JUPITER NEUROSCIENCES, INC. 8-K

What Happened

• Jupiter Neurosciences, Inc. filed an 8-K on December 23, 2025 (Accession 0001493152-25-029124) reporting entry into a financing arrangement with YA II PN, Ltd. The filing incorporates and references prior disclosures made in the Company’s Form 8-K filed October 27, 2025 and amended November 20, 2025.
• The filing relates to a Standby Equity Purchase Agreement (dated October 24, 2025, with an Amendment dated November 19, 2025), the issuance of convertible promissory notes to YA II PN, Ltd., and a Registration Rights Agreement.

Key Details

• Agreement counterparty: YA II PN, Ltd.
• Relevant dates: Standby Equity Purchase Agreement dated October 24, 2025; Amendment No. 1 dated November 19, 2025; 8-K filing dated December 23, 2025.
• Documents incorporated by reference: forms of convertible promissory notes (original and amended), the Standby Equity Purchase Agreement, Amendment No. 1, and a Registration Rights Agreement (exhibits previously filed; portions redacted in accord with Regulation S-K).
• Items reported on the 8-K include Item 1.01 (entry into material definitive agreement), Item 2.03 (creation of a direct financial obligation), and Item 3.02 (unregistered sales of equity securities), with substantive details provided by reference to the October 27 and November 20, 2025 filings.

Why It Matters

• The filing confirms a formal financing relationship and related contractual obligations between Jupiter Neurosciences and YA II PN, Ltd., documented by convertible notes, a standby equity purchase agreement and registration rights. These arrangements affect the company’s capital structure and could lead to future issuance of securities under the referenced agreements.
• Retail investors should review the referenced prior 8-Ks (Oct. 27, 2025 and Nov. 20, 2025) and the incorporated exhibits for the full economic terms (conversion mechanics, purchase commitments, dilution protections, and registration rights) to assess potential impact on ownership and future funding.