JUPITER NEUROSCIENCES, INC.
For the period ended Dec 31, 2024. Filed Mar 28, 2025.
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FY2024 · Filed Mar 28, 2025
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 Assurance Dimensions, LLC PCAOB ID: 5036 | F-2 |
| Balance Sheets as of December 31, 2024 and 2023 | F-3 |
| Statements of Operations for the Years Ended December 31, 2024 and 2023 | F-4 |
| Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023 | F-5 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | F-6 |
| Notes to Financial Statements | F-7 |
| (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 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 3.2 | Certificate of Validation of the Company dated July 9, 2021 (including Certificate of Amendment to Certificate of Incorporation of the Company) (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 3.3 | Certificate of Amendment to Certificate of Incorporation of the Company dated August 30, 2021 (filed as Exhibit 3.3 to 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 November 19, 2021 (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021) |
| 3.5 | Certificate of Amendment to Certificate of Incorporation of the Company dated January 25, 2022 (filed as Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2022) |
| 3.6 | Certificate of Amendment to Certificate of Incorporation of the Company dated June 14, 2024 (filed as Exhibit 3.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 3.7 | Amended and Restated Bylaws (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021) |
| 4.1* | Description of Capital Stock. |
| 10.1 | Jupiter Orphan Therapeutics, Inc. 2021 Equity Incentive Plan† (filed as Exhibit 10.1 to 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 (filed as Exhibit 10.2 to 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 (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.4 | Employment Agreement, dated as of September 1, 2021, between the Company and Marshall Hayward, Ph.D. (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.5 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Marshall Hayward, Ph.D. (filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.6 | Employment Agreement, dated as of June 6, 2021, between the Company and Alexander Rosén (filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.7 | Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alexander Rosén (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.8 | Employment Agreement, dated as of September 1, 2021, between the Company and Alison Silva (filed as Exhibit 10.8 to 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 Alison D. Silva (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.10 | Employment Agreement, dated as of June 1, 2021, between the Company and Dana Eschenburg Perez (filed as Exhibit 10.10 to 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 Dana Eschenburg Perez (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.12 | Independent Director Agreement, dated as of September 8, 2021, between the Company and Nicholas H. Hemmerly (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.13 | Independent Director Agreement, dated as of September 8, 2021, between the Company and Julie Kampf (filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.14 | Independent Director Agreement, dated as of September 8, 2021 between the Company and Allison W. Brady (filed as Exhibit 10.14 to 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 Holger Weis (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)† |
| 10.16 | License Agreement with Aquanova AG (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.17 | Grant Agreement between Company and National Institute on Aging (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.18 | Agreement between Company and Murdoch Children’s Research Institute (filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.19 | Manufacturing Agreement between Company and Catalent (filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.20 | Agreement between the Company and Syneos Health (filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.21 | Material Transfer Agreement between the Company and University of Miami (filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.22 | Services Agreement between the Company and Technical Resources International, Inc. (filed as Exhibit 10.22 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.23 | Amendment to Services Agreement between the Company and Technical Resources International, Inc. (filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021) |
| 10.24 | Debt Forgiveness and Exchange Agreement, dated as of December 1, 2021, between the Company and Aquanova AG (filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021) |
| 10.25 | Securities Purchase Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022) |
| 10.26 | Senior Secured Convertible Promissory Note, dated as of April 11, 2022, issued by the Company in favor of Puritan Partners LLC (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022) |
| 10.27 | Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022) |
| 10.28 | Intellectual Property Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022) |
| 10.29 | Research Agreement, dated July 1, 2022, between the Company and University of Miami (filed as Exhibit 10.30 to the Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2022) |
| 10.30 | Amendment to the Securities Purchase Agreement, dated as of October 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.31 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022) |
| 10.31 | Second Amendment to the Securities Purchase Agreement, dated as of November 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.32 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022) |
| 10.32 | Master Services Agreement, dated as of December 27, 2022, between the Company and Titan Advisory Services (filed as Exhibit 10.33 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)† |
| 10.33 | Peer Review Summary Statement of FA Grant Application (filed as Exhibit 10.34 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6, 2023) |
| 10.34 | Third Amendment to the Securities Purchase Agreement, dated as of January 13, 2013, between the Company and Puritan Partners LLC (filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 17, 2023) |
| 10.35 | CRO Services Agreement, dated June 3, 2024, between the Company and Optimize Wellness Limited (filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.36 | Regulatory Services Agreement, dated June 3, 2024, between the Company and Regis Healthcare Group Limited (filed as Exhibit 10.36 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.37 | Product Services Agreement, dated June 3, 2024, between the Company and Longevity Technology Group Limited (filed as Exhibit 10.37 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.38 | Scientific Review of Alzheimer’s Phase II Trial Grant Application (filed as Exhibit 10.38 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.39 | Form of Strategic Services Agreement between the Company and Dominant Treasure Health Company Limited (filed as Exhibit 10.39 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024) |
| 10.40 | Jupiter Neurosciences, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.40 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)† |
| 10.41 | 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) |
| 10.42 | 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) |
| 10.43 | 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) |
| 10.44 | 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) |
| 14.1* | Code of Ethics and Business Conduct. |
| 19.1* | Policy on Insider Trading. |
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.