Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 27, 2026, Jupiter Neurosciences, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff had determined to delist the Company’s common stock from The Nasdaq Capital Market. As previously notified by the Staff on February 26, 2026, the market va…

The provided text is only the standard header for Item 5.02 and does not contain the specific details of the event required to classify the movement.

Entry into a Material Definitive Agreement. On August 26, 2026, Jupiter Neurosciences, Inc. (the “Company”) entered into separate Debt Forgiveness and Release Agreements (each, a “Forgiveness Agreement” and collectively, the “Forgiveness Agreements”) with certain executive officers and directors of the Company pursuant to which such individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation previously owed by the Company (the “Debt Forgiveness”). The forgiven…

Entry into a Material Definitive Agreement On August 21, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 307,692 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“C…

Unregistered Sales of Equity Securities. As previously disclosed, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (as amended, the “SEPA”) with YA II PN, Ltd. (“Yorkville”), a Cayman Islands exempt limited partnership, pursuant to which the Company has the right, but not the obligation, to sell to Yorkville up to $20,000,000 of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), from time to time, subject to certain limitations and condi…

Material Modifications to Rights of Security Holders. To the extent required by Item 3.03, the disclosure set forth in

Unregistered Sales of Equity Securities. As previously disclosed, on October 24, 2025, Jupiter Neurosciences, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (as amended, the “SEPA”) with YA II PN, Ltd. (“Yorkville”), a Cayman Islands exempt limited partnership, pursuant to which the Company has the right, but not the obligation, to sell to Yorkville up to $20,000,000 of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), from time to time, subject…

by reference. The shares of the Company’s common stock issuable under the License Agreement are expected to be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, based in part on representations made by PharmAla in the License Agreement.

Entry Into a Material Definitive Agreement. Strategic Asset License Agreement Reference is made to the Current Report on Form 8-K filed by Jupiter Neurosciences, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on May 20, 2026 (the “Prior 8-K”), in which the Company disclosed its entry into a non-binding summary of proposed terms with PharmAla Biotech Holdings Inc. (“PharmAla”) regarding a potential licensing transaction for PharmAla’s ALA-002 program for the Unite…

Director — Tomas J. Philipson, Ph.D.: Dr. Tomas J. Philipson was appointed as a member of the Board and to serve on the Audit Committee and Compensation Committee.

Director — Allison W. Brady: Ms. Brady resigned from the Board and her positions on the Audit Committee and Compensation Committee, effective immediately.

The filing describes compensatory arrangements and equity grants, not a management change.

Entry into a Material Definitive Agreement On May 20, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 7,142,858 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Co…

Other Events. On May 19, 2026, the Company and PharmAla executed the Term Sheet describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “ Assets ”), subject to the Company’s compliance with the definit…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On February 26, 2026, Jupiter Neurosciences, Inc. (the “ Company ”) received two written notices (each, a “ Notice ” and together, the “ Notices ”) from the Listing Qualifications Department of Nasdaq Stock Market LLC (“ Nasdaq ”) notifying the Company that (i) the listing of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) was not in compliance with the minimum bi…

As disclosed in the Signing 8-K, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (as amended on November 19, 2025, the “SEPA”) and a related Registration Rights Agreement with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”). In connection with the SEPA, Yorkville agreed to advance to the Company up to $6.0 million which was paid in two tranches in exchange for the Company’s issuance to Yorkville of convertible promissory notes (each,…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

As disclosed in the Signing 8-K, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) and a related Registration Rights Agreement. On December 11, 2025, the Company satisfied the condition set forth in the SEPA for the Company to have a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective by the SEC, registering for resale the shares of our common stock, par value $0.0001 per share (“Common Stoc…

The excerpt is incomplete and does not provide sufficient information to determine the nature of the event.

Entry Into a Material Definitive Agreement. On October 24, 2025, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Standby Equity Purchase Agreement (as amended from time to time, the “SEPA”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of October 24, 2025, with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $20…

Unregistered Sales of Equity Securities. The information set forth in

Entry Into a Material Definitive Agreement. Standby Equity Purchase Agreement On October 24, 2025, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Standby Equity Purchase Agreement (the “SEPA”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of October 24, 2025, with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in