Form 8-K

8-K — JUPITER NEUROSCIENCES, INC.

Accession: 0001493152-26-040308

Filed: 2026-08-27

Period: 2026-08-26

CIK: 0001679628

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

August

26, 2026

Date

of Report (Date of earliest event reported)

JUPITER

NEUROSCIENCES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41265

47-4828381

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

11621

Kew Gardens Ave, Suite 210, Palm Beach Gardens, FL

33410

(Address

of principal executive offices)

(Zip

Code)

(561)

406-6154

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

JUNS

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

Growth Company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

August 26, 2026, Jupiter Neurosciences, Inc. (the “Company”) entered into separate Debt Forgiveness and Release Agreements

(each, a “Forgiveness Agreement” and collectively, the “Forgiveness Agreements”) with certain executive officers

and directors of the Company pursuant to which such individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation

previously owed by the Company (the “Debt Forgiveness”). The forgiven amounts consisted of accrued salaries that had been reflected as liabilities on the Company’s balance sheet.

The

following table sets forth the amounts forgiven by each individual:

Name

Title

Amount Forgiven

Christer Rosén

Chairman and Chief Executive Officer and Director

$ 356,024

Alison Silva

President, Chief Operating Officer and Director

$ 81,431

Marshall Hayward, Ph.D.

Chief Scientific Officer and Director

$ 287,075

Alexander Rosén

Chief Administrative Officer

$ 150,785

Pursuant

to the Forgiveness Agreements, effective as of August 26, 2026, each applicable individual agreed to irrevocably terminate and forgive

in full the accrued compensation obligations owed by the Company to such individual. The Debt Forgiveness was gratuitous, and the Company

did not issue any equity securities or pay any cash or other consideration in exchange for the forgiveness of such obligations. In addition,

each Forgiveness Agreement contains a general release of claims by the applicable individual in favor of the Company and its affiliates

and their respective officers, directors, stockholders and agents with respect to claims arising out of or relating to the forgiven compensation

obligations, subject to customary exceptions, including claims arising under the Forgiveness Agreement itself.

The

foregoing summary of the Forgiveness Agreements does not purport to be complete and is qualified in its entirety by reference to the

form of the Forgiveness Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein

by reference.

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item

8.01 Other Events.

of the date of this Current Report on Form 8-K, the Company has 1,318,521 shares of Common Stock issued and outstanding.

Item

9.01. Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

10.1

Form of Debt Forgiveness and Release Agreement, dated as of August 26, 2026, by and between the Company and the Counterparty party thereto.

104

Cover

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

JUPITER

NEUROSCIENCES, INC.

Dated:

August 27, 2026

By:

/s/

Christer Rosen

Name:

Christer

Rosen

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Form

of Debt Forgiveness and Release Agreement

Dated

as of August 26, 2026

This

Debt Forgiveness and Release Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective

Date”), is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and ____________

(“Counterparty”). Each of the Company and Counterparty may be referred to herein individually as a “Party” and

collectively as the “Parties”.

RECITALS

WHEREAS,

Counterparty is engaged by the Company as an employee, officer, consultant or in another position, and the Company currently owes the

Counterparty the sum of $________ (the “Cash Debt”);

WHEREAS,

Counterparty now desires to terminate and forgive The Cash Debt $_________ (the “Debt”), and provide the release and other

agreements as set forth herein;

NOW,

THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Forgiveness

and Termination of Debt.

(a) As

of the Effective Date, the Debt is hereby terminated and forgiven, and any and all amounts

remaining owed in connection with the Debt are deemed paid in full. The Company shall cancel

all of the Debt on its books and records immediately following the effectiveness of this

Agreement as set forth herein.

(b) No

Party shall be entitled to any payments or other compensation in connection with the forgiveness

of the Debt other than as set forth herein.

2. Release

of Claims.

(a) Effective

as of the Effective Date, the Counterparty, for Counterparty and for Counterparty’s

Affiliates (as hereinafter defined), and each of their respective predecessors, successors,

assigns, heirs, representatives, and agents and for all related parties, and all persons

acting by, through, under or in concert with any of them in both their official and personal

capacities (collectively, the “Counterparty Parties”) hereby irrevocably, unconditionally

and forever release, discharge and remise the Company and its Affiliates (whether an Affiliate

as of the Effective Date or later), and their respective predecessors, successors, assigns,

heirs, representatives, and agents and for all related parties and all persons acting by,

through, under or in concert with any of them in both their official and personal capacities

(collectively, the “Company Parties”), from all claims of any type and all manner

of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts,

reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises,

variances, trespasses, damages, judgments, executions, claims and demands whatsoever, in

law or in equity, known or unknown, that any Counterparty Party may have now or may have

in the future, against any of the Company Parties to the extent that those claims arose,

may have arisen, or are based on events which occurred at any point in the past up to and

including the Effective Date, including, without limitation, any such matters related to

the Debt, but excluding, for greater certainty, the obligations of Company hereunder (collectively,

the “Released Claims”). The Counterparty represents and warrants that no Released

Claim released herein has been assigned, expressly, impliedly, or by operation of law, and

that all Released Claims released herein are owned by the Counterparty, and Counterparty

has the sole authority to release them. The Counterparty agrees that Counterparty shall forever

refrain and forebear from commencing, instituting or prosecuting any lawsuit action or proceeding,

judicial, administrative or otherwise collect or enforce any Released Claim which is released

and discharged herein. For purposes hereof, an “Affiliate” of a Party shall be

any Party that controls, is controlled by, or is under common control with, the subject Party.

(b) The

Counterparty agrees not to file for Counterparty or on behalf of any other Counterparty Party,

any claim, charge, complaint, action, or cause of action against any Company Party related

to the Released Claims, and further agrees to indemnify and save harmless such Company Parties

from and against any and all losses, including, without limitation, the cost of defense and

legal fees, occurring as a result of any claims, charges, complaints, actions, or causes

of action made or brought by any Counterparty Party against any Company Party, whether the

releases as set forth herein given by any Counterparty Party are effective or not. In the

event that any Counterparty Party brings a suit against any Company Party with respect to

any Released Claim, the Counterparty agrees to pay any and all costs of the Company Parties,

including attorneys’ fees, incurred by such Company Parties in challenging such action.

Any Company Party is an intended third-party beneficiary of this Agreement.

affirms that Counterparty has not filed, caused to be filed, or presently is a party to any

claim, complaint, or action against any Company Party in any forum or form and should any

such charge or action be filed by any Counterparty Party or by any other person or entity

on any Counterparty Party’s behalf involving matters covered by this Section 2,

Counterparty agrees to promptly give the agency or court having jurisdiction a copy of this

Agreement and inform them that any such claims any such Counterparty Party might otherwise

have had are now settled.

(d) This

is a compromise and settlement of potential or actual disputed claims and is made solely

for the purpose of avoiding the uncertainty, expense, and inconvenience of future litigation.

Neither this Agreement nor the furnishing of any consideration concurrently with the execution

hereof shall be deemed or construed at any time or for any purpose as an admission by any

Party of any liability or obligation of any kind. Any such liability or wrongdoing is expressly

denied. The Parties hereto acknowledge that this Agreement was reached after good faith settlement

negotiations and after each Party had an opportunity to consult legal counsel. This Agreement

extends to, and is for the benefit of, the Parties, their respective successors, assigns

and agents and anyone claiming by, through or under the Parties hereto.

(e) Each

of the Parties hereby waives any and all rights which it may have with respect to this Agreement

or the subject matter hereof, under the provisions of Section 1542 of the Civil Code of the

State of California as now worded and as hereafter amended, which section provides that:

“A

general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor

at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the

debtor or released party.”

3. Representations

and Warranties of Counterparty. Counterparty represents and warrants to the Company as

set forth below.

(a) Organization

and Standing. Counterparty is a natural person, and has all requisite power and authority

to own Counterparty’s properties and conduct Counterparty’s business as it is

now being conducted.

(b) Due

Authority; No Violation. Counterparty has all requisite rights and authority or the capacity

to execute, deliver and perform Counterparty’s obligations under this Agreement. The

execution and delivery of this Agreement and the consummation of the transactions contemplated

hereby have been duly and validly authorized by all necessary action on the part of Counterparty,

and no other proceedings on the part of Counterparty are necessary to authorize the execution,

delivery and performance of this Agreement or the transactions contemplated hereby or thereby

on the part of Counterparty. The execution, delivery and performance of this Agreement will

not (i) violate, conflict with, or result in the breach, acceleration, default or termination

of, or otherwise give any other contracting party the right to terminate, accelerate, modify

or cancel any of the terms, provisions, or conditions of any material agreement or instrument

to which Counterparty is a party or by which Counterparty or Counterparty’s assets

may be bound or (ii) constitute a violation of any material applicable law, rule or regulation,

or of any judgment, order, injunctive award or decree of any governmental authority applicable

to Counterparty.

No approval, authority, or consent of or filing by Counterparty with, or notification to,

any governmental authority, is necessary to authorize the execution and delivery of this

Agreement or the consummation of the transactions contemplated herein.

(d) Sole

Holder. Counterparty is the sole beneficial holder of the Debt and, and has not issued

any other rights of participation, security interests or any other interest of any form to

any other person or entity with respect to the Debt.

(e) Enforceability.

This Agreement has been duly executed and delivered by Counterparty and, assuming that this

Agreement constitutes the legal, valid and binding obligation of the Company, constitutes

the legal, valid, and binding obligation of Counterparty, enforceable against Counterparty

in accordance with its terms, except to the extent that the enforceability thereof may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance

and other similar laws of general application affecting enforcement of creditors’ rights

generally.

4. Representations

and Warranties of the Company. The Company represents and warrants to Counterparty as

set forth below.

(a) Organization

and Standing. The Company is duly organized, validly existing, and in good standing under

the laws of the State of Delaware and has all requisite power and authority to own its properties

and conduct its business as it is now being conducted. The nature of the business and the

character of the properties the Company owns or leases do not make licensing or qualification

of the Company as a foreign entity necessary under the laws of any other jurisdiction, except

to the extent such licensing or qualification have already been obtained.

(b) Due

Authority; No Violation. The Company has all requisite rights and authority or the capacity

to execute, deliver and perform its obligations under this Agreement. The execution and delivery

of this Agreement and the consummation of the transactions contemplated hereby have been

duly and validly authorized by all necessary action on the part of the Company, and no other

proceedings on the part of the Company are necessary to authorize the execution, delivery

and performance of this Agreement or the transactions contemplated hereby or thereby on the

part of the Company. The execution, delivery and performance of this Agreement will not (x)

violate, conflict with, or result in the breach, acceleration, default or termination of,

or otherwise give any other contracting party the right to terminate, accelerate, modify

or cancel any of the terms, provisions, or conditions of any material agreement or instrument

to which the Company is a party or by which it or its assets may be bound or (y) constitute

a violation of any material applicable law, rule or regulation, or of any judgment, order,

injunctive award or decree of any governmental authority applicable to the Company or (z)

conflict with, result in the breach or termination of any provision of, or constitute a default

under (in each case whether with or without the giving of notice or the lapse of time, or

both) the Company’s organizational documents, or any order, judgment, arbitration award,

or decree to which such the Company is a party or by which it or any of its assets or properties

are bound.

No approval, authority, or consent of or filing by the Company with, or notification to,

any governmental authority, is necessary to authorize the execution and delivery of this

Agreement or the consummation of the transactions contemplated herein.

(d) Enforceability.

This Agreement has been duly executed and delivered by the Company and, assuming that this

Agreement constitutes the legal, valid and binding obligation of Counterparty, constitutes

the legal, valid, and binding obligation of the Company, enforceable against the Company

in accordance with its terms, except to the extent that the enforceability thereof may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance

and other similar laws of general application affecting enforcement of creditors’ rights

generally.

5. Covenants

and Agreements.

(a) Each

of the Parties, as promptly as practicable, shall make, or cause to be made, all filings

and submissions under laws applicable to it and its affiliates, as may be required for it

to consummate the transactions contemplated hereby and shall use its commercially reasonable

efforts to obtain, or cause to be obtained, all other authorizations, approvals, consents

and waivers from all persons and governmental authorities necessary to be obtained by it

or its affiliates, in order for it to consummate such transactions, at the cost of the Party

required to file or submit the same. Notwithstanding anything to the contrary herein, nothing

herein shall require, or be construed to require, any Party to agree to hold separate or

to divest any of the businesses, product lines or assets.

(b) Each

Party hereto shall promptly inform the other Party of any material communication from any

governmental authority regarding any of the transactions contemplated by this Agreement and

shall promptly furnish the other Party with copies of substantive notices or other communications

received from any third party or any governmental authority with respect to such transactions.

Each Party shall agree on the content of any proposed substantive written communication or

submission or any oral communication to any governmental authority. If any Party or any affiliate

thereof receives a request for additional information or documentary material from any such

governmental authority with respect to the transactions contemplated by this Agreement, then

such Party will endeavor in good faith to make, or cause to be made, as soon as reasonably

practicable and after consultation with the other Party, an appropriate response in compliance

with such request. Each Party shall, to the extent practicable, provide the other Party and

its counsel with advance notice of and the opportunity to participate in any substantive

discussion, telephone call or meeting with any governmental authority in respect of any filing,

investigation or other inquiry in connection with the transactions contemplated by this Agreement

and to participate in the preparation for such discussion, telephone call or meeting, to

the extent not prohibited by the governmental authority.

6. Miscellaneous.

(a) Indemnification.

Each Party (the “Indemnifying Party”) hereby agrees to indemnify and hold harmless

to the fullest extent permitted by applicable law, the other Party and its Affiliates and

each of its and their respective Representatives (as defined below), members, managers, partners,

directors, officers, employees, stockholders, attorneys and agents and permitted assignees

(each an “Indemnified Party”), against and in respect of any and all out-of-pocket

loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency

or damage, and diminution in value or claim (including actual costs of investigation and

attorneys’ fees and other costs and expenses) incurred or sustained by any Indemnified

Party as a result of or in connection with any breach, inaccuracy or nonfulfillment or the

alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants

and agreements of the Indemnifying Party contained herein or in any of the additional agreements

or any certificate or other writing delivered pursuant hereto. For purposes herein, “Representative”

shall mean, with respect to any person or entity, any direct or indirect Affiliate of such

person or entity, or any officer, director, manager, employee, investment banker, attorney

or other authorized agent, advisor or representative of such person or entity or any direct

or indirect Affiliate of such person or entity.

(b) Further

Assurances. From time to time, whether at or following the Effective Date, each of the

Parties shall execute such documents and perform such further acts as may be reasonably required

to carry out the provisions hereof and the actions contemplated hereby and each Party shall

make reasonable commercial efforts to take, or cause to be taken, all actions, and to do,

or cause to be done, all things reasonably necessary, proper or advisable, including as required

by applicable laws, to consummate and make effective as promptly as practicable the transactions

contemplated by this Agreement.

Other than as specifically set forth herein, each of the Parties shall pay its own costs

that it incurs incident to the preparation, execution, and delivery of this Agreement and

the performance of any related obligations, whether or not the transactions contemplated

by this Agreement shall be consummated.

(d) Fees.

Each Party agrees to pay the costs and expenses, including reasonable attorneys’ fees,

incurred by the prevailing Party in litigation, arbitration, administrative proceeding or

any other proceeding related to the enforcement or interpretation of any of the terms of

this Agreement.

(e) Consequential

Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS,

COST, DAMAGE, EXPENSE, INJURY OR OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED OR INCURRED AS THE RESULT

OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER

THIS AGREEMENT.

(f) Representations

and Warranties. All representations, warranties, and agreements made by the Parties pursuant

to this Agreement shall survive the consummation of the transactions contemplated herein

until the expiration of the applicable statute of limitations.

(g) Notices.

Any notice or other communications required or permitted hereunder shall be in writing and

shall be sufficiently given if personally delivered to it or sent by email, overnight courier

or registered mail or certified mail, postage prepaid. Any notice hereunder shall be deemed

to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch,

if sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt

requested and received and (iv) three (3) days after mailing, if sent by registered or certified

mail. Any Party may change its address for notices hereunder upon notice to each other Party

in the manner for giving notices hereunder. Notices to the Parties shall be sent as follows.

to the Company, to:

Jupiter

Neurosciences, Inc.

Attn:

Christer Rosén

11621

Kew Gardens Ave, Ste 210

Jupiter,

Florida 33410

Email:

c.rosen@jupiterneurosciences.com

to Counterparty, to the address for Counterparty as set forth in the books and records of the Company.

(h) Choice

of Law. This Agreement, and any and all claims, proceedings or causes of action relating

to this Agreement or arising from this Agreement or the transactions contemplated herein,

including, without limitation, tort claims, statutory claims and contract claims, shall be

interpreted, construed, governed and enforced under and in accordance with the substantive

and procedural laws of the State of Delaware, in each case as in effect from time to time

and as the same may be amended from time to time, without giving effect to the principles

of conflicts of law of the such jurisdiction or any other jurisdiction. Each party agrees

that all legal proceedings concerning the interpretations, enforcement and defense of the

transactions contemplated by this Agreement (whether brought against a party hereto or its

respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced

exclusively in the state and federal courts sitting in Palm Beach County, Florida (the “Selected

Courts”) and each Party hereby irrevocably submits to the exclusive jurisdiction of

the Selected Courts for the adjudication of any dispute hereunder or in connection herewith

or with any transaction contemplated hereby or discussed herein (including with respect to

the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert

in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction

of any such courts, that such suit, action or proceeding is improper or inconvenient venue

for such proceeding.

(i) Waiver

of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. EACH

PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO

HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 6(i).

Each of the Parties acknowledge that each has been

represented in connection with the signing of this waiver by independent legal counsel selected

by the respective Party and that such Party has discussed the legal consequences and import

of this waiver with legal counsel. Each of the Parties further acknowledge that each has

read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily,

without duress and only after consideration of the consequences of this waiver with legal

counsel.

(j) Assignment.

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their

respective successors and permitted assigns. No Party shall have any power or any right to

assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its

obligations hereunder, including, without limitation, any right to pursue any claim for damages

pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim

for any breach or default of this Agreement, or any right arising from the purported assignor’s

due performance of its obligations hereunder, including by merger, consolidation, operation

of law, or otherwise, without the prior written consent of the other Party and any such purported

assignment in contravention of the provisions herein shall be null and void and of no force

or effect.

(k) No

Third-Party Beneficiaries. Other than as specifically set forth herein, nothing in this

Agreement shall confer any rights, remedies or claims upon any Person or entity not a party

or a permitted assignee of a party to this Agreement.

(l) Specific

Performance. The Parties agree that irreparable damage would occur in the event that

any of the provisions of this Agreement were not performed by them in accordance with the

terms hereof or were otherwise breached and that each Party shall be entitled to an injunction

or injunctions, specific performance and other equitable relief to prevent breaches of the

provisions hereof and to enforce specifically the terms and provisions hereof, without the

proof of actual damages, in addition to any other remedy to which they are entitled at law

or in equity. Each Party agrees to waive any requirement for the security or posting of any

bond in connection with any such equitable remedy, and agrees that it will not oppose the

granting of an injunction, specific performance or other equitable relief on the basis that

(a) any other Party has an adequate remedy at law, or (b) an award of specific performance

is not an appropriate remedy for any reason at law or equity.

(m) Entire

Agreement. This Agreement represents the entire understanding and agreement between the

Parties regarding the subject matter hereof and supersede all prior agreements, representations,

warranties, and negotiations between the Parties. This Agreement may be amended, supplemented,

or changed only by an agreement in writing that makes specific reference to this Agreement

or the agreement delivered pursuant to it, and must be signed by all of the Parties. This

Agreement may not be amended by email or other electronic communications.

(n) Interpretation.

The Parties have jointly participated in the drafting and negotiation of this Agreement and

if an ambiguity or question of interpretation should arise, this Agreement shall be construed

as if drafted jointly by the Parties and no presumption of burden of proof shall arise favoring

or burdening any Party by virtue of the authorship of any provision in this Agreement.

(o) Severability.

Whenever possible, each provision of this Agreement shall be interpreted in a manner to be

effective and valid under applicable law, but if one or more of the provisions of this Agreement

is subsequently declared invalid or unenforceable, the invalidity or unenforceability shall

not in any way affect the validity or enforceability of the remaining provisions of this

Agreement. In the event of the declaration of invalidity or unenforceability, this Agreement,

as modified, shall be applied and construed to reflect substantially the intent of the Parties

and achieve the same economic effect as originally intended by its terms. In the event that

the scope of any provision to this Agreement is deemed unenforceable by a court of competent

jurisdiction, or by an arbitrator, the Parties agree to the reduction of the scope of the

provision as the court or arbitrator shall deem reasonably necessary to make the provision

enforceable under the circumstances.

(p) Headings.

The headings contained in this Agreement are intended solely for convenience and shall not

affect the rights of the Parties to this Agreement.

(q) Waiver;

Remedies. Waiver of any term or condition of this Agreement by any Party shall only be

effective if in writing and shall not be construed as a waiver of any subsequent breach or

failure of the same term or condition, or a waiver of any other term or condition of this

Agreement. Neither any failure or delay in exercising any right or remedy hereunder or in

requiring satisfaction of any condition herein nor any course of dealing shall constitute

a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction

of any condition. No notice to or demand on a Party waives or otherwise affects any obligation

of that Party or impairs any right of the Party giving such notice or making such demand,

including any right to take any action without notice or demand not otherwise required by

this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement

shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved

Party whole with respect to such breach, or subsequent exercise of any right or remedy with

respect to any other breach. Every right and remedy provided herein shall be cumulative with

every other right and remedy, whether conferred herein, at law, or in equity, and may be

enforced concurrently herewith, and no waiver by any Party of the performance of any obligation

by the other shall be construed as a waiver of the same or any other default then, theretofore,

or thereafter occurring or existing.

(r) Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an

original and all of which taken together shall be but a single instrument. Counterparts may

be delivered via facsimile, electronic mail (including pdf or any electronic signature complying

with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com) or other transmission method

and any counterpart so delivered shall be deemed to have been duly and validly delivered

and be valid and effective for all purposes.

[Remainder

of page intentionally left blank – Signature pages follow]

WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date.

Jupiter

Neurosciences, Inc.

By:

Name:

Christer

Rosén

Title:

Chief

Executive Officer

By:

Name:

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JUPITER

NEUROSCIENCES, INC.

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Entity Incorporation, State or Country Code

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Kew Gardens Ave

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