JUPITER NEUROSCIENCES, INC.
For the period ended Nov 6, 2025. Filed Nov 6, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 6, 2025 · Filed Nov 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
***Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934*
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
November 6, 2025
Dear Stockholders:
We invite you to attend the 2025 virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Jupiter Neurosciences, Inc. (“Jupiter,” the “Company,” “us,” “our,” or “we”). The Annual Meeting will be held in a virtual meeting format on December 19, 2025 at 10:00 a.m. Eastern Time. You may attend, vote and submit questions during the Annual Meeting via the Internet athttps://meetings.lumiconnect.com/200-142-773-960. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your access and participation.
The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting. Immediately following the meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 2024 results are presented in detail in our Annual Report, which is available for viewing atwww.astproxyportal.com/ast/29363.
**Your vote is very important.**We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.
On behalf of the Board of Directors, thank you for your continued confidence and investment in Jupiter.
/s/ Christer Rosén
Christer Rosén
Chairman of the Board and Chief Executive Officer
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Telephone: (561) 406-6154
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS OF JUPITER NEUROSCIENCES, INC.
To Be Held on December 19, 2025 at 10:00 A.M. Eastern Time
To the Stockholders of Jupiter Neurosciences, Inc.:
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Jupiter Neurosciences, Inc., a Delaware corporation (“Jupiter,” the “Company,” “us,” “our,” or “we”), will be held in a virtual meeting format on December 19, 2025 at 10:00 a.m. Eastern Time. You may attend, vote and submit questions during the Annual Meeting via the Internet athttps://meetings.lumiconnect.com/200-142-773-960. We have designed the format of the Annual Meeting to ensure that you are afforded the same rights and opportunities to participate as you would at an in-person meeting, using online tools to ensure your access and participation.
The purpose of the Annual Meeting is to consider and act upon the following matters:
To elect seven (7) directors, the names of whom are set forth in the accompanying Proxy Statement, each to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified;
To approve an amendment to the Company’s certificate of incorporation to increase the authorized shares of common stock, par value $0.0001 per share (the “Common Stock”), available for issuance from 125,000,000 shares to 500,000,000 shares;
To approve the adoption of the Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan;
To ratify the selection of Cherry Bekaert LLP (“Cherry Bekaert”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of shares of Common Stock in excess of 19.99% or more of the Company’s issued and outstanding Common Stock of up to $20 million of securities pursuant to a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), including upon conversion of convertible promissory notes issued to Yorkville in connection with the SEPA; and
You are cordially invited to attend the virtual Annual Meeting. Only stockholders of record at the close of business on October 24, 2025 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the meeting.
The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and proxy card will be mailed to stockholders on or about November 7, 2025.
YOUR VOTE IS IMPORTANT. Whether you expect to attend the virtual Annual Meeting or not, please vote your shares by Internet or by mail pursuant to the instructions included on the enclosed proxy card or voting instruction card. If you attend the virtual Annual Meeting, you may vote your shares over the Internet, even though you have previously signed and returned your proxy.
NOTE FOR STREET-NAME HOLDERS. If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you the Notice of Internet Availability or voting instruction form. If you do not provide voting instructions, we expect that your nominee will be permitted to vote only on routine matters.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| November 6, 2025 | /s/ Christer Rosén |
|---|---|
| Christer Rosén | |
| Chairman of the Board and Chief Executive Officer |
**Important Notice of Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on December 19, 2025.**The Notice, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 28, 2025 are available through the Internet atwww.astproxyportal.com/ast/29363. Under SEC rules, we are providing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to notify you of the availability of our proxy materials on the Internet. The Notice of Internet Availability instructs you on how to access and review this Proxy Statement and our 2024 Annual Report. The Notice of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet and provides instructions on how you can request a paper copy of these documents if you desire, and how you can enroll in e-delivery. If you received your annual meeting materials via email, the email contains voting instructions and links to this Proxy Statement and our 2024 Annual Report on the Internet.
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PROXY STATEMENT
TABLE OF CONTENTS
| ABOUT JUPITER NEUROSCIENCES, INC. | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING | 2 |
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 10 |
| EXECUTIVE OFFICERS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| PROPOSAL NO. 2: INCREASE IN AUTHORIZED SHARES OF COMMON STOCK | 34 |
| PROPOSAL NO. 3: ADOPTION OF JUPITER NEUROSCIENCES, INC. 2025 EQUITY INCENTIVE PLAN | 35 |
| PROPOSAL NO. 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 42 |
| PROPOSAL NO. 5: ISSUANCE OF SHARES PURSUANT TO NASDAQ LISTING RULES 5635(B) AND 5635(D) | 43 |
| PROPOSAL NO. 6: ADJOURNMENT | 48 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 49 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 |
| OTHER MATTERS | 54 |
| HOUSEHOLDING | 54 |
| ANNEX A - CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JUPITER NEUROSCIENCES, INC. | 55 |
| ANNEX B - JUPITER NEUROSCIENCES, INC. 2025 EQUITY INCENTIVE PLAN. | 56 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.