Jupiter Neurosciences Registers Resale Of Up To 16M Shares By Selling Stockholders
Jupiter Neurosciences, Inc. JUNS | 0.00 |
T TO COMPLETION, DATED JUNE 26, 2026
Jupiter Neurosciences, Inc.
16,000,000 Shares of Common Stock
This prospectus relates to the resale of up to 16,000,000 shares of our common stock, par value $0.0001 per share (the "common stock") of Jupiter Neurosciences, Inc., a Delaware corporation (the "Company"), by YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville" or the "Selling Stockholder").
The shares of common stock to which this prospectus relates may be issued by us to Yorkville pursuant to a standby equity purchase agreement, dated as of October 24, 2025, by and between the Company and Yorkville (as amended, the "SEPA"). Such shares of common stock consists of 16,000,000 shares of common stock (the "Advance Shares") that may be issued to Yorkville in the form of one or more advances (the "Advances") under the SEPA in our sole discretion following an Advance Notice (as defined below).
We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock by the Selling Stockholder. However, we may receive up to $17.2 million (in addition to the $2.8 million previously received from sales made pursuant to the SEPA prior to the date of this prospectus) in aggregate gross proceeds from sales of common stock we may elect to make to Yorkville pursuant to the SEPA after the date of this prospectus. Under the registration statement previously filed with the SEC, and declared effective by the SEC on December 11, 2025, in connection with the SEPA (the "Prior Registration Statement"), we registered an aggregate of 10,000,000 shares, which included (i) up to 4,000,000 shares of common stock (the "Conversion Shares") that may be issued to Yorkville upon conversion by Yorkville of a convertible promissory note (as amended, the "Convertible Note," and together with any additional convertible promissory notes to be issued, the "Convertible Notes") issued to Yorkville under the SEPA, (ii) 5,868,091 shares of common stock that may be issued to Yorkville in the form of one or more Advances under the SEPA in our sole discretion following an Advance Notice and (iii) 131,909 shares of common stock we issued Yorkville, upon our execution of the SEPA on October 24, 2025, as partial consideration for its commitment to purchase shares of our common stock pursuant to the SEPA. To date, 5,815,975 shares of common stock registered under the Prior Registration Statement have been sold to Yorkville for aggregate gross proceeds of $2.8 million. In accordance with our obligations under the registration rights agreement, dated as of October 24, 2025, by and between the Company and Yorkville (the "Registration Rights Agreement"), we are registering additional shares of common stock for resale under the Registration Statement that includes this prospectus. See "The Standby Equity Purchase Agreement" for a description of the SEPA and "Selling Stockholder" for additional information regarding Yorkville.
