Material Event (Form 8-K)

Item 8.01. Other Events

On August 21, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement with the investors named therein, pursuant to which the Company issued and sold 307,692 shares of common stock, par value $0.0001 per share, of the Company, at a price of $6.50 per share in a registered direct offering (the "Offering"). On August 24, 2026, the Company closed the Offering for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement agent's fees and related offering expenses.

Based on the foregoing transactions, as of the date of the filing of this Current Report on Form 8-K, the Company believes it has stockholders' equity in excess of the $2.5 million stockholders' equity requirement for continued listing on The Nasdaq Capital Market ("Nasdaq"). The Company is awaiting Nasdaq's formal determination that it has evidenced compliance with the minimum stockholders' equity rule and intends to provide an update upon receipt of such determination. The Company understands that Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of the filling of its next periodic report the Company does not evidence compliance, the Company's securities may be subject to delisting.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.