JUPITER NEUROSCIENCES, INC.

false 0001679628 0001679628 2026-05-20 2026-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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 May 20, 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 7.01 Regulation FD Disclosure. On May 19, 2026, Jupiter Neurosciences, Inc. (the “ Company ”) and PharmAla Biotech Holdings Inc. (“ PharmAla ”) entered into a non-binding summary of proposed terms (the “ Term Sheet ”) regarding a potential licensing transaction of PharmAla’s ALA-002 program for the United States. On May 20, 2026, the Company issued a press release announcing the Term Sheet. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including the press release furnished as an exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The Term Sheet is a nonbinding summary of proposed terms and does not create any obligation on the part of the Company or PharmAla to consummate any transaction unless and until definitive agreements are executed. Item 8.01. Other Events. On May 19, 2026, the Company and PharmAla executed the Term Sheet describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “ Assets ”), subject to the Company’s compliance with the definitive agreements. The Term Sheet reflects the parties’ current understanding and contemplates that the parties would enter into a definitive agreement within 90 days of the date of the Term Sheet, as well as the following principal terms, which remain subject to due diligence and the negotiation and execution of definitive agreements: ● Consideration. At closing of the contemplated transaction, PharmAla would receive total upfront consideration of $3,333,333, comprised of $1,500,000 in cash and $1,833,333 in equity securities of 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 all-cash consideration at its sole discretion. In addition, the Term Sheet contemplates (i) development milestones of $3,333,333 upon initiation of a Phase 3 clinical trial of ALA-002 and $20,000,000 upon U.S. Food and Drug Administration approval, and (ii) commercialization milestones 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, $1,000,000,000 and $2,000,000,000, respectively. Following achievement of all commercialization milestones, PharmAla would be entitled to a perpetual 3% royalty on U.S. net sales of licensed products. Each milestone would be payable once upon first achievement of the applicable threshold. Within 90 days of closing, if required, the Company would file a registration statement to register the equity portion of the upfront consideration. ● Escrow. Contemporaneously with the Term Sheet, the Company would deposit $600,000 into escrow, to be credited against the upfront cash payable to PharmAla at closing. If a definitive agreement is not executed within 90 days from signing of the Term Sheet (subject to specified fault-based carve-outs), PharmAla would receive the escrow as a reverse termination fee, as to be set forth in a separate escrow agreement. ● Exclusivity; No-Shop. The Term Sheet provides for a 90-day exclusivity period (subject to mutual written extension) during which PharmAla will not solicit, negotiate or enter into competing U.S. transactions regarding the Assets, subject to customary exceptions. ● Assets and Responsibilities. The contemplated transaction would transfer to the Company exclusive and perpetual U.S. rights to ALA-002, including intellectual property (patents and applications, know-how and data), regulatory files and correspondence, CMC information and manufacturing materials, inventory and specified third-party agreements necessary for development and commercialization in the U.S., subject to the Company’s compliance with the definitive agreements. Upon closing, the Company would assume sole responsibility for U.S. patent prosecution and maintenance related to ALA-002, including the preparation, filing and prosecution of new patent applications and maintenance of existing patents, and would have the right to select and direct U.S. patent counsel, with PharmAla’s reasonable cooperation. Certain assets are excluded, including PharmAla’s cash, tax attributes and programs outside ALA-002. ● Conditions; Approvals. Execution of definitive agreements would be subject to the Company’s due diligence in its sole discretion, negotiation of mutually acceptable definitive documentation with customary representations, warranties, covenants, and closing conditions, shareholder approvals of each party to the extent required, the absence of any material adverse effect on either party and any required Nasdaq or other regulatory approvals. ● Development Timelines; Operations. The definitive agreement would include a development timeline (including targeted dates for Phase 3 completion and a New Drug Application in the United States, subject to customary terms and conditions for licensing transactions of this nature) and customary interim operating covenants for PharmAla from signing to closing, including maintenance of the Assets and preservation of related rights. The Term Sheet expressly provides that, other than certain binding provisions (including, among others, escrow, fees and expenses, confidentiality, exclusivity and expenses), it is non-binding, and no party will be obligated to proceed with the contemplated tr