Jupiter Neurosciences Sells $3.6M of Stock to Yorkville under SEPA

What Happened

• Jupiter Neurosciences, Inc. announced that between May 14, 2026 and July 24, 2026 it issued and sold 11,470,000 shares of common stock to YA II PN, Ltd. (Yorkville) for aggregate gross proceeds of approximately $3.6 million.
• These sales were made under the company’s Standby Equity Purchase Agreement (SEPA) with Yorkville (originally entered October 24, 2025 and previously disclosed in 8‑K filings), which gives the company the right to sell up to $20.0 million of common stock to Yorkville, subject to the SEPA’s terms and conditions.

Key Details

• Shares sold: 11,470,000 common shares.
• Proceeds: ~ $3.6 million in gross proceeds from the issuances between May 14 and July 24, 2026.
• Pricing: each advance was priced at 97% of the lowest daily volume-weighted average price (VWAP) on NASDAQ during the applicable three-consecutive-trading-day pricing period starting on the advance notice date.
• Sale mechanics and compliance: shares were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; Yorkville represented it is an accredited investor and bought the shares for investment.

Why It Matters

• Funding and dilution: the transactions provided roughly $3.6M in near-term capital for Jupiter Neurosciences, but also increased the number of shares outstanding by 11.47 million, which dilutes existing shareholders’ ownership.
• Future potential: the SEPA remains in place, allowing up to $20M of potential future equity financings to Yorkville under the agreement, so investors should monitor further draws under the facility and related filings for additional dilution or capital raises.