Form 8-K

8-K — JUPITER NEUROSCIENCES, INC.

Accession: 0001493152-26-027500

Filed: 2026-06-05

Period: 2026-06-02

CIK: 0001679628

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

June

2, 2026

Date

of Report (Date of earliest event reported)

JUPITER

NEUROSCIENCES, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41265

47-4828381

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1001

North US HWY 1, Suite 504, Jupiter, FL

33477

(Address of principal executive

offices)

(Zip Code)

(561)

406-6154

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock

JUNS

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

Growth Company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

(e)

Compensatory Arrangements of Certain Officers

The

following sets forth certain compensatory arrangements entered into, adopted or modified by Jupiter Neurosciences, Inc. (the “Company”)

during the period covered by this Current Report.

Alison

Silva

June 5, 2026, the Company entered into amendment No. 3 (the “Amendment”) to the employment agreement with Alison Silva,

dated September 1, 2021, as amended. The Amendment appoints Ms. Silva as the Company’s Chief Operating Officer and President and

increases Ms. Silva’s base salary to $340,200 from $315,000. In connection with the Amendment, on June 2, 2026, the board

of directors of the Company (the “Board”), based on the recommendation of the compensation committee of the Board (the “Compensation

Committee”), approved a one-time grant of options to purchase up to 600,000 shares of the Company’s common stock under the

Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (the “Plan”) to Ms. Silva with an exercise price equal to the closing

price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize her contributions to the Company.

Such option grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s

continued service with the Company through each applicable vesting date.

The

foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text

of the Amendment, a copy of which is attached to this Current Report as Exhibit 10.1.

Director

Compensation

June 2, 2026, the Compensation Committee approved a grant of stock options to each of the Company’s independent non-employee directors

to purchase up to 100,000 shares of the Company’s common stock under the Plan, with an exercise price per share equal to the closing

price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Such option grants vest over three years

commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company

through each applicable vesting date.

Discretionary

Bonus Options in Lieu of Cash and Long-Term Incentive Compensation

June 2, 2026, the Board, based on the recommendation of the Compensation Committee, approved discretionary bonuses to the following executives

in the form of stock options under the Plan in lieu of cash:

Executive

Title

Option

Grant

Christer

Rosén

Chairman

of Board, Chief Executive Officer and Director

747,783

Alison

Silva

Chief

Operating Officer and President

427,304

Saleem

Elmasri

Chief

Financial Officer

325,565

Marshall

Hayward, Ph.D.

Chief

Scientific Officer and Director

259,231

Alexander

Rosén

Chief

Administrative Officer

341,843

addition, the Board, based on the recommendation of the Compensation Committee, approved a one-time grant of options to purchase up

to 200,000 shares of the Company’s common stock under the Plan to Mr. Elmasri with an exercise price equal to the closing

price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize his contributions to the

Company. Each such grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the

recipient’s continued service with the Company through each applicable vesting date.

Item

9.01. Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Amendment

No. 3 to Executive Employment Agreement, dated as of June 5, 2026, between the Company and Alison Silva.

104

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

JUPITER NEUROSCIENCES, INC.

Date: June 5, 2026

By:

/s/

Christer Rosén

Name:

Christer Rosén

Title:

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Amendment

No. 3 to Executive Employment Agreement

Dated

as of June 5, 2026

This

Amendment No. 3 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment

Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and Alison

Silva (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each

individually as a “Party”.

WHEREAS,

the Parties are the parties to that certain Executive Employment Agreement, dated as of September 1, 2021 (the “Original Agreement”),

as amended by that certain Amendment to Executive Employment Agreement dated as of September 29, 2021 (“Amendment No. 1”),

and that certain Amendment to Executive Employment Agreement dated as of December 18, 2023 (“Amendment No. 2,” and together

with the Original Agreement and Amendment No. 1, the “Agreement”), and now desire to further amend the Agreement as set forth

herein and pursuant to Section 14 of the Original Agreement the Parties may amend the Agreement in writing;

NOW,

THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Defined

Terms. Defined terms used herein without definition shall have the meanings given in

the Original Agreement.

2. Amendment.

(a) Pursuant

to Section 14 of the Original Agreement, Section 1(b) of the Original Agreement is hereby

amended and restated to provide that the Executive shall serve as the Chief Operating Officer

and President of the Company and shall report to the Chief Executive Officer of the Company.

The Executive shall have such duties and responsibilities as are consistent with Executive’s

position as Chief Operating Officer and President of the Company.

(b) Effective

as of the Amendment Date, Section 2(a) of the Original Agreement, as amended by Amendment

No. 2, is hereby further amended to provide that the Executive’s annual Base Salary

shall be $340,200 on an annual basis.

references in the Original Agreement to ‘President and Chief Business Officer’

or ‘Chief Business Officer’ shall be deemed references to ‘Chief Operating

Officer and President’ or ‘Chief Operating Officer,’ respectively.

3. Remainder

in Force. Other than as amended herein, the Agreement shall remain in full force and

effect until terminated in accordance with its terms. Any reference in the Original Agreement

to the “Agreement” shall now be deemed a reference to the Original Agreement

as amended by Amendment No. 1, Amendment No. 2 and this Amendment. For the avoidance of doubt,

all restrictive covenants contained in the Original Agreement shall remain in full force

and effect and shall apply to the Executive in her capacity as Chief Operating Officer and

President.

4. Miscellaneous.

(a) The

headings in this Amendment are for reference only and shall not affect the interpretation

of this Amendment.

(b) This

Amendment and the rights and obligations of the Parties shall be governed by and construed

and enforced in accordance with the laws of the State of Florida without giving effect to

any choice or conflict of law provision or rule (whether of the State of Florida or any other

jurisdiction).

Amendment may be executed in counterparts, each of which shall be deemed an original, but

all of which together shall be deemed to be one and the same agreement. A signed copy of

this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall

be deemed to have the same legal effect as delivery of an original signed copy of this Amendment.

(d) The

compensation and other terms set forth in this Amendment have been approved by the Board

of Directors (or the Compensation Committee thereof) of the Company. Executive acknowledges

that all compensation payable under the Agreement, as amended hereby, shall be subject to

the Company’s compensation recovery (clawback) policy as in effect from time to time.

[Signatures

appear on following page]

WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Date.

Jupiter

Neurosciences, Inc.

By:

/s/

Christer Rosén

Name:

Christer

Rosén

Title:

Chief

Executive Officer

Executive:

Alison Silva

By:

/s/

Alison Silva

Name:

Alison

Silva

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