Form 8-K - Current report

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

Date of Report (Date of earliest event reported): December 17, 2024

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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

As previously disclosed, on December 31, 2022, Jupiter Neurosciences, Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with Titan Advisory Services LLC (“Titan”) pursuant to which Titan agreed to provide certain services to the Company. The MSA provides that the specific services (the “Services”) will be described in separate Scopes of Works (each, a “SOW”) which will constitute a part of the MSA. Such Services, which commenced on January 1, 2023, were to be provided by Saleem Elmasri, and include Mr. Elmasri serving as the Chief Financial Officer of the Company.

The MSA originally provided for payment by the Company to Titan of a monthly fee in the amount of $25,000 (amounting to an aggregate annual fee of $300,000) and that the Company would issue to Mr. Elmasri certain securities as provided in the MSA. On January 31, 2023, the parties to the MSA agreed to reduce the monthly fee due to Titan to $20,000 per month until the time that the Company has raised additional capital from the sale of its securities in the amount of $1,500,000. On December 18, 2023, the parties agreed to reduce the monthly fee due to Titan to $5,000 per month, effective retrospectively to October 1, 2023, until the time that the Company has raised additional capital from the sale of its securities in the amount of $1,500,000 (the “Reduction Period”). The parties agreed that upon expiration of the Reduction Period, the base salary would be adjusted to be 105% the original base salary.

On December 17, 2024, pursuant to a SOW (the “December 2024 SOW”) executed by the Company and Titan, the parties agreed that the Company would pay to Tian a monthly fee in the amount of $20,000 (amounting to an aggregate annual fee of $240,000) for the 2025 calendar year. In addition, Titan is eligible for cash bonuses and additional equity compensation, at the Company’s discretion.

The foregoing summary of the December 2024 SOW is qualified in its entirety by reference to the full text of the December 2024 SOW, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Scope of Work, dated December 17, 2024, by and between Jupiter Neurosciences, Inc. and Titan Advisory Services LLC.
104.1		Cover Page Interactive Data File - the cover page XBRL tags are embedded with 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.

Dated: December 20, 2024	By:	/s/ Christer Rosén
		Christer Rosén
		Chief Executive Officer

Exhibit 10.1

Please find below the proposal for services to be provided by Titan Advisory Services LLC to the Company.

SCOPE OF WORK

Date:	December 17, 2024

Company:	Jupiter Neurosciences, Inc.

Services:	The services to be provided in calendar year 2025 are as follows:

		a.	Overall financial strategy implementation and execution

		b.	Oversee and prepare forecasts and budgeting

		c.	Oversee and manage the finance and accounting departments

		d.	SEC Financial reporting

		e.	Oversee tax compliance

Deliverables:	Deliverables will correlate with the Services listed above.

Timing:	Work will begin upon execution of this SoW.

Fees:	The fees shall be fixed at $20,000 per month.

	TITAN will be eligible for cash bonuses and additional equity compensation, at the Company’s discretion.

Payment Terms:	Invoices shall be issued on or about the last business day of the month and payable within 10 days of receipt.

Retainer:	Not applicable.

Thank you for your consideration. We look forward to working with you.

/s/ Saleem Elmasri
Saleem Elmasri
Managing Partner
Titan Advisory Services LLC

THIS SOW CORRECTLY SETS FORTH THE UNDERSTANDING OF THE COMPANY:

SIGNATURE:	/s/ Christer Rosén	TITLE:	Chairman & CEO

PRINT NAME:	Christer Rosén	DATE:	December 17, 2024

Cover	Dec. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Entity File Number	001-41265
Entity Registrant Name	JUPITER NEUROSCIENCES, INC.
Entity Central Index Key	0001679628
Entity Tax Identification Number	47-4828381
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1001 North US HWY 1
Entity Address, Address Line Two	Suite 504
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33477
City Area Code	(561)
Local Phone Number	406-6154
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	JUNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false