, with no change to the $0.0001 par value or to the total number of authorized shares. Fractional shares will not be issued; instead, affected stockholders receive cash based on the adjusted closing price immediately prior to effectiveness. As of August 4, 2026, approximately 57,756,143 shares outstanding will be reduced to about 770,081 shares after the split. Exercise and conversion terms of outstanding options, warrants, convertible securities, and stock incentive plans are adjusted proportionately. The reverse split is intended to increase the per-share trading price to help the company regain compliance with Nasdaq’s minimum bid price requirement.
Jupiter Neurosciences, Inc. entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd. (Yorkville), giving the company the right to sell up to $20,000,000 of common stock from time to time, subject to conditions in the SEPA.
Between May 14, 2026 and July 24, 2026, the company issued and sold 11,470,000 shares of common stock to Yorkville for aggregate gross proceeds of approximately $3. The purchase price for each advance equaled 97% of the lowest daily volume-weighted average price over a three-trading-day period. These unregistered sales relied on Section 4(a)(2) and Rule 506(b) of Regulation D, with Yorkville representing accredited investor status. Following these issuances, as of July 28, 2026, Jupiter Neurosciences had 56,520,143 common shares issued and outstanding.
Jupiter Neurosciences, Inc. held its 2026 Annual Meeting of Stockholders on July 22, 2026. At the record date of June 15, 2026, there were 48,224,110 common shares outstanding, and 28,456,277 shares, or approximately 59%, were represented in person or by proxy, establishing a quorum. The company reports detailed voting results for the election of directors and other stockholder proposals.
The company also describes activity under its Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville), which permits issuance of up to $20.0 million of common stock as SEPA Shares. Yorkville funded prepaid advances in two tranches, tied to convertible notes with principal amounts of $4.0 million and $2.0 million, each issued at a 7.0% original issue discount and initially convertible at $1.50 per share. Approximately $1.5 million aggregate principal amount of the Convertible Notes remains outstanding. Jupiter has issued approximately 12.5 million SEPA Shares to Yorkville for aggregate net proceeds of about $4.1 million, and may continue issuing shares subject to SEPA terms.
Jupiter Neurosciences, Inc. entered into a definitive Strategic Asset License Agreement with PharmAla Biotech Holdings Inc., granting Jupiter an exclusive, royalty-bearing, sublicensable license in the United States to develop, manufacture and commercialize products incorporating or derived from PharmAla’s investigational compound ALA-002 for human therapeutic and related uses. PharmAla retains all rights outside this territory and will provide know-how, manufacturing information and regulatory documentation to support development.
PharmAla receives an upfront payment of $3,333,333, consisting of $1,500,000 in cash, reduced by a previously funded $600,000 escrow deposit, and $1,833,333 in Jupiter common stock or, at Jupiter’s election, cash. Jupiter will also pay development milestones totaling up to $23,333,333 tied to first Phase 3 dosing and first FDA NDA approval, commercialization milestones totaling up to $73,333,333 tied to net sales thresholds of $333,333,333, $1,000,000,000 and $2,000,000,000, and a 3% royalty on net sales once the third commercialization milestone becomes payable. Equity consideration is priced using a 20-trading-day volume-weighted average price with a reset mechanism, subject to a Nasdaq 19.99% exchange cap, a 120-day lock-up and registration rights requiring a registration statement within 30 days. The agreement, perpetual unless terminated, includes development-effort obligations, milestone deadlines, detailed termination and change-of-control provisions, and the related share issuance is expected to rely on exemptions under Section 4(a)(2) and Rule 506(b) of Regulation D.
Jupiter Neurosciences appointed Tomas J. Philipson, Ph.D., a 64-year-old health care economist with extensive academic, government, and industry experience, to its Board of Directors effective June 26, 2026. He will serve until the next annual stockholder meeting, unless he departs earlier.
He was also appointed to the Board’s Audit Committee and Compensation Committee. In lieu of standard cash fees for non-employee directors, he will receive stock options, aligning his compensation with the company’s long-term performance.
Jupiter Neurosciences, Inc. reported that board member Allison W. Brady resigned from the Board of Directors on June 17, 2026, effective immediately. She also stepped down from the Board’s Audit Committee and Compensation Committee on the same date. The company states that her decision to resign was not due to any disagreement regarding operations, policies, or practices. The Board seat will remain vacant until the company’s annual meeting scheduled for July 22, 2026.
Jupiter Neurosciences, Inc. updated executive and director compensation, emphasizing stock-based incentives under its 2025 Equity Incentive Plan. Alison Silva was appointed Chief Operating Officer and President and her base salary increased to $340,200 from $315,000.
Silva received options to purchase up to 600,000 shares, while each independent non-employee director received options for 100,000 shares. The Board also granted discretionary bonus options in lieu of cash to several executives, including 747,783 options to CEO Christer Rosén and 427,304 options to Silva, plus an additional 200,000 options to CFO Saleem Elmasri. These options generally vest over three years starting on September 2, 2026 in equal quarterly installments.
Jupiter Neurosciences, Inc. entered into a Securities Purchase Agreement for a registered direct offering of 7,142,858 shares of common stock at $0.28 per share, for gross proceeds of about $2.0 million before fees and expenses. The shares are being sold under an effective shelf registration statement on Form S-3. The company engaged D. Boral Capital LLC as exclusive placement agent, agreeing to pay a 7.0% cash fee on gross proceeds and reimburse documented expenses up to $75,000. Closing is expected on or about May 21, 2026, subject to customary conditions, and the company agreed to a 30-day restriction on issuing additional common stock or equivalents after closing.
Jupiter Neurosciences has executed a non-binding term sheet with PharmAla Biotech for a potential licensing deal giving Jupiter exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation. The proposed structure includes an upfront $3.33 million payment split between cash and Jupiter equity, with $600,000 placed into escrow.
The term sheet outlines up to roughly $100 million in additional development and commercialization milestones plus a 3% royalty on U.S. net sales after all sales milestones are met. PharmAla has granted a 90-day exclusivity period, and the parties aim to sign definitive agreements within 90 days, though neither is obligated to close until binding contracts are executed.
If completed, the deal would add ALA-002, an FDA-recognized Novel Chemical Entity designed to improve MDMA cardiovascular safety and reduce abuse liability, to Jupiter’s CNS pipeline alongside its JOTROL and Nugevia programs.
Jupiter Neurosciences, Inc. reported that Nasdaq has notified the company it is out of compliance with two continued listing standards for the Nasdaq Capital Market. The company’s common stock failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days through February 25, 2026, and its market value of listed securities was below the required $35 million for the 30 consecutive business days ended February 26, 2026.
The company has until August 25, 2026 to regain compliance with each requirement, generally by maintaining a bid price of at least $1.00 and a market value of listed securities of at least $35 million for a minimum of 10 consecutive business days. If it fails to do so, its common stock may be subject to delisting, though the company could seek additional time or appeal. The company is monitoring its stock price and market value and may consider actions such as a reverse stock split.
Jupiter Neurosciences, Inc. updated the terms of its financing arrangement with YA II PN, Ltd. (Yorkville) tied to earlier advances of up to $6.0 million under convertible promissory notes. These notes were issued in connection with a Standby Equity Purchase Agreement and later amended.
On February 20, 2026, the company and Yorkville signed an Omnibus Amendment that changes the “Monthly Payments” section of the amended and restated convertible notes. The start of monthly installments is pushed to April 1, 2026, the payment amounts follow a variable schedule, and provisions on Advance Notices are revised.
Jupiter Neurosciences can continue to choose whether to make installment payments in cash, through Advance Repayment under the notes, or by combining both methods. The filing also records this arrangement as a direct financial obligation for the company.
Jupiter Neurosciences, Inc. amended its disclosure of a standby equity and note financing with Yorkville. The company corrected its reported common shares outstanding as of October 24, 2025 to 34,294,446 and lowered the Nasdaq Exchange Cap on shares issuable to Yorkville from 7,180,504 to 6,855,459 shares, which equals 19.99% of pre-deal shares.
Under the Standby Equity Purchase Agreement, Jupiter may sell up to $20.0 million of common stock to Yorkville at its discretion, priced at 97% of the lowest daily VWAP over a three-day period for each advance. Yorkville also provided up to $6.0 million in prepaid advances via two convertible notes bearing 8% interest, issued at a 7% discount and initially convertible at $1.50 per share. Until the notes are fully repaid, all advance proceeds under the equity line must first repay the notes.
Jupiter Neurosciences entered a Standby Equity Purchase Agreement with Yorkville, giving the company the right to sell up to $20.0 million of common stock over 24 months, at its option and subject to an effective resale registration statement. Each Advance is priced at 97% of the lowest daily VWAP over a three-day period, with an optional minimum price set by the company and share caps tied to recent trading volume.
Yorkville also provided up to $6.0 million in Pre-Paid Advances via convertible notes. The first tranche of $3,720,000 funded on October 27, 2025 in exchange for a $4.0 million note issued at a 7% OID, bearing 8% interest and initially convertible at $1.50 per share, maturing October 24, 2026. A second tranche of $1,860,000 is expected after the registration becomes effective and stockholders approve issuances above the Nasdaq Exchange Cap of 7,180,504 shares (19.99%).
Until the notes are repaid, any Advances under the SEPA will be used to offset scheduled monthly Installment Amounts starting on day 75. The company issued 131,909 commitment shares (valued at $200,000) and paid a $25,000 structuring fee. Additional terms include a 4.99% beneficial ownership limit (adjustable with notice), a prohibition on new variable-rate financings, and Yorkville’s agreement not to short the stock. A stockholder vote is planned for December 19, 2025.