Form 8-K

8-K — JUPITER NEUROSCIENCES, INC.

Accession: 0001493152-26-034724

Filed: 2026-07-27

Period: 2026-07-22

CIK: 0001679628

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001679628

2026-07-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

Date

of Report (Date of earliest event reported): July 22, 2026

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 Avenue,

Suite 210

Palm Beach Gardens, FL

33410

(Address of Principal

Executive Offices)

(Zip Code)

Registrant’s

telephone number, including area code: (561) 406-6154

Not

Applicable

(Former

Name or Former Address, if Changed Since Last Report)

Check

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

any of the following provisions (see General Instructions A-2. below):

☐

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

5.07 Submission of Matters to a Vote of Security Holders.

Jupiter

Neurosciences, Inc. (“Jupiter” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual

Meeting”) on July 22, 2026. In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act

of 1934, as amended. At the close of business on June 15, 2026, the record date for the Annual Meeting (the “Record Date”),

there were 48,224,110 shares of common stock issued and outstanding, which constituted all of the issued and outstanding capital

stock of the Company as of the Record Date.

the Annual Meeting, 28,456,277 of the Company’s 48,224,110 outstanding shares of common stock entitled to vote as of the

Record Date, or approximately 59%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The following

are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in Jupiter’s

Notice of 2026 Annual Meeting of Stockholders and Proxy Statement, filed with the Securities and Exchange Commission on June 22, 2026,

as amended.

The

stockholders elected each of Jupiter’s seven director nominees, each to serve until the 2027 annual meeting of stockholders

and until their respective successors are duly elected and qualified. In connection with his appointment, Dr. Andrew J. Cutler was

also appointed to serve as a member of the Compensation Committee of our board of directors (the “Board”), effective

on the same date as his appointment to the Board. The vote tabulation with respect to the nominees was as follows:

NOMINEE

VOTES

FOR

AUTHORITY

WITHHELD

BROKER

NON-VOTES

Christer Rosén

18,867,403

209,747

9,379,127

Marshall Hayward, Ph.D.

18,919,082

158,068

9,379,127

Alison D. Silva

18,864,702

212,448

9,379,127

Nicholas H. Hemmerly

18,869,256

207,894

9,379,127

Tomas J. Philipson

18,923,747

153,403

9,379,127

Andrew J. Cutler, M.D.

18,899,261

177,889

9,379,127

Holger Weis

18,920,866

156,284

9,379,127

The

selection of Cherry Bekaert LLC as the Company’s independent registered public accounting firm for the fiscal year ending December

31, 2026 was ratified. The results of the vote were as follows:

VOTES

FOR

VOTES

AGAINST

VOTES

ABSTAINED

BROKER

NON-VOTES

28,070,928

286,851

98,498

The

stockholders approved an amendment to our 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number shares

of common stock available for sale under the 2025 Plan by 5,250,000 shares of common stock. The results of the vote were as follows:

VOTES

FOR

VOTES

AGAINST

VOTES

ABSTAINED

BROKER

NON-VOTES

16,518,361

2,416,038

142,751

9,379,127

The

stockholders approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1:10

and not more than 1:100 (the “Reverse Stock Split”), such ratio and the implementation and timing of such Reverse Stock

Split to be determined in the discretion of our Board. The results of the vote were as follows:

VOTES

FOR

VOTES

AGAINST

VOTES

ABSTAINED

BROKER

NON-VOTES

24,398,822

4,008,323

49,132

Item

8.01. Other Events

previously disclosed, in connection with the Company’s Standby Equity Purchase Agreement dated October 24, 2025 (the “SEPA”)

with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right, but not the obligation, to issue and sell

to Yorkville, from time to time, up to $20.0 million of shares of its common stock (the “SEPA Shares”), Yorkville provided

the Company with advance funds of $6.0 million funded in two tranches (each a “Prepaid Advance”), in exchange for its issuance

of convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible Notes”). Each

Prepaid Advance is expected to be repaid through the issuance of SEPA Shares at a price per share determined in accordance with the terms

of the SEPA, which is generally based on a discount to the prevailing market price of our common stock during a specified pricing period,

unless earlier repaid in cash at our option, subject to the terms of the SEPA. Accordingly, the number of SEPA Shares issuable upon settlement

of any Prepaid Advance will depend on the market price of our common stock at the time of such settlement and cannot be determined at

the time such Prepaid Advance is made or thereafter until settlement. On October 27, 2025, the Company received the first tranche of

the Prepaid Advance in the amount of $3,720,000 and issued to Yorkville a Convertible Note in the principal amount of $4.0 million (the

“First Convertible Note”), which was issued with an original issue discount of 7.0%. The First Convertible Note is initially

convertible into shares of the Company’s common stock at a fixed conversion price of $1.50 per share. Subsequently, upon satisfaction

of the applicable conditions, on December 23, 2025 the Company received the second tranche of the Prepaid Advance in the amount of $1,860,000

and issued to Yorkville a Convertible Note in the principal amount of $2.0 million (the “Second Convertible Note” and, together

with the First Convertible Note, the “Convertible Notes”), which was issued with an original issue discount of 7.0% and is

initially convertible into shares of our common stock at a fixed conversion price of $1.50 per share.

of the date of this Current Report on Form 8-K, approximately $1.5 million aggregate principal amount of the Convertible Notes remains

outstanding. The Company has issued and sold approximately 12.5 million SEPA Shares to Yorkville pursuant to the SEPA, including SEPA Shares

issued in connection with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds

to the Company of approximately $4.1 million. We may continue to issue SEPA Shares to Yorkville pursuant to the SEPA, including in connection

with any outstanding or future Prepaid Advances or conversions of Convertible Notes, subject to the terms and conditions of the SEPA.

This Current Report on

Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any

sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such state or other jurisdiction.

Item

9.01 Financial Statements and Exhibits.

(d)

Index of Exhibits.

Exhibit

No.

Description

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

By:

/s/

Christer Rosén

Chief Executive Officer

Date:

July 27, 2026

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 17

v3.26.1

Cover

Jul. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jul. 22, 2026

Entity File Number

001-41265

Entity Registrant Name

JUPITER

NEUROSCIENCES, INC.

Entity Central Index Key

0001679628

Entity Tax Identification Number

47-4828381

Entity Incorporation, State or Country Code

Entity Address, Address Line One

11621 Kew Gardens Avenue

Entity Address, Address Line Two

Suite 210

Entity Address, City or Town

Palm Beach Gardens

Entity Address, State or Province

Entity Address, Postal Zip Code

33410

City Area Code

(561)

Local Phone Number

406-6154

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

JUNS

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration