Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on October 24, 2025, Jupiter Neurosciences, Inc. (the "Company") entered into a Standby Equity Purchase Agreement (as amended, the "SEPA") with YA II PN, Ltd. ("Yorkville"), a Cayman Islands exempt limited partnership, pursuant to which the Company has the right, but not the obligation, to sell to Yorkville up to $20,000,000 of shares of Common Stock, par value $0.0001 per share (the "Common Stock"), from time to time, subject to certain limitations and conditions set forth in the SEPA.

The SEPA was initially described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 27, 2025, as amended by the Current Report on Form 8-K/A filed on November 20, 2025, each of which is incorporated herein by reference.

Between May 14, 2026 and July 24, 2026, pursuant to Advance Notices delivered under the SEPA, the Company issued and sold to Yorkville an aggregate of 11,470,000 shares of Common Stock for aggregate gross proceeds of approximately $3.6M. The per-share purchase price for each Advance was equal to 97% of the lowest daily volume-weighted average price ("VWAP") of the Common Stock on The Nasdaq Capital Market during the applicable three-consecutive-trading-day pricing period commencing on the date of delivery of the applicable Advance Notice, as specified in the SEPA.

The shares of Common Stock described herein were issued and sold in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. The Company's reliance on this exemption is based on representations made by Yorkville in the SEPA, including that Yorkville is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, and that the shares were acquired for investment purposes and not with a view toward distribution.

Item 8.01 Other Events.

Following the issuances and sales of Common Stock pursuant to the SEPA described in Item 3.02 above, as of July 28, 2026, the Company had 56,520,143 shares of Common Stock issued and outstanding.