JUPITER NEUROSCIENCES, INC.
For the period ended Jun 30, 2025. Filed Aug 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 19, 2025
JUNS$2.20+3.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010990
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001641172-25-024684
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 63 previous paragraphs and 63 current paragraphs.
29 unchanged; 13 reworded; 18 added; 21 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (18)
Current report
Jupiter Neurosciences, Inc. (the “Company,” “we” or “us”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company is advancing a therapeutic pipeline targeting central nervous system (CNS) disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia™ product line. Both efforts are powered by JOTROL™, Jupiter’s proprietary, enhanced resveratrol formulation that has demonstrated significantly improved bioavailability. The Company’s prescription pipeline is focused broadly on CNS disorders, presently with a planned Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function.
Current report
The Company completed preclinical studies at the University of Miami for Parkinson’s Disease in 2021. These studies used a validated mouse model to mimic human disease characteristics. The promising results have led the Company to plan a Phase IIa clinical trial for Parkinson’s Disease, which is expected to start in the fourth quarter of 2025, with results anticipated 12 months later. The Company also aims to explore other CNS indications, such as Mild Cognitive Impairment (“MCI”) and Alzheimer’s disease, following the Parkinson’s study
Current report
The Company believes, based on pre-clinical and clinical studies, that high doses of resveratrol are necessary for therapeutic effects. Current resveratrol products can not reach these levels without causing severe gastrointestinal side effects. Indications are from human studies in Alzheimer’s patients (Turner et al 2015) and Friedreich’s Ataxia patients (Yu et al 2015) that a concentration at the highest dose (CMax) of resveratrol in blood plasma needs to be 200 ng/ml or higher for therapeutic effect. A Phase 1 study with 500mg of resveratrol as a maximum dose in the JOTROL formulation showed levels of resveratrol exceeding 800 ng/ml without generating any severe adverse events (AAPS Open 2022). Resveratrol was shown in the Turner Alzheimer’s study to cross the blood-brain barrier, indicating positive effects on oxidative stress and inflammation. Subsequent analysis published in Molecular Science 2025 (Mousa et al) further indicates that resveratrol has effect on neurodegeneration and neuroinflammation in Alzheimer’s patients.
Current report
Over the past two years, JOTROL has garnered significant interest from Asian organizations. This interest is partly due to resveratrol’s use in Asian herbal medicines, recent patent approvals in Hong Kong and China, and China’s list of rare disease indications where JOTROL could be applicable. Additionally, recent publications in the Journal of Alzheimer’s Disease and AAPS Open, along with the projected growth of the Traditional Chinese Medicine market, have contributed to this interest.
Current report
The Company has entered service agreements with firms in Hong Kong to accelerate product development in South-East Asia. These agreements aim to leverage local expertise and networks to facilitate market entry and potential out-licensing deals. The Company entered into an agreement with Dominant Treasure Health to expand its business development in China, Malaysia, and Singapore, aiming to penetrate the large and challenging Asian market.
Current report
The Company operates through two segments: (i) the sale of premium nutritional supplements under the Nugevia brand, and (ii) pharmaceutical operations centered on the development of drug candidates.
Current report
The accompanying condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S GAAP contemplates the continuation of the Company as a going concern. The Company has had no revenues from product sales since inception and incurred a net loss of $3,781,832 and had negative cash flows of operations totaling $1,891,263 for the six months ended June 30, 2025, and a cumulative net loss since inception totaling $29,803,961.
Current report
In management’s opinion, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report. The Company plans to finance future operations with proceeds from equity securities, grant awards and strategic collaborations. However, there is no assurance that the Company will be able to affect transactions on commercially reasonable terms, if at all.
Current report
Interest expense was $1,135 for the three months ended June 30, 2025, compared to $56,290 for the three months ended June 30, 2024, representing a decrease of $55,155, or 98%. The significant decrease in the current period is due to the fact that none of these interest-bearing obligations remain outstanding, as they were either repaid or converted in prior periods.
Current report
For the three months ended June 30, 2024, the Senior Secured Convertible Note were amendment several times with materially different economics thus requiring for the recording of debt as an extinguishment and re-recording the debt with the amended terms. This resulted in a loss on extinguishment of debt in the three month period ended June 30, 2024 of $951,868.
Current report
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current report
Research and Development Expenses
Current report
General and Administrative Expenses
Current report
Interest Expense
Current report
Interest expense was $2,364 for the six months ended June 30, 2025, compared to $122,046 for the six months ended June 30, 2024, representing a decrease of $119,682, or 98%. The significant decrease in the current period is due to the fact that none of these interest-bearing obligations remain outstanding, as they were either repaid or converted in prior periods. As a result, the Company did not incur material interest expense during the current period.
Current report
For the six months ended June 30, 2024, the Senior Secured Convertible Note were amended several times with materially different economics thus requiring for the recording of debt as an extinguishment and re-recording the debt with the amended terms. This resulted in a loss on extinguishment of debt in the six month period ended June 30, 2024 of $951,868.
Current report
In order to achieve our business plans and sustain operations, we will need to raise additional funds which may be from sources including, but not limited to, the issuance of equity or debt securities, licensing of our intellectual property, or entering into other partnering agreements. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. However, there can also be no assurance that we will be able to raise additional funds on commercially reasonable terms, if at all.
Current report
The timing, extent, and terms of additional capital the requirements will be on many factors, including:
Removed paragraphs (21)
Previous report
We are a clinical stage research and development company. We have developed a unique resveratrol platform product primarily targeting treatment of neuro-inflammation. Our platform product, JOTROL, an enhanced oral formulation of resveratrol, has many potential indications of use for rare diseases. In the larger disease areas, we are primarily targeting Parkinson’s Disease and Mild Cognitive Impairment/early Alzheimer’s disease.
Previous report
In December 2024, we received gross proceeds of $11 million, before deduction of underwriting discounts and other related expenses, in a registered public offering (“Public Offering”) of 2,750,000 shares of our common stock, par value $0.0001 per share (“common stock”) at a price of $4.00 per share. In connection with the Public Offering, the Company’s common stock was registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market under the symbol “JUNS.”
Previous report
Business Overview
Previous report
The Company’s platform product, JOTROL, is an enhanced orally administered resveratrol formulation designed and intended to deliver therapeutically relevant, safe levels of resveratrol. This platform has many potential indications of use for rare diseases, which include Mucopolysaccharidoses Type 1, Friedreich’s ataxia and MELAS. In the larger disease areas, we are primarily targeting Parkinson’s Disease and Mild Cognitive Impairment/early Alzheimer’s disease.
Previous report
The present primary target for the Company is treatment of Parkinson’s Disease (PD). The Company completed preclinical activities in a validated mouse model of Parkinson’s Disease (PD) at the University of Miami in 2021. The model of Parkinson’s Disease that was used in this preclinical study mimics many aspects of the disease utilizing a unilateral injection of a neurotoxin precursor that elicits nigral cell loss, striatal dopamine loss and behavior deficits similar to physiological characteristics of human disease.
Previous report
We believe that results from this preclinical study indicate that Parkinson’s Disease might be the best target for treatment and financial opportunity among the multiple indications where JOTROL might play a role. The Company is now in the process of planning its first Phase II clinical trial in a patient population. This will be a Phase IIa study conducted with the assistance of Zina Biopharmaceuticals that is led by Dr. Charbel Moussa, MBBS,Ph.D. The study is expected to start in the third quarter of 2025 and have results available approximately 12 months thereafter.
Previous report
We are also targeting the treatment of MCI/early Alzheimer’s Disease. We received funding of $2.2 million from the National Institute of Aging (“NIA”) in in 2020 and 2022 from a grant application for a Phase 1 study for Mild Cognitive Impairment/ Alzheimer. In the NIA scientific review summary statement of our Phase I study application, it is stated that the NIA is looking forward to a Phase II study with an enhanced resveratrol product, based on the earlier study results from the well published Turner et al. Alzheimer’s study.
Previous report
In October 2024, we submitted an application for a $16.5 million grant from the NIA for a Phase II trial in MCI/early Alzheimer’s Disease. In May 2025, we learned that the application will not be approved. Therefore, studies focused on this indication will be paused until we receive biomarker results from our Phase 2a in Parkinson’s Disease. We expect that several of those biomarkers, particularly in cognition, will be used to further validate the use of JOTROL in Alzheimer’s Disease. This will enable us to determine the best path forward in MCI/early Alzheimer’s Disease.
Previous report
We have recently entered into service agreements in the areas of Business Development, CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical trial management with companies that has their main operation in Hong Kong. These agreements are with companies that, we believe, have the knowledge and network in the South-East Asian market to accelerate steps that is needed to have a product that can have treatment value in the territory.
Previous report
Revenue and Federal Awards
Previous report
There was no revenue from product sales during the three months ended March 31, 2025 or 2024 as we are focused on research and development.
Previous report
R&D expenses related to the federal grant were segregated in the chart of accounts from non-federal award costs. At this time, we are not tracking R&D expenses per indication as all of the R&D expenses incurred to date related to JOTROL, which is the platform product used in each indication defined in our product pipeline.
Previous report
In addition, the probability of success for JOTROL will depend on numerous factors, including manufacturing capability, satisfactory results in follow on clinical trials, regulatory approvals and commercial viability. See “Risk Factors”.
Previous report
Interest expenses were $1,229 for the three months ended March 31, 2025, compared to $65,756 for the three months ended March 31, 2024. Interest expense is primarily attributable to interest expense associated with our previously outstanding notes payable, convertible notes payable, notes payable to our Chief Executive Officer, and interest expense on our corporate credit card. The decrease in interest expense is directly attributed to the conversion and repayment of our convertible notes in prior periods; therefore, no new interest expense is being incurred in the current period.
Previous report
For the three months ended March 31, 2025 and March 31, 2024, we generated no revenues from product sales and reported net losses of $1,528,867 and $634,100, respectively, and negative cash flow from operating activities of $1,063,041 and $65,165, respectively. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on financings.
Previous report
Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements of which will depend on many factors, including:
Previous report
If we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of our development programs and clinical trials. We may also be required to sell or license to other parties rights to develop or commercialize our drug candidate that we would prefer to retain.
Previous report
Net Cash Flows From Investing Activities:
Previous report
No net cash was provided by or used in investing activities for the three months ended March 31, 2025 and 2024.
Previous report
On March 15, 2024, a former executive agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $1.33. The option had a grant date fair value of $50,000. The Company recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.
Previous report
Off-Balance Sheet Arrangements
Reworded paragraphs (13)
Previous wording
Research and development (“R&D”) expenses were $466,745 for three months ended March 31, 2025 compared to $98,667 for three months ended March 31, 2024. The increase in research and development expenses was primarily driven by costs incurred under a three-year service agreement associated with product development and distribution efforts in the Southeast Asian market. The remainder of the increase relates to heightened R&D activities, specifically the procurement of clinical trial supplies for our Parkinson’s disease program.
Current wording
Research and development (“R&D”) expenses were $759,448 for three months ended June 30, 2025 compared to $101,077 for three months ended June 30, 2024, representing an increase of $658,371, or 651%. The increase in research and development expenses was primarily driven by costs incurred under a three-year service agreement associated with product development and distribution efforts in the Southeast Asian market. The remainder of the increase relates to heightened R&D activities, specifically the procurement of clinical trial supplies for our Parkinson’s disease program.
Previous wording
At each quarter end during these years, the variable conversion options embedded in our convertible notes were marked to market, and the change in fair value of the derivative was recorded as a loss of $37,711 for the three months ended March 31, 2024. There were no derivative liabilities during the current period.
Current wording
At each quarter end during these years, the variable conversion options embedded in our convertible notes were marked to market, and the change in fair value of the derivative was recorded as a loss of $25,431 for the six months ended June 30, 2024. There were no derivative liabilities during the current period
Previous wording
General and administrative expenses were $1,071,258 for the three months ended March 31, 2025 compared to $472,028 for the three months ended March 31, 2024. The increase is due to employees receiving their full salaries in the current period compared to the prior period. In addition, there was an increase in legal and professional fees in the current period compared to the prior period as a direct result of the Company being listed on a public exchange. Lastly, the increase in general and administrative expenses is attributed to an increase in insurance expenses and consulting fees. This is a direct result of the Company expanding its operations in the current period compared to the prior period.
Current wording
General and administrative expenses were $2,576,690 for the six months ended June 30, 2025 compared to $928,028 for the six months ended June 30, 2024, representing an increase of $1,648,662, or 178%. The increase is due to employees receiving their full salaries and an accrual for a bonus in six months ended June 30, 2025 compared to the prior period. In addition, there was an increase in legal and professional fees in the current period compared to the prior period as a direct result of the Company being listed on a public exchange. Lastly, the increase in general and administrative expenses is attributed to an increase in insurance expenses and consulting fees. Overall, this is a direct result of the Company expanding its operations in the current period compared to the prior period.
Previous wording
For the three months ended March 31, 2024, derivative liabilities were marked to market, and the resulting change in fair value of the derivative was recorded as a loss of $37,711. There were no derivative liabilities during the current period.
Current wording
At each quarter end during these years, the variable conversion options embedded in our convertible notes were marked to market, and the change in fair value of the derivative was recorded as a loss of $63,142 for the six months ended June 30, 2024. There were no derivative liabilities during the current period.
Previous wording
Historically, we have financed our operations primarily by selling common stock and convertible debt. On December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share. The offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”. The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters’ and other fees of $1,274,787. On April 11, 2022, we issued a senior secured convertible note in the principal amount of $1,111,111 in exchange for $1,000,000, which was paid down with the proceeds from the initial public offering.
Current wording
Historically, we have financed our operations primarily by selling common stock, convertible debt, and proceeds from our IPO.
Previous wording
For the three months ended March 31, 2025 and March 31, 2024, we have generated no revenues from product sales since inception and incurred net losses of $1,528,867 and $634,100, respectively, and had negative cash flow from operating activities of $1,063,041 and $65,165, respectively. As noted in the accompanying condensed consolidated financial statements, as of March 31, 2025, we had a working capital surplus of $1,721,604 and an accumulated deficit of $27,550,996. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings. See “Risk Factors—We have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023” in our Form 10-K for fiscal 2024.
Current wording
We have generated no revenues from product sales since inception, incurred a net loss of $3,781,832 for the six months ended June 30, 2025, accumulated negative cash flows from operating activities totaling $1,891,263 during that same period, and have an accumulated deficit since inception totaling $29,803,961. Accordingly, management has concluded there is substantial doubt regarding our ability to continue as a going concern for a period of at least twelve months as a result of our historical recurring losses, negative operating cash flows from operations and our dependence on external financings. In addition, the report of our external auditor with respect to their audit of our financial statements as of and for the years ended December 31, 2024 and 2023, included in our 2024 Annual Report on Form 10-K, includes an explanatory paragraph regarding our ability to continue as a going concern.
Previous wording
Cash Flows for the Three Months Ended March 31, 2025 and 2024
Current wording
Cash Flows for the Six Months Ended June 30, 2025 and 2024
Previous wording
The following table shows a summary of our cash flows for the three months ended March 31, 2025 and 2024.
Current wording
The following table shows a summary of our cash flows for the six months ended June 30, 2025 and 2024.
Previous wording
Net cash used in operating activities during the three months ended March 31, 2025 was $1,063,041, as compared to net cash used in operating activities of $65,165. The increase in net cash used in operating activities was primarily related to the changes in our net loss.
Current wording
Net cash used in operating activities during the six months ended June 30, 2025 was $1,891,263, as compared to net cash used in operating activities of $172,627 for the six months ended June 30, 2024. The increase in net cash used in operating activities was primarily attributable to the significant increase in net loss, which totaled $3,781,832 in 2025 compared to $320,977 in 2024. The higher net loss was partially offset by increased non-cash adjustments, including $983,942 of stock-based compensation in 2025 compared to $632,300 in 2024 and $380,182 of non -cash amortization of prepaid contracts in 2025 compared to no comparable amortization in 2024. Additionally, the prior period included a non-cash loss on extinguishment of debt of $951,868 and a gain on forgiveness of accrued compensation of $40,000, which did not recur in the current period. Changes in working capital also contributed to the variance, primarily due to an increase in accounts payable and accrued expenses of $177,481 in 2025 compared to $34,524 in 2024 and a decrease in accrued compensation in 2025 versus an increase in 2024.
Previous wording
Net cash provided in financing activities during the three months ended March 31, 2025 was $0, as compared to net cash provided in financing activities of $45,000. The decrease in net cash provided was primarily related to no new financing being provided in the current period compared to the prior period.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $0, as compared to net cash provided in financing activities of $159,000 for the six months ended June 30, 2024. The decrease in net cash provided by financing activities was primarily related to the absence of financing transactions in the current period, compared to proceeds from related-party notes payable of $109,000 and proceeds from the sale of common stock of $50,000 during the six months ended June 30, 2024.
Previous wording
The Company’s Chief Executive Officer (CEO) has loaned the Company working capital since inception. The balance of the loans to the CEO as of March 31, 2025 and December 31, 2024 and 2023 was $146,432, respectively. The loan is due on demand and accrues interest at 3% per year. Accrued interest relating to the loan was $2,147 and $1,064 as of March 31, 2025 and December 31, 2024, respectively, and is included in accrued interest on the accompanying balance sheets. The Company repaid a total of $100,000 during the year ended December 31, 2024, $83,880 in principal and $16,120 in accrued interest.
Current wording
The Company’s Chief Executive Officer (CEO) has loaned the Company working capital since inception. The balance of the loans to the CEO as of June 30, 2025 and December 31, 2024 and 2023 was $146,432, respectively. The loan is due on demand and accrues interest at 3% per year. Accrued interest relating to the loan was $3,242 and $1,064 as of June 30, 2025 and December 31, 2024, respectively, and is included in accrued interest on the accompanying balance sheets.
Previous wording
As of March 31, 2025 and December 31, 2024, $84,105 and $64,105, respectively, was due to a company wholly owned by the Company’s Chief Financial Officer. The amount is included in accrued compensation on the Company’s balance sheets.
Current wording
As of June 30, 2025 and December 31, 2024, $85,466 and $64,105, respectively, was due to a company wholly owned by the Company’s Chief Financial Officer. The amount is included in accrued compensation on the Company’s balance sheets.
Previous wording
Our accounting policies are more fully described in Note 2 – Significant accounting policies to our consolidated financial statements included as part of this Quarterly Report and our Annual Report on Form 10-K for fiscal 2024, filed with the SEC on March 28, 2025. As disclosed in Note 2, the preparation of financial statements in conformity with U.S. GAAP requires management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the consolidated financial statements and accompanying notes. Actual results could differ significantly from those estimates. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments.
Current wording
Our accounting policies are more fully described in Note 2 – Significant accounting policies to our consolidated financial statements included as part of this Quarterly Report and our 2024 Annual Report on Form 10-K, filed with the SEC on March 28, 2025.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
General and administrative expenses were $1,505,432 for the three months ended June 30, 2025 compared to $456,000 for the three months ended June 30, 2024, representing an increase of $1,049,432, or 230%. The increase is due to employees receiving their full salaries and an accrual for a bonus in the three months ended June 30, 2025 compared to the prior period. In addition, there was an increase in legal and professional fees in the three months ended June 30, 2025 compared to the prior period as a direct result of the Company being listed on Nasdaq. Lastly, the increase in general and administrative expenses is attributed to an increase in insurance expenses and consulting fees. Overall, this increase is a direct result of the Company expanding its operations in the current period compared to the prior period.
Current report — wording carried from elsewhere
Research and development (“R&D”) expenses were $1,226,193 for six months ended June 30, 2025 compared to $199,744 for six months ended June 30, 2024, representing an increase of $1,026,449, or 514%. The increase in research and development expenses was primarily driven by costs incurred under a three-year service agreement associated with product development and distribution efforts in the Southeast Asian market. The remainder of the increase relates to heightened R&D activities, specifically the procurement of clinical trial supplies for our Parkinson’s disease program.
Current report — wording carried from elsewhere
Loss on Change in Fair Value of Derivative Liability