JUPITER NEUROSCIENCES, INC. 8-K

What Happened

• Jupiter Neurosciences, Inc. (JUNS) filed an 8-K reporting actions from its December 19, 2025 Annual Meeting. The company filed a Certificate of Amendment with the Delaware Secretary of State to increase authorized common stock and announced approval of a new equity incentive plan. Both measures were approved by stockholders at the meeting.

Key Details

• Authorized shares increased from 125,000,000 to 500,000,000; the Certificate of Amendment was filed on December 19, 2025.
• The Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan was approved, providing 5,250,000 shares of common stock available for awards (subject to adjustments for capital changes).
• Shares returned to the plan from forfeited/expired awards or settled in cash may be re-used; substitute awards in an acquisition will not reduce the 5,250,000 share reserve.
• The aggregate value of equity and cash paid to any non-employee director in a fiscal year is capped at $750,000 (increased to $1,000,000 for a director’s first year of service).
• The filing lists Item 5.02 (departure/election of directors or certain officers) but the provided excerpt does not include further details on specific personnel changes.

Why It Matters

• Increasing authorized shares does not automatically dilute current shareholders, but it gives the company flexibility to issue more shares in the future for financings, acquisitions, or compensation—actions that can dilute existing holders when executed.
• The 2025 Equity Incentive Plan creates a defined pool (5.25M shares) for employee, director and consultant awards; investors should watch future disclosures for actual grants, option exercises, or share issuances tied to this plan.
• The director compensation cap limits how much non-employee directors can receive in a year, which can affect the mix of cash vs. equity compensation.
• Shareholders wanting more detail can review the Certificate of Amendment and the full 2025 Equity Incentive Plan (filed as exhibits to the 8-K) for exact terms and adjustment mechanisms.