{"url_path":"/sec/juns/8-k/2026-05-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-024547-index.html","accession_number":"0001493152-26-024547","cik":"0001679628","ticker":"JUNS","issuer_name":"JUPITER NEUROSCIENCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-024547-index.html","primary_entity_key":"0001679628","primary_entity_name":"JUPITER NEUROSCIENCES, INC."},"word_count":1221,"has_tables":true,"body_markdown":"**Item\n8.01. Other Events.**\n\n** **\n\nOn\nMay 19, 2026, the Company and PharmAla executed the Term Sheet describing a potential licensing transaction pursuant to which\nthe Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation,\ntogether with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights\n(collectively, the “**Assets**”), subject to the Company’s compliance with the definitive agreements. The Term Sheet\nreflects the parties’ current understanding and contemplates that the parties would enter into a definitive agreement within 90\ndays of the date of the Term Sheet, as well as the following principal terms, which remain subject to due diligence and the negotiation\nand execution of definitive agreements:\n\n \n\n \n●\n**Consideration.** At closing of the contemplated transaction,\nPharmAla would receive total upfront consideration of $3,333,333, comprised of $1,500,000 in cash and $1,833,333 in equity securities\nof the Company; the equity securities issued to PharmAla would be subject to a 180-day lock-up period; and the Company may elect to substitute\nall-cash consideration at its sole discretion. In addition, the Term Sheet contemplates (i) development milestones of $3,333,333 upon\ninitiation of a Phase 3 clinical trial of ALA-002 and $20,000,000 upon U.S. Food and Drug Administration approval, and (ii) commercialization\nmilestones of $10,000,000, $30,000,000 and $33,333,333 upon first achievement of specified U.S. annual net sales thresholds of $333,333,333,\n$1,000,000,000 and $2,000,000,000, respectively. Following achievement of all commercialization milestones, PharmAla would be entitled\nto a perpetual 3% royalty on U.S. net sales of licensed products. Each milestone would be payable once upon first achievement of the\napplicable threshold. Within 90 days of closing, if required, the Company would file a registration statement to register the equity\nportion of the upfront consideration.\n\n \n●\n**Escrow.** Contemporaneously with the Term Sheet, the Company\nwould deposit $600,000 into escrow, to be credited against the upfront cash payable to PharmAla at closing. If a definitive agreement\nis not executed within 90 days from signing of the Term Sheet (subject to specified fault-based carve-outs), PharmAla would receive the\nescrow as a reverse termination fee, as to be set forth in a separate escrow agreement.\n\n \n●\n**Exclusivity; No-Shop.** The Term Sheet provides for a\n90-day exclusivity period (subject to mutual written extension) during which PharmAla will not solicit, negotiate or enter into competing\nU.S. transactions regarding the Assets, subject to customary exceptions.\n\n \n●\n**Assets and Responsibilities.** The contemplated transaction\nwould transfer to the Company exclusive and perpetual U.S. rights to ALA-002, including intellectual property (patents and applications,\nknow-how and data), regulatory files and correspondence, CMC information and manufacturing materials, inventory and specified third-party\nagreements necessary for development and commercialization in the U.S., subject to the Company’s compliance with the definitive\nagreements. Upon closing, the Company would assume sole responsibility for U.S. patent prosecution and maintenance related to ALA-002,\nincluding the preparation, filing and prosecution of new patent applications and maintenance of existing patents, and would have the\nright to select and direct U.S. patent counsel, with PharmAla’s reasonable cooperation. Certain assets are excluded, including\nPharmAla’s cash, tax attributes and programs outside ALA-002.\n\n \n\n \n\n \n\n \n\n \n●\n**Conditions; Approvals.** Execution of definitive agreements\nwould be subject to the Company’s due diligence in its sole discretion, negotiation of mutually acceptable definitive documentation\nwith customary representations, warranties, covenants, and closing conditions, shareholder approvals of each party to the extent required,\nthe absence of any material adverse effect on either party and any required Nasdaq or other regulatory approvals.\n\n \n●\n**Development Timelines; Operations.**The definitive agreement\nwould include a development timeline (including targeted dates for Phase 3 completion and a New Drug Application in the United States,\nsubject to customary terms and conditions for licensing transactions of this nature) and customary interim operating covenants for PharmAla\nfrom signing to closing, including maintenance of the Assets and preservation of related rights.\n\n \n\nThe\nTerm Sheet expressly provides that, other than certain binding provisions (including, among others, escrow, fees and expenses, confidentiality,\nexclusivity and expenses), it is non-binding, and no party will be obligated to proceed with the contemplated transaction unless and\nuntil a mutually acceptable definitive agreement is executed. There can be no assurance that a definitive agreement will be entered into\non the terms summarized above or at all, or that, if entered into, the contemplated transaction will be consummated.\n\n \n\n*Cautionary\nNote Regarding Forward-Looking Statements.*\n\n** **\n\nThis\nCurrent Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation\nReform Act of 1995. Forward-looking statements include, among others, statements regarding the parties’ intention to negotiate\nand enter into definitive agreements; the timing, structure, or completion of the contemplated transaction; anticipated consideration,\nmilestone or royalty payments; regulatory plans and timelines (including clinical development and potential FDA submissions and approvals);\nexpected benefits of the contemplated transaction; future product commercialization; and other statements that are not historical facts.\nIn some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,”\n“expects,” “intends,” “may,” “might,” “plans,” “seeks,” “should,”\n“will,” “would,” the negative of these terms, and similar expressions, although not all forward-looking statements\ncontain these words.\n\n \n\nForward-looking\nstatements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results\nto differ materially from those expressed or implied by such statements, including, without limitation: risks that the parties may be\nunable to agree on definitive terms or satisfy closing conditions; risks that required approvals (including shareholder, Nasdaq or regulatory\napprovals) may not be obtained on a timely basis or at all; risks related to the outcome and timing of due diligence; potential changes\nin the scope, structure, or timing of the contemplated transaction; risks that clinical, regulatory, manufacturing, intellectual property,\ncommercial or other developments (including the results, timing and success of any planned or ongoing studies of ALA-002) may differ\nfrom current expectations; the possibility that milestone events may not occur when expected or at all; the possibility that any registration\nstatement may not be declared effective within expected timeframes; risks related to financing, market conditions and the Company’s\nability to fund development and commercialization activities; dependence on third parties, including contract manufacturers and licensors;\nrisks related to protecting and enforcing intellectual property rights; competitive developments; and other risks and uncertainties described\nfrom time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report\non Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement speaks only as of the date\nof this report, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after\nthe date of this report, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements.\n\n \n\n*Additional\nDisclaimers.*\n\n* *\n\nThe\nTerm Sheet and this Current Report on Form 8-K do not constitute an offer to sell or the solicitation of an offer to buy any securities,\nnor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would\nbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction.\n\n \n\nNo\nbinding obligation of the Company or PharmAla relating to the contemplated transaction shall arise unless and until definitive agreements\nare executed and delivered by the parties, and then only on the terms and conditions set forth therein."}