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. is issuing and selling 7,142,858 shares of its common stock in a registered direct offering at $0.28 per share, for aggregate gross proceeds of approximately $2.0 million before fees. The placement is being conducted under an effective Form S-3 registration statement declared effective April 24, 2026, and the offering is being managed by D. Boral Capital LLC as placement agent.
The company agreed to customary transaction documents including a Securities Purchase Agreement and a Placement Agency Agreement, a 7.0% cash placement fee to the placement agent, a 30-day standstill/lock-up on certain issuances and a thirty-day holder lock-up for directors, officers and >=5% holders. Legal opinion from Mintz, Levin is attached as an exhibit.
Jupiter Neurosciences, Inc. filed a Prospectus Supplement No. 4 dated May 21, 2026 that updates and supplements the Prospectus dated December 11, 2025 by attaching its Current Report on Form 8-K filed with the SEC on May 21, 2026. The supplement must be read together with the Prospectus and is qualified by reference to it.
Jupiter Neurosciences, Inc. entered into a Securities Purchase Agreement for a registered direct offering of 7,142,858 shares of common stock at $0.28 per share, for gross proceeds of about $2.0 million before fees and expenses. The shares are being sold under an effective shelf registration statement on Form S-3. 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. Closing is expected on or about May 21, 2026, subject to customary conditions, and the company agreed to a 30-day restriction on issuing additional common stock or equivalents after closing.
Jupiter Neurosciences, Inc. is offering 7,142,858 shares of common stock at an offering price of $0.28 per share. The prospectus supplement states gross proceeds of $2,000,000.24, placement agent fees of 7.0% (fee $140,000), and expected net proceeds of approximately $1,685,000. The offering is being conducted on a best efforts basis with delivery expected on or about May 21, 2026. The company reports 43,424,110 shares of common stock would be outstanding immediately after this offering (based on 36,281,252 shares outstanding as of May 19, 2026). The placement agent is D. Boral Capital LLC.
Jupiter Neurosciences, Inc. entered a non-binding term sheet to acquire exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation, from PharmAla Biotech. The term sheet calls for $3,333,333 upfront consideration ($1,500,000 cash and $1,833,333 in equity), a $600,000 escrow deposit, development and commercialization milestones, and a perpetual 3% royalty on U.S. net sales. The agreement is non-binding, contemplates definitive documentation within 90 days, includes a 90-day exclusivity/no-shop period, and conditions closing on due diligence, customary approvals, and any required shareholder or Nasdaq approvals.
Jupiter Neurosciences, Inc. entered a non-binding term sheet to acquire exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation, from PharmAla Biotech. The term sheet calls for $3,333,333 upfront consideration ($1,500,000 cash and $1,833,333 in equity), a $600,000 escrow deposit, development and commercialization milestones, and a perpetual 3% royalty on U.S. net sales. The agreement is non-binding, contemplates definitive documentation within 90 days, includes a 90-day exclusivity/no-shop period, and conditions closing on due diligence, customary approvals, and any required shareholder or Nasdaq approvals.
Jupiter Neurosciences has executed a non-binding term sheet with PharmAla Biotech for a potential licensing deal giving Jupiter exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation. The proposed structure includes an upfront $3.33 million payment split between cash and Jupiter equity, with $600,000 placed into escrow.
The term sheet outlines up to roughly $100 million in additional development and commercialization milestones plus a 3% royalty on U.S. net sales after all sales milestones are met. PharmAla has granted a 90-day exclusivity period, and the parties aim to sign definitive agreements within 90 days, though neither is obligated to close until binding contracts are executed.
If completed, the deal would add ALA-002, an FDA-recognized Novel Chemical Entity designed to improve MDMA cardiovascular safety and reduce abuse liability, to Jupiter’s CNS pipeline alongside its JOTROL and Nugevia programs.
Jupiter Neurosciences has executed a non-binding term sheet with PharmAla Biotech for a potential licensing deal giving Jupiter exclusive, perpetual U.S. rights to ALA-002, a next-generation MDMA formulation. The proposed structure includes an upfront $3.33 million payment split between cash and Jupiter equity, with $600,000 placed into escrow.
The term sheet outlines up to roughly $100 million in additional development and commercialization milestones plus a 3% royalty on U.S. net sales after all sales milestones are met. PharmAla has granted a 90-day exclusivity period, and the parties aim to sign definitive agreements within 90 days, though neither is obligated to close until binding contracts are executed.
If completed, the deal would add ALA-002, an FDA-recognized Novel Chemical Entity designed to improve MDMA cardiovascular safety and reduce abuse liability, to Jupiter’s CNS pipeline alongside its JOTROL and Nugevia programs.
Jupiter Neurosciences, Inc. files a prospectus supplement to its Form S-1 incorporating its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, updating the registration materials and attaching the unaudited 10-Q.
The 10-Q shows 36,281,252 shares outstanding as of May 14, 2026, $2,362,749 in cash at March 31, 2026, a net loss of $2,061,958 for the three months ended March 31, 2026, and an accumulated deficit of $36,728,984. Management discloses substantial doubt about going concern and describes a Standby Equity Purchase Agreement with Yorkville (up to $20.0M) and related convertible notes.
Jupiter Neurosciences, Inc. reported a first‑quarter 2026 net loss of $2,061,958 on $18,652 of product revenue, reflecting early commercialization of its Nugevia supplement line alongside ongoing R&D spending. Cash was $2,362,749 at March 31, 2026, against total liabilities of $6,732,041 and a stockholders’ deficit of $2,783,457, including an accumulated deficit of $36,728,984.
The company continues to fund operations through equity and convertible debt, notably a Standby Equity Purchase Agreement for up to $20.0 million of common stock and $6.0 million of related convertible notes, which had a fair value of $4,824,411 and principal of $5,527,625 outstanding. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes Nasdaq notifications for non‑compliance with minimum bid price and market value listing requirements, while advancing its JOTROL™ CNS drug pipeline and preparing a Phase IIa Parkinson’s trial.
Jupiter Neurosciences, Inc. files a prospectus supplement to its Form S-1 prospectus and attaches its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company discloses Nasdaq listing symbol JUNS, a closing share price of $0.3440 on May 7, 2026, and 36,281,252 shares of common stock issued and outstanding as of March 31, 2026. The 10-K describes Jupiter’s clinical-stage platform JOTROL™, its consumer Nugevia product line, an FDA-cleared IND for a Phase IIa Parkinson’s study (final IND approval in November 2025) expected to begin dosing in Q2 2026 with initial results anticipated about 12 months after first dosing. The 10-K highlights substantial financing needs, auditor explanatory going-concern language, patent coverage through 2036, Asian business-development agreements, and material risk factors affecting operations and liquidity.