{"url_path":"/sec/juns/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-024748-index.html","accession_number":"0001493152-26-024748","cik":"0001679628","ticker":"JUNS","issuer_name":"JUPITER NEUROSCIENCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-024748-index.html","primary_entity_key":"0001679628","primary_entity_name":"JUPITER NEUROSCIENCES, INC."},"word_count":502,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement**\n\n** **\n\nOn\nMay 20, 2026, Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement\n(the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company\nagreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 7,142,858\nshares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”),\nat a price of $0.28 per share, for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement\nagent’s fees and related offering expenses.\n\n \n\nThe\nShares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities\nand Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026\n(the “Registration Statement”).\n\n \n\nThe\nPurchase Agreement contains customary representations and warranties, agreements of the Company and the Investors and customary indemnification\nrights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions\non the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period\nfollowing the closing of the Offering.\n\n \n\nThe\nOffering is expected to close on or about May 21, 2026, subject to satisfaction of customary closing conditions.\n\n \n\nOn\nMay 20, 2026, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with D. Boral Capital\nLLC (“D. Boral”) pursuant to which the Company engaged D. Boral as the placement agent (the “Placement Agent”)\nin connection with the Offering. The Company agreed to pay the Placement Agent a fee in cash equal to 7.0% of the gross proceeds from\nthe sale of the Shares to the Investors. The Company also agreed to reimburse the Placement Agent for all reasonable and documented out-of-pocket\nexpenses, including the reasonable fees of legal counsel not to exceed $75,000. The Placement Agent Agreement also contains representations,\nwarranties, indemnification and other provisions customary for transactions of this nature.\n\n \n\nThe\nforegoing summaries of the Placement Agent Agreement and the Purchase Agreement do not purport to be complete and are subject to, and\nqualified in their entirety by, such documents attached as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K, which\nare incorporated herein by reference.\n\n \n\nThis\nCurrent 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\nshall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful\nprior to registration or qualification under the securities laws of any such state or jurisdiction.\n\n \n\nA\ncopy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares\nis attached as Exhibit 5.1 hereto."}