Jupiter Neurosciences, INC. 8-K Filing

Key Financial Figures

• $0.0001 — e shares of our common stock, par value $0.0001 per share ("Common Stock") issued or is
• $1,860,000 — s defined in the SEPA) in the amount of $1,860,000 was disbursed to the Company, following

Filing Documents

• form8-k.htm (8-K) — 55KB
• 0001493152-25-029124.txt ( ) — 222KB
• juns-20251223.xsd (EX-101.SCH) — 3KB
• juns-20251223_lab.xml (EX-101.LAB) — 33KB
• juns-20251223_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Standby Equity Purchase Agreement Reference is made to the Current Report on Form 8-K filed by Jupiter Neurosciences Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on October 27, 2025 (as amended by the Current Report on Form 8-K/A filed by the Company with th e SEC on November 20, 2025, collectively, the "Signing 8-K"). The information set forth under Item 1.01 of Current Report on Form 8-K filed with the SEC on October 27, 2025 and Item 1.01 of Current Report on Form 8-K/A filed with the SEC on November 20, 2025 is incorporated by reference in this Item 1.01. As disclosed in the Signing 8-K, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (the "SEPA") and a related Registration Rights Agreement. On December 11, 2025, the Company satisfied the condition set forth in the SEPA for the Company to have a registration statement under the Securities Act of 1933, as amended (the "Securities Act") declared effective by the SEC, registering for resale the shares of our common stock, par value $0.0001 per share ("Common Stock") issued or issuable by the Company to YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville") under the SEPA (the "Registration 11, 2025. On December 19, 2025, at the Company's annual meeting of stockholders (the "Annual Meeting"), our stockholders approved, in connection with the SEPA and for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), our board proposal to issue to Yorkville shares of our Common Stock in excess of 19.99% or more of our issued and outstanding Common Stock (the "Exchange Cap") pursuant to the SEPA. The full results of the Annual Meeting are disclosed in the Current Report on Form 8-K filed by the Company with the SEC on December 22, 2025. On

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Report is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Report is incorporated herein by reference. In the SEPA, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Report, and in the Signing 8-K, are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Index of Exhibits Exhibit No. Description 4.1+* Form of Convertible Promissory Notes issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 27, 2025) 4.2+* Form of Amended and Restated Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K/A filed with the SEC on November 20, 2025) 10.1+* Standby Equity Purchase Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 27, 2025) 10,2+* Amendment No. 1 to the Standby Equity Purchase Agreement, as of November 19, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K/A filed with the SEC on November 20, 2025) 10.3+* Registration Rights Agreement, dated October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 27, 2025) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Previously filed. + Certain portions of this exhibit (indicated by "[***]") have been redacted pursuant to Regulation S-K Item 601(a)(6). Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 23, 2025 Jupiter Neurosciences, Inc. By: /s/ Christer Rosn Name: Christer Rosn Title: Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR