Jupiter Neurosciences, Inc. filings document a clinical-stage pharmaceutical issuer with common stock listed on the Nasdaq Capital Market and a business built around the JOTROL™ resveratrol platform and Nugevia™ products. Material-event reports cover standby equity purchase and registration-rights agreements, convertible promissory notes, amendments to installment provisions, and Nasdaq continued-listing notices.
Proxy materials disclose annual meeting matters, board governance and stockholder voting procedures. Rule 12b-25 notices document delayed periodic reports for annual and quarterly filings, while capital-structure disclosures address common stock, potential share issuances and related financing limitations.
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. (JUNS) is conducting a registered direct offering of 307,692 shares of common stock at $6.50 per share, for gross proceeds of $1,999,998. After a 7.0% placement fee to D. Boral Capital LLC and offering expenses, Jupiter expects net proceeds of approximately $1.74 million, to be used for working capital and other general corporate purposes, including clinical trials and research and development. Shares will be issued under the company’s existing $100 million Form S-3 shelf.
Following the offering, Jupiter expects to have 1,220,601 shares outstanding, excluding equity awards and other reserved shares. The company effected a 1-for-75 reverse stock split on August 6, 2026 to address Nasdaq bid-price compliance, but still faces risks related to Nasdaq listing deficiencies, substantial doubt about its ability to continue as a going concern, significant potential dilution, and reliance on external financings including a $20 million Standby Equity Purchase Agreement and related convertible notes.
Jupiter Neurosciences, Inc. reported results for the six months ended June 30, 2026 as a clinical-stage CNS-focused company with a new consumer supplements line. Net revenues from Nugevia products were modest at $42,897, while the company incurred a net loss of $4,336,355 and used $3,727,022 in operating cash. Cash declined to $1,521,874 from $3,789,342 at December 31, 2025, and accumulated deficit reached $39,003,381.
Management states that recurring losses, negative cash flows, and limited cash raise substantial doubt about the ability to continue as a going concern. To address liquidity, Jupiter relies on a $20.0 million Standby Equity Purchase Agreement, with about $17.2 million remaining available, and completed a $2.0 million registered direct offering at $21.00 per share. Fair value of Yorkville convertible notes fell to $1,528,469, producing a non‑cash gain of $550,380, but interest expense increased materially.
Strategically, Jupiter began a Phase IIa Parkinson’s trial using its JOTROL™ formulation, launched initial Nugevia sales, and signed a definitive license with PharmAla for U.S. rights to ALA‑002, with $3,333,333 in upfront consideration plus significant development and sales milestones. A 1‑for‑75 reverse stock split was effected after quarter‑end in connection with Nasdaq bid‑price compliance efforts.
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. 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.
Jupiter Neurosciences, Inc. filed a prospectus supplement to incorporate a recent current report describing share issuances under its Standby Equity Purchase Agreement with YA II PN, Ltd. The agreement permits the company to sell up to $20,000,000 of common stock from time to time, subject to specified conditions.
Between May 14, 2026 and July 24, 2026, the company issued and sold 11,470,000 shares of common stock to Yorkville under this agreement for aggregate gross proceeds of approximately $3. Each advance was priced at 97% of the lowest daily volume-weighted average price over a three-trading-day period. As of July 28, 2026, there were 56,520,143 shares of common stock issued and outstanding. The shares were sold in an unregistered offering relying on Section 4(a)(2) and Rule 506(b) of Regulation D.
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. files a prospectus supplement to update its existing S-1 prospectus with information from a recent current report. The update covers results from the 2026 annual stockholder meeting and the status of prior financing under a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville).
At the July 22, 2026 annual meeting, 28,456,277 of 48,224,110 common shares entitled to vote were represented, and all seven director nominees received more than 18.8 million votes each, with broker non-votes of 9,379,127 on the director slate. Several other proposals also passed by wide margins. The supplement also notes that under the Yorkville arrangement for up to $20.0 million of common stock, Jupiter received prepaid advances totaling $5.58 million in cash via two Convertible Notes with an original issue discount of 7.0% and an initial conversion price of $1.50 per share. Approximately $1.5 million of principal remains outstanding, and about 12.5 million shares have been issued to Yorkville to date for roughly $4.1 million in net proceeds.
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. filed an initial Form 3 for Andrew Jon Cutler, identifying him as a director of the company. The filing shows no reported equity holdings, derivative positions, purchases, or sales. Remarks reference an Exhibit 24 Power of Attorney related to future SEC reporting.