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 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.
JUPITER NEUROSCIENCES, INC. Chief Administrative Officer Alexander Gustaf Erik Rosen exercised equity awards into common stock. On 2 June 2025, he converted 96,608 Restricted Stock Awards and 164,554 Restricted Stock Units, each on a one-for-one basis into common shares at a $0.0000 exercise price, following the expiration of the IPO lock-up period.
Jupiter Neurosciences, Inc. director and Chief Scientific Officer Hayward Marshall A. reported multiple equity award exercises that increased his direct common stock holdings. On June 2, 2025 he exercised restricted stock awards and restricted stock units for a combined 789,195 shares of common stock. On March 2, 2026 he exercised a stock option for 225,000 shares of common stock at a conversion price of $0.01 per share, ahead of the option’s March 15, 2026 expiration. In total, the transactions reflect exercises of 1,014,195 shares from derivative awards into common stock, resulting in 2,995,077 common shares held directly after the most recent transaction. Footnotes state that the derivative securities convert into common stock on a one-for-one basis and that certain awards vested upon expiration of the IPO lock-up period or under the company’s 2016 Equity Incentive Plan.
Jupiter Neurosciences, Inc. director Nicholas H. Hemmerly exercised restricted stock units into common stock. On June 2, 2025, 95,550 restricted stock units converted on a one-for-one basis into 95,550 shares of common stock, vesting upon expiration of the lock-up period for the company’s initial public offering. Following the transaction, Hemmerly holds 95,550 common shares directly, and the reported restricted stock unit position is reduced to zero. The event reflects equity compensation vesting rather than an open-market purchase or sale.
JUPITER NEUROSCIENCES, INC. director Holger Weis exercised 85,800 Restricted Stock Units that converted into an equal number of common shares on June 2, 2025. The RSUs vested upon expiration of the lock-up period for the company’s initial public offering. Following the transaction, Weis holds 96,581 common shares directly.
JUPITER NEUROSCIENCES, INC. director Tomas Jan Philipson received a grant of stock options as board compensation. He was awarded 536,428 stock options, each for one share of common stock at an exercise price of $0.21 per share. Of this grant, 90,000 options relate to his appointment to the Board of Directors, and 446,428 options were granted instead of cash for his annual board retainer and committee fees. The options vest in 12 equal quarterly installments beginning on September 2, 2026, as long as he continues to serve as a director through each vesting date, and are scheduled to expire on June 29, 2036.
JUPITER NEUROSCIENCES, INC. director Tomas Jan Philipson filed an initial Form 3 reporting his status as a director and not a ten percent owner. The filing shows no insider transactions, exercises, gifts, or tax withholdings and provides no derivative holdings information at this time.