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Jupiter Neurosciences (JUNS) grants 472,222 stock options to director

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

JUPITER NEUROSCIENCES, INC. reported that director Andrew Jon Cutler received a grant of 472,222 stock options under the 2025 Equity Incentive Plan in connection with his appointment to the Board of Directors, in lieu of cash annual board retainer and committee fees.

The options give the right to purchase 472,222 shares of Common Stock at an exercise price of $0.0900 per share, expire on July 31, 2036, and vest with 25 % upfront and the remainder in three quarterly installments beginning February 1, 2026, subject to continued service as a director.

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Insider Cutler Andrew Jon
Role Director
Type Security Shares Price Value
Grant/Award Stock Option (right to buy) F1 472,222 $0.00 $0.00
Holdings After Transaction: Stock Option (right to buy) — 472,222 shares (Direct)
Footnotes (1)
  1. F1. Represents a grant of 472,222 stock options (each representing the right to purchase one share of Common Stock) under the Issuer's 2025 Equity Incentive Plan. The options were granted in connection with the Reporting Person's appointment to the Board of Directors and the options were granted in lieu of cash compensation otherwise payable as an annual board retainer and committee fees. The options vest with 25 % upfront and the remaining vest in 3 quarterly installments beginning February 1, 2026, subject to the Reporting Person's continued service as a director through each vesting date.
Options granted 472,222 stock options Grant to director Andrew Jon Cutler under 2025 Equity Incentive Plan
Exercise price $0.0900 per share Exercise price for options to purchase Common Stock
Underlying shares 472,222 shares of Common Stock Each option represents the right to purchase one share
Expiration date July 31, 2036 Expiration of the granted stock options
Upfront vesting portion 25 % Portion of options vesting immediately at grant
Remaining vesting schedule 3 quarterly installments beginning February 1, 2026 Vesting of remaining options subject to continued service
Stock Option (right to buy) financial
"Represents a grant of 472,222 stock options (each representing the right to purchase one share"
2025 Equity Incentive Plan financial
"under the Issuer's 2025 Equity Incentive Plan. The options were granted in connection"
vesting financial
"The options vest with 25 % upfront and the remaining vest in 3 quarterly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
annual board retainer financial
"granted in lieu of cash compensation otherwise payable as an annual board retainer and committee fees"

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

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FAQ

What insider transaction did Jupiter Neurosciences (JUNS) report for Andrew Jon Cutler?

Jupiter Neurosciences reported that director Andrew Jon Cutler was granted 472,222 stock options under the 2025 Equity Incentive Plan. The grant is tied to his appointment to the Board and replaces cash board and committee compensation he would otherwise receive.

What are the key terms of the 472,222 stock options granted by JUNS?

The grant consists of 472,222 options, each for one share of Common Stock at an exercise price of $0.0900 per share. The options expire on July 31, 2036, providing a long-dated equity incentive for the director’s service.

How do the Jupiter Neurosciences (JUNS) options granted to Andrew Jon Cutler vest?

The options vest with 25 % upfront, with the balance vesting in three quarterly installments starting February 1, 2026. Vesting is conditioned on Andrew Jon Cutler’s continued service as a director through each vesting date.

Why did Jupiter Neurosciences (JUNS) grant options instead of cash to Andrew Jon Cutler?

The company states the 472,222 options were granted in lieu of cash compensation otherwise payable as an annual board retainer and committee fees. This structure effectively replaces cash payments with equity-based compensation for the director role.

How many Jupiter Neurosciences (JUNS) options does Andrew Jon Cutler hold after this grant?

Following this transaction, Andrew Jon Cutler holds 472,222 stock options directly, as reported. Each option represents the right to purchase one share of Common Stock under the 2025 Equity Incentive Plan at the stated exercise price.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cutler Andrew Jon

(Last)(First)(Middle)
C/O JUPITER NEUROSCIENCES, INC.
11621 KEW GARDENS DRIVE, SUITE 210

(Street)
PALM BEACH GARDENS FLORIDA 334710

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
JUPITER NEUROSCIENCES, INC. [ JUNS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy)$0.0907/31/2026A472,222 (1)07/31/2036Common Stock472,222$0472,222D
Explanation of Responses:
1. Represents a grant of 472,222 stock options (each representing the right to purchase one share of Common Stock) under the Issuer's 2025 Equity Incentive Plan. The options were granted in connection with the Reporting Person's appointment to the Board of Directors and the options were granted in lieu of cash compensation otherwise payable as an annual board retainer and committee fees. The options vest with 25 % upfront and the remaining vest in 3 quarterly installments beginning February 1, 2026, subject to the Reporting Person's continued service as a director through each vesting date.
/s/ Andrew J Cutler08/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)