JUPITER NEUROSCIENCES, INC.
For the period ended Dec 31, 2025. Filed Apr 1, 2026.
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FY2025 · Filed Apr 1, 2026
JUNS$2.22+0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (1) | Financial Statements |
| Report of Independent Registered Public Accounting Firm Cherry Bekaert LLP, PCAOB ID: 677 | F-2 |
| Report of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID: 5036 | F-3 |
| Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-5 |
| Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-7 |
| Notes to Financial Statements | F-8 |
| (2) | Financial Statements Schedules |
| All financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Annual Report on Form 10-K. | |
| (3) | Exhibits |
| We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the Exhibit Index below. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov. |
EXHIBIT INDEX
| Exhibit No. | Exhibit |
| 3.1 | Certificate of Incorporation of the Company dated December 30, 2015 (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Jupiter Neurosciences, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on 8-K filed with the SEC on December 22, 2025). |
| 3.3 | Certificate of Validation of the Company dated July 9, 2021 (including Certificate of Amendment to Certificate of Incorporation of the Company) (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 3.4 | Certificate of Amendment to Certificate of Incorporation of the Company dated August 30, 2021 (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 3.5 | Certificate of Amendment to Certificate of Incorporation of the Company dated November 19, 2021 (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021) |
| 3.6 | Certificate of Amendment to Certificate of Incorporation of the Company dated January 25, 2022 (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2022) |
| 3.7 | Certificate of Amendment to Certificate of Incorporation of the Company dated June 14, 2024 (incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 3.8 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 4.1* | Description of Capital Stock. |
| 4.2 | Form of Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025)+# |
| 4.3 | Form of Amended and Restated Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2025).+# |
| 4.4 | Omnibus Amendment to the Convertible Promissory Notes issued to YA II PN, Ltd., dated February 20, 2026, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2026). # |
| 10.1 | Jupiter Orphan Therapeutics, Inc. 2021 Equity Incentive Plan† (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 10.2 | Employment Agreement, dated as of September 1, 2021, between the Company and Christer Rosén (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.3 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Christer Rosén (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.4* | Amendment No. 2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Christer Rosén† |
| 10.5 | Employment Agreement, dated as of September 1, 2021, between the Company and Marshall Hayward, Ph.D. (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.6 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Marshall Hayward, Ph.D. (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.7* | Amendment No. 2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Marshall Hayward, Ph.D.† |
| 10.8 | Employment Agreement, dated as of June 6, 2021, between the Company and Alexander Rosén (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.9 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alexander Rosén (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.10 | Employment Agreement, dated as of September 1, 2021, between the Company and Alison Silva (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.11 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alison D. Silva (incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.12 | Amendment No. 2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Alison D. Silva.† |
| 10.13 | Employment Agreement, dated as of June 1, 2021, between the Company and Dana Eschenburg Perez (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.14 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Dana Eschenburg Perez (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.15 | Independent Director Agreement, dated as of September 8, 2021, between the Company and Nicholas H. Hemmerly (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.16 | Independent Director Agreement, dated as of September 8, 2021, between the Company and Julie Kampf (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.17 | Independent Director Agreement, dated as of September 8, 2021 between the Company and Allison W. Brady (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.18 | Independent Director Agreement, dated as of September 8, 2021, between the Company and Holger Weis (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.19 | License Agreement with Aquanova AG (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.20 | Grant Agreement between Company and National Institute on Aging (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.21 | Agreement between Company and Murdoch Children’s Research Institute (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.22 | Manufacturing Agreement between Company and Catalent (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.23 | Agreement between the Company and Syneos Health (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.24 | Material Transfer Agreement between the Company and University of Miami (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.25 | Research Agreement, dated July 1, 2022, between the Company and University of Miami (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2022) |
| 10.26 | Amendment to the Securities Purchase Agreement, dated as of October 10, 2022, between the Company and Puritan Partners LLC (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022) |
| 10.27 | Second Amendment to the Securities Purchase Agreement, dated as of November 10, 2022, between the Company and Puritan Partners LLC (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022) |
| 10.28 | Master Services Agreement, dated as of December 27, 2022, between the Company and Titan Advisory Services (incorporated by reference to Exhibit 10.33 of the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)† |
| 10.29 | Third Amendment to the Securities Purchase Agreement, dated as of January 13, 2013, between the Company and Puritan Partners LLC (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1/A filed with the SEC on January 17, 2023) |
| 10.30 | CRO Services Agreement, dated June 3, 2024, between the Company and Optimize Wellness Limited (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.31 | Regulatory Services Agreement, dated June 3, 2024, between the Company and Regis Healthcare Group Limited (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.32 | Product Services Agreement, dated June 3, 2024, between the Company and Longevity Technology Group Limited (incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.33 | Jupiter Neurosciences, Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)† |
| 10.34 | Tenth Amendment, dated as of November 15, 2024, between Puritan Partners LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024) |
| 10.35 | Underwriting Agreement, dated as of December 2, 2024, between the Company and the certain underwriter set forth in the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2024) |
| 10.36 | Strategic Services Agreement, dated December 15, 2024, by and between the Company and Dominant Treasure Health Company Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024) |
| 10.37 | Scope of Work, dated December 17, 2024, by and between Jupiter Neurosciences, Inc. and Titan Advisory Services LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024) |
| 10.38 | Standby Equity Purchase Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025). +# |
| 10.39 | Amendment No. 1 to the Standby Equity Purchase Agreement, as of November 19, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2025) +# |
| 10.40 | Registration Rights Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025) + |
| 10.41 | Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025). |
| 14.1* | Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025) |
| 19.1* | Policy on Insider Trading (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025) |
| 23.1* | Consent of Cherry Bekaert LLP |
| 23.2* | Consent of Assurance Dimensions, LLC |
| 24.1* | Power of Attorney (included on the signature page) |
| 31.1* | Rule 13a-14(a) Certification of Principal Executive Officer |
| 31.2* | Rule 13a-14(a) Certification of Principal Financial Officer |
| 32.1** | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer |
| 97.1* | Compensation Recovery Policy. |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
- Filed herewith.
** Furnished herewith.
† Management contracts, compensation plans and arrangements.
- Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K Item 601(a)(6).
Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.