JUPITER NEUROSCIENCES, INC.

8-K · form8-k.htm

0001679628

 2026-06-02
 2026-06-02

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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

  

 June
2, 2026

 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.

  

 (e)
Compensatory Arrangements of Certain Officers

  

 The
following sets forth certain compensatory arrangements entered into, adopted or modified by Jupiter Neurosciences, Inc. (the “Company”)
during the period covered by this Current Report.

  

 Alison
Silva

  

 On
June 5, 2026, the Company entered into amendment No. 3 (the “Amendment”) to the employment agreement with Alison Silva,
dated September 1, 2021, as amended. The Amendment appoints Ms. Silva as the Company’s Chief Operating Officer and President and
increases Ms. Silva’s base salary to $340,200 from $315,000. In connection with the Amendment, on June 2, 2026, the board
of directors of the Company (the “Board”), based on the recommendation of the compensation committee of the Board (the “Compensation
Committee”), approved a one-time grant of options to purchase up to 600,000 shares of the Company’s common stock under the
Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan (the “Plan”) to Ms. Silva with an exercise price equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize her contributions to the Company.
Such option grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s
continued service with the Company through each applicable vesting date.

  

 The
foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text
of the Amendment, a copy of which is attached to this Current Report as Exhibit 10.1.

  

 Director
Compensation

  

 On
June 2, 2026, the Compensation Committee approved a grant of stock options to each of the Company’s independent non-employee directors
to purchase up to 100,000 shares of the Company’s common stock under the Plan, with an exercise price per share equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant. Such option grants vest over three years
commencing from September 2, 2026 in equal quarterly installments, subject to the recipient’s continued service with the Company
through each applicable vesting date.

  

 Discretionary
Bonus Options in Lieu of Cash and Long-Term Incentive Compensation

  

 On
June 2, 2026, the Board, based on the recommendation of the Compensation Committee, approved discretionary bonuses to the following executives
in the form of stock options under the Plan in lieu of cash:

  

 Executive
  
 Title
  
 Option
 Grant

 Christer
 Rosén
  
 Chairman
 of Board, Chief Executive Officer and Director
  
 747,783

 Alison
 Silva
  
 Chief
 Operating Officer and President
  
 427,304

 Saleem
 Elmasri
  
 Chief
 Financial Officer
  
 325,565

 Marshall
 Hayward, Ph.D.
  
 Chief
 Scientific Officer and Director
  
 259,231

 Alexander
 Rosén
  
 Chief
 Administrative Officer
  
 341,843

  

 In
addition, the Board, based on the recommendation of the Compensation Committee, approved a one-time grant of options to purchase up
to 200,000 shares of the Company’s common stock under the Plan to Mr. Elmasri with an exercise price equal to the closing
price of the Company’s common stock on the Nasdaq Capital Market on the date of grant to recognize his contributions to the
Company. Each such grant vests over three years commencing from September 2, 2026 in equal quarterly installments, subject to the
recipient’s continued service with the Company through each applicable vesting date.

  

 Item
9.01. Financial Statements and Exhibits.

  

 Exhibit No.
  
 Description

 10.1
  
 Amendment
 No. 3 to Executive Employment Agreement, dated as of June 5, 2026, between the Company and Alison Silva.

  
  
  

 104
  
 Cover Page Interactive Data File (formatted as Inline
 XBRL and contained in Exhibit 101)

  

  

  

  

 SIGNATURES

  

 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.

  
  
  

 Date: June 5, 2026
 By:
 /s/
 Christer Rosén

  
 Name:
 Christer Rosén

  
 Title:
 Chief Executive Officer