Jupiter Neurosciences, Inc. has filed a prospectus dated June 26, 2026, for the resale of up to 16,000,000 shares of common stock by YA II PN, LTD, referred to as Yorkville or the Selling Stockholder. The shares, with a par value of $0.0001 per share, may be issued to Yorkville pursuant to a standby equity purchase agreement (SEPA) dated October 24, 2025. The company is not selling any securities under this prospectus and will not receive proceeds from the resale by the Selling Stockholder.

The company may receive up to $17.2 million in aggregate gross proceeds from future sales of common stock to Yorkville under the SEPA after the date of this prospectus. This amount is in addition to the $2.8 million previously received from sales made pursuant to the SEPA prior to the prospectus date. The SEPA allows the company to issue shares in the form of one or more advances at its sole discretion following an Advance Notice.

Under a prior registration statement declared effective by the SEC on December 11, 2025, the company registered an aggregate of 10,000,000 shares. This included up to 4,000,000 shares that may be issued upon conversion of a convertible promissory note, 5,868,091 shares issuable as advances, and 131,909 shares issued as partial consideration for Yorkville's commitment under the SEPA.

To date, 5,815,975 shares of common stock registered under the prior registration statement have been sold to Yorkville for aggregate gross proceeds of $2.8 million. The company is registering additional shares for resale under the new registration statement in accordance with its obligations under a registration rights agreement dated October 24, 2025.

Breakdown of Registered Shares

The SEPA and the relationship with Yorkville are detailed further in the prospectus sections titled "The Standby Equity Purchase Agreement" and "Selling Stockholder."