Welcome to our dedicated page for JUPITER NEUROSCIENCES SEC filings (Ticker: JUNS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
Jupiter Neurosciences entered a definitive Strategic Asset License Agreement with PharmAla Biotech Holdings, obtaining an exclusive, royalty-bearing, sublicensable license to develop, manufacture and commercialize ALA-002–based products in the United States and its territories. PharmAla retains all rights outside this territory.
Jupiter will make an upfront payment of US$3,333,333, consisting of US$1,500,000 in cash (net of a US$600,000 escrow already paid) and US$1,833,333 in Jupiter common stock or cash, subject to a VWAP-based pricing and a 19.99% Nasdaq exchange cap. The equity has an Equity Floor Price of US$0.0345 per share, a VWAP reset mechanic, a 120-day lock-up and registration rights.
Future obligations include up to US$23,333,333 in development milestones and up to US$73,333,333 in commercialization milestones tied to specified Phase 3, FDA approval and net sales thresholds, plus a 3% royalty on net sales once the highest sales milestone is reached. Jupiter must use commercially reasonable efforts to develop and commercialize ALA-002, meet agreed timelines and bear all associated costs, while PharmAla can terminate for certain payment defaults, missed milestones or unapproved changes of control involving a competing business.
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, INC. director Julie B. Kampf reported the vesting and exercise of 82,875 restricted stock units on June 2, 2025. These RSUs converted into common stock on a one-for-one basis at $0.00 per unit upon expiration of the IPO lock-up period, leaving her with 82,875 common shares held directly.