Form 8-K

8-K — JUPITER NEUROSCIENCES, INC.

Accession: 0001493152-26-036279

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001679628

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-08-06

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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

August

6, 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.)

11621

Kew Gardens Ave, Suite 210, Palm Beach Gardens, FL

33410

(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

3.03 Material Modifications to Rights of Security Holders.

the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

August 6, 2026, Jupiter Neurosciences, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an

amendment (the “Certificate of Amendment”) to its certificate of incorporation to effect a reverse stock split of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-75 (the “Reverse Stock Split”).

Pursuant to the Certificate of Amendment, the Reverse Stock Split will become effective as of 4:01 p.m. Eastern Time on August 6, 2026

(the “Effective Time”) and shares of the Company’s Common Stock are expected to begin trading on a post-split basis

at the open of trading on The Nasdaq Capital Market on August 7, 2026. At the Effective Time, every seventy-five (75) shares of the Company’s

issued and outstanding shares of Common Stock will be automatically converted into one (1) share of Common Stock, without any change

in the par value per share. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares

issuable upon the exercise of all outstanding stock options, warrants and convertible securities, and to the number of shares issued

and issuable under the Company’s stock incentive plans. No change will be made to the number of shares of Common Stock authorized

under the Company’s certificate of incorporation. Any stockholder who would otherwise be entitled to a fractional share of Common

Stock created as a result of the Reverse Stock Split is entitled to receive a cash payment in lieu thereof equal to the fractional share

to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of Common Stock on The Nasdaq Capital

Market on the trading day immediately prior to the effective date of the Reverse Stock Split, as adjusted for the Reverse Stock Split.

Following

the Reverse Stock Split, the shares of Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “JUNS.”

The new CUSIP number for the Common Stock following the Reverse Stock Split will be 48208B302.

The

summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference

to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 of this Current Report on Form 8-K and incorporated

herein by reference.

Item

8.01 Other Information.

August 5, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is filed as Exhibit 99.1 and

incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment to the Certificate of Incorporation of Jupiter Neurosciences, Inc.

99.1

Press Release issued by Jupiter Neurosciences, Inc., dated August 5, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: August 6, 2026

Jupiter

Neurosciences, Inc.

By:

/s/

Christer Rosen

Name:

Christer Rosen

Title:

Chairman and Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

CERTIFICATE

OF AMENDMENT TO

CERTIFICATE

OF INCORPORATION

JUPITER

NEUROSCIENCES, INC.

Jupiter

Neurosciences, Inc. (hereinafter referred to as the “Corporation”), a corporation organized and existing under the

General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST:

The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware

is January 1, 2016 (as amended to date, the “Certificate”).

SECOND:

The Certificate of Incorporation of the Corporation, as amended to date, is hereby further amended by inserting the following into Section

4 immediately before the first sentence therein:

“Effective

at 4:01 p.m. Eastern Time on August 6, 2026 (the “Effective Time”), every seventy-five (75) shares of Common Stock

(as defined herein) then issued and outstanding or held in the treasury of the Corporation immediately prior to the Effective Time shall

automatically be combined into one (1) share of Common Stock, without any further action by the holders of such shares (the “Reverse

Stock Split”). The Reverse Stock Split will be effected on a holder-by-holder basis, and any fractional shares resulting from

such combination shall be rounded down to the nearest whole share on a holder-by-holder basis. No fractional shares shall be issued in

connection with the Reverse Stock Split. In lieu of any fractional shares to which a holder would otherwise be entitled, the Corporation

shall take such actions as permitted by and in accordance with Section 155 of the DGCL. The Reverse Stock Split shall occur automatically

without any further action by the holders of the shares of Common Stock and Preferred Stock affected thereby. All rights, preferences

and privileges of the Common Stock and the Preferred Stock shall be appropriately adjusted to reflect the Reverse Stock Split in accordance

with this Certificate of Incorporation.”

THIRD:

All other provisions of the Corporation’s Certification of Incorporation will remain in full force and effect.

FOURTH:

The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section

242 of the General Corporation Law of the State of Delaware.

WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Christer Rosén, Chairman of the Board and Chief Executive

Officer this 6th day of August, 2026.

JUPITER

NEUROSCIENCES, INC.

By:

/s/

Christer Rosén

Name:

Christer

Rosén

Title:

Chairman

of the Board and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Jupiter

Neurosciences, Inc. Announces Reverse Stock Split

Jupiter’s

common stock is expected to begin trading on a post-split adjusted basis on August 7, 2026

JUPITER,

FL, August 5, 2026 /PRNewswire/ — Jupiter Neurosciences, Inc. (NASDAQ: JUNS) (“Jupiter” or the “Company”),

a clinical-stage biopharmaceutical company focused on developing innovative therapies for neurological and neurodegenerative disorders,

today announced that the board of directors of the Company approved a 1-for-75 reverse stock split (the “Reverse Split”)

of the Company’s common stock. The Reverse Split was approved by the stockholders at the Company’s annual meeting of the

stockholders held on July 22, 2026. The Reverse Split will legally take effect at 4:01 p.m. Eastern Time, on August 6, 2026. The Company’s

common stock will open for trading under a new CUSIP number 48208B 302 on The Nasdaq Capital Market on August 7, 2026, on a split-adjusted

basis under the current ticker symbol “JUNS.” The Reverse Split is intended to increase the per share trading price of the

Company’s common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing

on The Nasdaq Capital Market.

The

1-for-75 Reverse Split will automatically convert every seventy-five (75) current shares of the Company’s common stock into one

(1) share of common stock. No fractional shares will be issued in connection with the Reverse Split. Stockholders who would otherwise

hold a fractional share of the Company’s common stock following the Reverse Split will receive a cash payment in lieu thereof equal

to the fractional share to which the stockholder would otherwise be entitled multiplied by the closing sales price of a share of the

Company’s common stock on The Nasdaq Capital Market, as adjusted for the Reverse Split, on the trading day immediately prior to

the effective date of the Reverse Split, August 6, 2026.

The

Reverse Split will reduce the number of shares of outstanding common stock from approximately 57,756,143 shares, the number of shares

outstanding as of August 4, 2026, to approximately 770,081 shares. The total authorized number of shares will not be reduced. Proportional

adjustments will also be made to the exercise and conversion prices of the Company’s outstanding stock options and convertible

securities, and to the number of shares issued and issuable under the Company’s stock incentive plans.

Stockholders

holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders

owning shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split,

subject to brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For

those stockholders holding physical stock certificates, the Company’s transfer agent, Equiniti Trust Company, LLC, will send instructions

for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in either case representing

the post-split number of shares, and any payments in cash in lieu of fractional shares, if applicable.

About

Jupiter Neurosciences, Inc.

Jupiter

Neurosciences, Inc. (NASDAQ: JUNS) is a clinical-stage biopharmaceutical company advancing a therapeutic pipeline targeting central nervous

system disorders and neuroinflammation. The Company’s present lead program, JOTROL™ — a proprietary, enhanced-bioavailability

resveratrol formulation — is currently in a Phase IIa clinical trial for Parkinson’s disease. JUNS also commercializes Nugevia™,

a consumer longevity supplement. The acquisition of exclusive U.S. rights to ALA-002 further strengthens the Company’s CNS pipeline

by adding a next-generation, patented psychedelic NCE at a pivotal moment in U.S. regulatory policy. For more information, visit www.jupiterneurosciences.com.

Forward

Looking Statements

Any

statements in this press release about our future expectations, plans and prospects, including statements regarding our strategy, future

operations, prospects, plans and objectives, the timing and effectiveness of the Reverse Split, the Company’s ability to regain

compliance with the Nasdaq minimum bid price and other listing requirement and other statements containing the words “believes,”

“anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements

within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated

by such forward-looking statements as a result of various important factors, including statements regarding the Company’s current

objectives. These statements are based on the Company’s current expectations and beliefs and are subject to a number of risks and

uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company

undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or

otherwise, except as required by law. Additional information regarding these and other risks and uncertainties is contained in the Company’s

filings with the Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 10-K and subsequent

Quarterly Reports on Form 10-Q.

INVESTOR

& MEDIA CONTACT

Company:

Jupiter Neurosciences, Inc.

Address:

11621 Kew Gardens Ave, Suite 210, Jupiter, FL 33410

Phone:

+1 (561) 406-6154

Investor

Relations: ir@jupiterneurosciences.com

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