The shares will be subject to a 120-day Lock-up period. The term sheet also provides that additional development milestone payments and single digit royalties will be paid as the product is developed, approved and commercialized. Closing of the definitive agreement, based on the terms and conditions set forth in the term sheet, is to occur no more than 90 days from the execution of the term sheet. Pursuant to the term sheet, Jupiter agreed to deposit $600,000 into an escrow account upon execution of the term sheet, which shall be credited against the upfront cash consideration payable to PharmAla at closing under the definitive agreement. If the definitive agreement is not executed within 90 days from signing of the term sheet, PharmAla shall receive all the cash escrowed amount as a reverse termination fee, subject to fault-based carve-outs and exceptions as set forth in the escrow agreement.

ALA-002 is a patented, non-racemic MDMA formulation recognized by the U.S. Food and Drug Administration ("FDA") as a Novel Chemical Entity ("NCE"). It has been engineered to deliver materially improved cardiovascular safety and reduced abuse liability compared to racemic MDMA, while preserving and enhancing the pro-social and therapeutic properties central to MDMA-assisted therapy. PharmAla's MDMA supply is in active U.S. government-sponsored VA and DHA clinical trials, providing real-world manufacturing support addressing a $multi-Billion psychedelic therapeutics market targeting millions of Americans with PTSD/anxiety.

On April 18, 2026, President Donald J. Trump signed a landmark Executive Order titled "Accelerating Medical Treatments for Serious Mental Illness," directing the FDA and Drug Enforcement Administration ("DEA") to expand access to investigational psychedelic therapies. Key provisions of the Executive Order include the Right to Try Pathway: Establishes access to investigational psychedelic drugs for eligible patients, including Schedule I handling authorizations for treating physicians, Commissioner's National Priority Vouchers: Issued to psychedelic drugs that have received FDA Breakthrough Therapy designation, enabling expedited review timelines of 1-2 months vs. the standard 6-12 months, Federal Funding: Allocates $50 million through the Advanced Research Projects Agency for Health (ARPA-H) to support state and federal psychedelic medicine programs and Cross-Agency Coordination: Directs HHS, FDA, and the Department of Veterans Affairs to collaborate on data sharing and expanded clinical trial participation for psychedelic therapies

With ALA-002, Jupiter is positioning itself within what many analysts now project will become a multi-billion-dollar regulated psychedelic therapeutics market in the United States alone, with annual sales potential in the early-to-mid 2030s commonly estimated in the approximately 6 billion to 15 billion dollar range, led by MDMA- and psilocybin-assisted therapies for depression, PTSD, and anxiety disorders. Against this backdrop, a next-generation, non-racemic MDMA NCE such as ALA-002 offers Jupiter an opportunity to participate in the most advanced and clinically validated segment of psychedelic medicine, where MDMA-assisted therapy is widely expected to anchor one of the largest and fastest-growing indications in the category as reimbursement, clinic infrastructure, and federal initiatives converge to support scaled access for U.S. patients.