JUPITER NEUROSCIENCES, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 23, 2025, the Company issued 25,000 shares of its common stock to a marketing firm and 78,816 shares of its common stock to an investor relations firm for services rendered under consulting agreements. The shares were issued with an aggregate grant date fair value of $66,000. The shares issued to these consultants are restricted and bear a Rule 144 legend.

On June 10, 2025, the Company approved the grant of 250,000 options pursuant to the Company’s 2023 Equity Incentive Plan to a consultant for services to be rendered under a consulting agreement. The exercise price of the options is $0.67 per share, with 25% of the options vesting immediately and the remainder vesting ratably on a monthly basis, commencing on July 31, 2025 and ending on May 31, 2027. The options expire ten years after the grant date.

All of these transactions described above were exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as transaction by an issuer not involving a public offering. The purchasers of securities in each of these transactions represented their intention to acquire the securities for investment only and not with a view to offer or sell, in connection with any distribution of the securities, and appropriate Rule 144 legends were affixed to the share certificates/stock transfer records and instruments issued in such transactions.