JUPITER NEUROSCIENCES, INC. DEFA14A Filing

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0001493152-25-021317.txt : 20251107 0001493152-25-021317.hdr.sgml : 20251107 20251107171017 ACCESSION NUMBER: 0001493152-25-021317 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251107 DATE AS OF CHANGE: 20251107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUPITER NEUROSCIENCES, INC. CENTRAL INDEX KEY: 0001679628 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 474828381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41265 FILM NUMBER: 251463554 BUSINESS ADDRESS: STREET 1: 1001 NORTH US HWY 1 STREET 2: SUITE 504 CITY: JUPITER STATE: FL ZIP: 33477 BUSINESS PHONE: (561) 406-6154 MAIL ADDRESS: STREET 1: 1001 NORTH US HWY 1 STREET 2: SUITE 504 CITY: JUPITER STATE: FL ZIP: 33477 FORMER COMPANY: FORMER CONFORMED NAME: Jupiter Orphan Therapeutics, Inc. DATE OF NAME CHANGE: 20160713 DEFA14A 1 formdefa14a.htm DEFA14A       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒   Filed by a Party other than the Registrant ☐   Check the appropriate box:   ☐ Preliminary Proxy Statement   ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))   ☐ Definitive Proxy Statement   ☒ Definitive Additional Materials   ☐ Soliciting Material under §240.14a-12   JUPITER NEUROSCIENCES, INC. (Name of Registrant as Specified In Its Charter)   N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant)   Payment of Filing Fee (Check the appropriate box):   ☒ No fee required   ☐ Fee paid previously with preliminary materials:   ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11           JUPITER NEUROSCIENCES, INC. 1001 North US HWY 1, Suite 504 Jupiter, FL 33477 Telephone: (561) 406-6154 Supplement to the Proxy Statement for the Annual Meeting of Stockholders to be held on December 19, 2025 at 10:00 A.M. Eastern Time This supplement (the “ Supplement ”) amends and supplements the definitive proxy statement on Schedule 14A (the “ Proxy Statement ”) filed by Jupiter Neurosciences, Inc. (the “ Company ”) with the Securities and Exchange Commission on November 6, 2025 in connection with the Company’s 2025 Annual Meeting of Stockholders (the “ Annual Meeting ”), to be held at 10:00 A.M. (Eastern Time) on Friday, December 19, 2025. The purpose of this Supplement is to correct certain calculations in the Proxy Statement due to a scrivener’s error. Other than these corrections, the Proxy Statement remains unchanged, and this Supplement does not otherwise amend, supplement, or affect the Proxy Statement. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended and supplemented by this Supplement. This Supplement should be read in conjunction with the Proxy Statement and the other proxy materials previously made available to stockholders in connection with the Annual Meeting. If you have already voted your shares, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. Corrections to the Proxy Statement Page 44 : In Proposal No. 5, the maximum number of shares of the Company’s common stock, par value of $0.0001 (the “ Common Stock ”) that the Company may issue unless the Company obtains the requisite stockholder approval to issue shares of Common Stock in excess of the Exchange Cap to Yorkville under the SEPA and upon conversion of the Convertible Notes in accordance with applicable Nasd