UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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OMB
APPROVAL |
| OMB
Number: 3235-0058 |
| Expires:
August 31, 2025 |
| Estimated
average burden hours per response ... 2.50 |
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| SEC
FILE NUMBER |
| 001-41265 |
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CUSIP
NUMBER
48208B203 |
| (Check
one): |
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☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: |
June
30, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Jupiter
Neurosciences, Inc. |
| Full
Name of Registrant |
| |
| Former
Name if Applicable |
| 1001
North US HWY 1, Suite 504 |
| Address
of Principal Executive Office (Street and Number) |
| Jupiter, FL
33477 |
| City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| (b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and |
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| (c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
JUPITER
NEUROSCIENCES, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2025 (the “Form 10-Q”) within the prescribed time period applicable to
smaller reporting companies because it requires additional time to complete the presentation and
review of its financial statements and related disclosures. The Registrant anticipates that it will file the Form 10-Q no later
than the fifth calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Christer
Rosén |
|
(561) |
|
406-6154 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to
file such report(s) been filed? If answer is no, identify report(s). |
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Yes
☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes
☐ No ☒ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. |
JUPITER
NEUROSCIENCES, INC.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| August
14, 2025 |
By: |
/s/
Christer Rosén |
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Name: |
Christer
Rosén |
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Title: |
Chief
Executive Officer |
