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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
July
2, 2025
Date
of Report (Date of earliest event reported)
JUPITER
NEUROSCIENCES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41265 |
|
47-4828381 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 1001
North US HWY 1, Suite 504, Jupiter, FL |
|
33477 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(561)
406-6154
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)
of the Act: |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
JUNS |
|
Nasdaq
Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Approval
of Bonus Package to Executive Officers
On
July 2, 2025, the Compensation Committee of the board of directors (the “Compensation Committee”) of Jupiter Neurosciences,
Inc. (the “Company”), after review of the Company’s Final 2025 Budget, approved a bonus package to compensate certain
officers of the Company for their role in the success of the Company’s initial public offering completed in December 2024 and their
willingness to forgo additional compensation and forgive debts owed to them by the Company in the 2024 fiscal year. The bonus package
approved by the Compensation Committee included stock options granted to the following individuals pursuant to the Company’s 2023
Equity Incentive Plan:
| |
● |
Alison
Silva, Chief Business Officer, received a grant of 255,320 options |
| |
|
|
| |
● |
Saleem
Elmassri, Chief Financial Officer, received a grant of 102,128 options |
The
stock options have an exercise price of $1.19 per share, representing the closing price of the Company’s common stock on the Nasdaq
Stock Market on the date of grant. The stock options have a ten (10) year term and vest in equal installments over a three (3) year period
beginning on the grant date of July 2, 2025, subject to the officers’ continued employment at the time of vesting. Upon payment
of the purchase price, the stock options and shares of the Company’s common stock issuable upon exercise of the stock options,
shall be deemed to be validly issued, fully paid for and non-assessable.
The
bonus package approved by the Compensation Committee also included cash payments to certain officers of the Company, as well as Titan
Advisory Services, provided that the cash bonuses shall not be paid until the Company has more than $3,500,000 in cash on hand (“Cash
on Hand Requirement”). The cash bonuses shall be paid to the following individuals, subject to the Cash on Hand Requirement:
| |
● |
Christer
Rosén, Chief Executive Officer, will be paid $210,000 |
| |
|
|
| |
● |
Alison
Silva, Chief Business Officer, will be paid $45,000 |
| |
|
|
| |
● |
Marshall
Hayward, Chief Science Officer, will be paid $50,000 |
| |
|
|
| |
● |
Alexander
Rosén, Chief Administrative Officer, will be paid $72,000 |
| |
|
|
| |
● |
Titan
Advisory Services will be paid $72,000 |
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
JUPITER NEUROSCIENCES, INC. |
| |
|
| |
By: |
/s/ Christer Rosen |
| |
|
Christer Rosen |
| |
|
Chief Executive Officer |
Dated:
July 9, 2025
