JUPITER NEUROSCIENCES, INC. 8-K

What Happened

• Jupiter Neurosciences, Inc. announced a Securities Purchase Agreement dated May 20, 2026, to sell 7,142,858 shares of common stock at $0.28 per share in a registered direct offering for aggregate gross proceeds of approximately $2.0 million (before fees). The offering is being made under the company’s Form S-3 registration statement (filed April 16, 2026; declared effective April 24, 2026) and was expected to close on or about May 21, 2026.
• The company also entered a Placement Agent Agreement dated May 20, 2026, with D. Boral Capital LLC to act as placement agent.

Key Details

• Shares / Price: 7,142,858 shares of common stock at $0.28 per share.
• Gross proceeds: Approximately $2.0 million before placement agent’s fees and offering expenses.
• Placement agent terms: D. Boral to receive a cash fee equal to 7.0% of gross proceeds and reimbursement of reasonable out-of-pocket expenses, including legal fees not to exceed $75,000.
• Restrictions: Company agreed to restrictions on issuing or selling common stock or common-stock equivalents for 30 days after closing.
• Documentation: Legal opinion from Mintz, Levin is attached as Exhibit 5.1 and a pricing press release is included as Exhibit 99.1 to the 8‑K.

Why It Matters

• This filing documents a near-term capital raise that will provide Jupiter Neurosciences with approximately $2.0 million in gross proceeds to support operations. The transaction results in the issuance of 7,142,858 new shares, which increases the company’s outstanding common stock. Investors should note the placement agent fees and the 30-day restriction on new issuances described in the agreement.