Jupiter Neurosciences, Inc. (JUNS) · 8-K and 424B5 filed 2026-08-24 · the 8-K · the prospectus
The crowd showed up on a Friday. The paperwork selling 307,692 new shares is dated that same Friday.
On 21 August 2026,
16.9 million shares[C1] IEXJUNS on 2026-08-21: 16,880,651.623205 shares traded, closing at $6.20. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json changed hands. That is
about $104.7 million[C1] IEXJUNS on 2026-08-21: 16,880,651.623205 shares traded, closing at $6.20. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json of stock. The whole
company is worth about $4.8 million[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json. It has
only 770,081[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm shares. So the crowd bought
and sold the whole thing 21.9 times[C1] IEXJUNS on 2026-08-21: 16,880,651.623205 shares traded, closing at $6.20. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm over. Days
earlier, on 18 August 2026, the whole day's trading came to
$84,300[C4] IEXJUNS on 2026-08-18: 16,722.800785 shares traded, closing at $5.04. The last print came 223.3 minutes before the close, so that day's bar is thin.
IEX historical daily bar, 2026-08-18Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-18.json[C5] IEXJUNS on 2026-08-18: closed at $5.04 on 16,722.800785 shares. The last print came 223.3 minutes before the close, so that day's bar is thin.
IEX historical daily bar, 2026-08-18Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-18.json.
JUNS on 2026-08-21: 16,880,651.623205 shares traded, closing at $6.20. The last print came 0.2 minutes before the close.IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json[C2] IEX
JUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json
As of August 14, 2026, there were 770,081 shares of Common StockJupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C2] IEX
JUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json.
"Our current cash balance is not sufficient to fund our planned operations and satisfy our obligations for the next twelve months, and we will require substantial additional capital to continue operating our business. This offering is an important component of our financing plan." Jupiter Neurosciences, 424B5 risk factors, filed 2026-08-24
The new money covers about 12.2 weeks
That same day, the company agreed to sell
307,692[C6] 424B5Offering Price $ 6.50 $ 1,999,998.00
Jupiter Neurosciences 424B5 cover page, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C7] 424B5Offering Price $ 6.50 $ 1,999,998.00
Jupiter Neurosciences 424B5 cover page, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm new shares at
$6.50[C7] 424B5Offering Price $ 6.50 $ 1,999,998.00
Jupiter Neurosciences 424B5 cover page, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm each. That is about
40%[C6] 424B5Offering Price $ 6.50 $ 1,999,998.00
Jupiter Neurosciences 424B5 cover page, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C7] 424B5Offering Price $ 6.50 $ 1,999,998.00
Jupiter Neurosciences 424B5 cover page, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm more shares than it had
reported having. A firm called D. Boral Capital lined up the buyers. The 8-K says when the
deal was struck, and when it closed:
"On August 21, 2026, Jupiter Neurosciences, Inc.… entered into a Securities Purchase Agreement with the investors named therein, pursuant to which the Company issued and sold 307,692 shares of common stock… at a price of $6.50 per share in a registered direct offering … On August 24, 2026, the Company closed the Offering for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement agent's fees and related offering expenses." Jupiter Neurosciences, 8-K, filed 2026-08-24
The cover of the prospectus prints the rest of it:
"Offering Price $6.50 … $1,999,998.00 … Placement Agent Fees … $0.455 … $139,999.86 … Proceeds, before expenses, to us … $6.045 … $1,859,998.14" Jupiter Neurosciences, 424B5 cover page, filed 2026-08-24
After expenses the company expects $1.7 million[C8] 424B5We expect to receive net proceeds of approximately $1.74 million from this offering
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm.
Its own 10-Q reports $3.7 million[C9] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm of cash
burned in 6[C10] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm months. That is about
$621,200[C9] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C10] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm a month. So the whole raise
covers about 12.2 weeks[C8] 424B5We expect to receive net proceeds of approximately $1.74 million from this offering
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C9] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C10] 10-QNet cash used in operating activities was $3,727,022 for the six months ended June 30, 2026
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm of spending.
The deadline landed the next morning
"the Company has 180 calendar days, or until August 25, 2026, to regain compliance with both the Minimum Bid Price Requirement and the MVLS Requirement… To regain compliance with the MVLS Requirement, the Company's market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days." Jupiter Neurosciences, 424B5 risk factors, filed 2026-08-24
The company is worth about $4.8 million[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json. The
test asks for $35 million[C11] 424B5market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm. It has to hold there for
10[C12] 424B5market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm business days in a row. That is
7.3 times[C11] 424B5market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C3] 10-QAs of August 14, 2026, there were 770,081 shares of Common Stock
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json the whole company. People assume the
1-for-75 reverse split on 6 August 2026 fixes this. It does
not. The filing says so itself:
"The Reverse Stock Split does not directly address the MVLS Requirement…"
The company says it passes. It never says by how much.
Christer Rosen is the chief executive. That same day he signed a second 8-K. It says the
company believes it now clears Nasdaq's
$2.5 million[C13] 8-Kin excess of the $2.5 million stockholders' equity requirement for continued listing
Jupiter Neurosciences 8-K on the Nasdaq equity test, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039886/form8-k.htm equity test. It gives no figure.
The last one reported was a stockholders'
deficit of $366,000[C14] 10-QTotal stockholders' deficit ( 365,966 )
Jupiter Neurosciences 10-Q, filed 2026-08-14Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226038463/form10-q.htm. The filing adds:
"The Company is awaiting Nasdaq's formal determination…"
There are more new shares where those came from
A deal with a firm called Yorkville lets the company sell up to
$20 million[C15] 424B5to issue and sell to Yorkville, from time to time, up to $20.0 million of shares of our common stock
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm of stock whenever it wants. About
$5.2 million[C16] 424B5for aggregate net proceeds to us of approximately $5.2 million
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm of that has already reached the
company. Shares issued to PharmAla carry a reset. If the price falls below
$6.6945[C17] 424B5based on a volume-weighted average price of $6.6945
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm a share, PharmAla gets
more shares. The 21 August 2026 close of
$6.20[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json was already
7.4%[C17] 424B5based on a volume-weighted average price of $6.6945
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm[C2] IEXJUNS on 2026-08-21: closed at $6.20 on 16,880,651.623205 shares. The last print came 0.2 minutes before the close.
IEX historical daily bar, 2026-08-21Open exact filing on SEC EDGAR ↗s3://filecrux-filing-screens/prices/2026-08-21.json below that.
What would make this story wrong
The stock could hold a $35 million[C11] 424B5market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm market value for
10[C12] 424B5market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm sessions in a row. Or Nasdaq could grant a second
compliance period of 180 days[C18] 424B5the Company has 180 calendar days, or until August 25, 2026, to regain compliance
Jupiter Neurosciences 424B5 risk factors, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm. Both are possible.
Neither is in these filings. Two things are left open. The investors who bought the new
shares are never named. And no filing shows a Nasdaq notice about the equity test at all
— only the company's claim that it passes.
Two ways this ends
Say Nasdaq takes the company's word for it. The stock keeps its listing. The
$20 million[C15] 424B5to issue and sell to Yorkville, from time to time, up to $20.0 million of shares of our common stock
Jupiter Neurosciences 424B5, filed 2026-08-24Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/1679628/000149315226039784/form424b5.htm line is still sitting there. Every
share sold out of that line makes each slice already held smaller. If Nasdaq does not, the
prospectus says what happens next:
"If the Company does not regain compliance with the MVLS Requirement within the applicable compliance period, Nasdaq will provide notice that the Company's common stock is subject to delisting. In such event, the Company may appeal the delisting determination to a hearings panel." Jupiter Neurosciences, 424B5 risk factors, filed 2026-08-24
And it says where the stock goes if that fails:
"If we do not regain compliance, our common stock may begin trading on an over-the-counter market, such as the OTCQB or the OTC Pink." Jupiter Neurosciences, 424B5 risk factors, filed 2026-08-24
Christer Rosen signed the 8-K on 24 August 2026 with the answer still not in. He promised an update when it comes. That update is not in these filings. The deadline is the next morning, 25 August 2026. Nobody outside Nasdaq knows yet which way it goes.