Note 1 – Organization and Description of Business

Jupiter Neurosciences, Inc. (the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company incorporated in Delaware in January 2016. The Company is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia product line. Both efforts are powered by JOTROL^™, the Company’s proprietary, enhanced resveratrol formulation that has demonstrated potential for significantly improved bioavailability. The Company’s prescription pipeline is focused broadly on CNS disorders, presently with an ongoing Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function.

JOTROL™ has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation, without causing gastrointestinal side effects. We expect JOTROL™, based on the results of our Phase I study, will resolve the major obstacle of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously conducted human trials with resveratrol as well as preclinical trial results in mice and rats.

Standby Equity Purchase Agreement

On October 24, 2025, the Company entered into a Standby Equity Purchase Agreement, pursuant to which the Company has the right to sell to an investor up to $20.0 million of its common stock, par value $0.0001 per share, subject to certain limitations and conditions. See Note 5 – Standby Equity Purchase Agreement and Convertible Debt for further details.

Registered Direct Offering

On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 95,238 shares of common stock of the Company at a price of $21.00 per share, for aggregate gross proceeds to the Company of approximately $2.0 million. Placement agent fees were $140,000 and proceeds before offering expenses were $1,860,000. The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026 (the “Registration Statement”).

Nasdaq Minimum Bid Price Compliance

On February 26, 2026, the Company received two written notices from the Listing Qualifications Department of Nasdaq notifying the Company that (i) the listing of the Company’s Common Stock was not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing of its Common Stock on The Nasdaq Capital Market, as the closing bid price of the Common Stock was less than $1.00 per share for the previous 30 consecutive business days, and (ii) for the 30 consecutive business days ended February 26, 2026, the Company’s market value of listed securities closed below the $35 million threshold required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2026, to regain compliance by maintaining a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.

PharmAla Biotech Holdings Inc.

On May 19, 2026, the Company and PharmAla Biotech Holdings Inc. (“PharmAla”) executed a non-binding summary of proposed terms (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. PharmAla is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002.

On July 20, 2026, the Company and PharmAla entered into a definitive Strategic Asset License Agreement (the “License Agreement”). Pursuant to the License Agreement, PharmAla granted the Company an exclusive royalty-bearing, sublicensable (subject to restrictions on sublicenses to persons engaged in a competing business without PharmAla’s prior written consent) license under PharmAla’s licensed intellectual property (including patents, know-how and regulatory documentation) to develop, manufacture and commercialize products incorporating or derived from ALA-002 (each, a “Licensed Product”), for all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, solely in the United States of America, including its territories, possessions and commonwealths, and including Puerto Rico (the “Territory”). The license also permits us to manufacture Licensed Products outside the Territory solely for import and sale into the Territory. PharmAla retains all rights to ALA-002 and the licensed intellectual property outside the Territory. In connection with the license, PharmAla has agreed to make available to the Company certain licensed know-how, manufacturing and analytical information, and regulatory documentation reasonably necessary or useful for the Company to develop, manufacture and commercialize Licensed Products in the Territory.

The Company will pay PharmAla an aggregate upfront payment of $3,333,333 (the “Upfront Payment”), comprised of (i) $1,500,000 in cash (the “Initial Cash Consideration”), consisting of a $600,000 escrow deposit made at the time of entering into the non-binding term sheet on May 19, 2026 and $900,000 paid on signing of the definitive agreements on July 20, 2026, and (ii) $1,833,333 payable in shares of common stock (the “Equity Consideration”). We may elect to pay all or any portion of the Equity Consideration in cash. The Initial Cash Consideration is payable as a condition precedent to the effective date of the License Agreement. The shares of common stock will be issued no later than 30 days after the effective date based on the volume-weighted average price (“VWAP”) of shares of common stock for the 20 consecutive trading days ending on the trading day immediately preceding the issuance date, subject to a Nasdaq 19.99% exchange cap unless stockholder approval is obtained. The License Agreement includes a VWAP reset mechanic pursuant to which if the VWAP during the pricing window is less than the initial issuance price, the Company is required to issue additional shares (or, if the price falls below the Equity Floor Price, pay cash) to ensure PharmAla receives the full value of the Equity Consideration (the “VWAP Reset Mechanic”). The shares are subject to a 120-day lock-up period and registration rights, including our obligation to file a registration statement within 30 days following the issuance date. The Equity Consideration has not been issued as of the date of this filing.

The Company will pay PharmAla development milestone payments totaling up to $23,333,333, comprised of (i) $3,333,333 upon first dosing of the first patient in a Phase 3 clinical trial of a Licensed Product in the Territory (payable fifty percent (50%) in cash and fifty percent (50%), at PharmAla’s election, in cash or common stock) and (ii) $20,000,000 upon first FDA approval of an NDA for a Licensed Pr6oduct (payable in cash). Each development milestone payment is payable only once.

The Company will pay PharmAla commercialization milestone payments totaling up to $73,333,333, comprised of (i) $10,000,000 upon first achievement of $333,333,333 in net sales in the Territory, (ii) $30,000,000 upon first achievement of $1,000,000,000 in net sales in the Territory, and (iii) $33,333,333 upon first achievement of $2,000,000,000 in net sales in the Territory. Each commercialization milestone payment is payable only once.

Beginning with the calendar quarter in which the third commercialization milestone becomes payable, the Company will pay PharmAla a royalty of 3% of net sales of Licensed Products in the Territory during the term of the License Agreement.

The Company has the exclusive right and obligation to develop Licensed Products in the Territory and must use commercially reasonable efforts, at its sole cost and expense, to develop, obtain regulatory approval for, and commercialize Licensed Products in the Territory, including conducting clinical trials, making regulatory filings, and achieving first commercial sale within six months following NDA approval. The Company must also deliver quarterly progress reports to PharmAla during the development period. The Company has sole and exclusive responsibility for manufacturing ALA-002 and Licensed Products for use in the Territory. At our request, PharmAla will arrange supply of GMP-grade ALA-002 drug substance and/or drug product under a separate supply agreement to be negotiated on customary terms.

Unless earlier terminated, the License Agreement continues in perpetuity. Either party may terminate the License Agreement for an uncured material breach after a 90-day cure period (five Business Days for certain critical payment obligations, including the Upfront Payment, cash consideration payable as a condition to the effective date, and amounts payable in connection with the VWAP Reset Mechanic or the Nasdaq exchange cap, and 30 days for all other payment obligations). Either party may terminate immediately upon the other party’s insolvency or bankruptcy. PharmAla may terminate upon 90 days’ notice if the Company fails to achieve development milestones by applicable deadlines (subject to specified extensions) and such failure remains uncured. The Company may not consummate a change of control involving a competing business without PharmAla’s prior written consent, and PharmAla may terminate immediately if such a transaction is consummated without consent. We may terminate for convenience upon at least 180 days’ prior written notice, without relieving accrued payment obligations.

As of June 30, 2026, the definitive agreement had not yet been executed, and the $600,000 escrow deposit was recorded as a noncurrent asset in the accompanying condensed balance sheet. No assets or liabilities associated with the acquisition, other than the escrow deposit, were recognized as of June 30, 2026.

Reverse Stock Split

On August 6, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation and effected a 1-for-75 reverse stock split of its common stock (the “Reverse Stock Split”), effective at 4:01 p.m. Eastern Time. Every seventy-five shares of issued and outstanding common stock were combined into one share. The par value of the common stock remained $0.0001 per share, and the authorized number of common shares was not reduced. The Reverse Stock Split was effected on a holder-by-holder basis. No fractional shares were issued; fractional interests were rounded down, and holders otherwise entitled to a fractional share are entitled to cash in lieu thereof based on the split-adjusted closing sales price of the common stock on August 6, 2026. The Company’s common stock continues to trade under the symbol “JUNS,” and the post-split CUSIP number is 48208B302. Because the Reverse Stock Split became effective after June 30, 2026 but before issuance of these unaudited condensed financial statements, all common-share and per-share amounts for all periods presented, including weighted-average shares and net loss per share, shares underlying stock options, restricted stock units, and convertible securities, and applicable exercise and conversion prices, have been retrospectively adjusted to reflect the Reverse Stock Split. For outstanding equity awards, the number of shares underlying each award was adjusted on an award-by-award basis, with any resulting fractional award shares rounded down to the nearest whole share; no fractional award shares were carried forward. The reduction in the stated value of common stock was reclassified to additional paid-in capital. This presentation adjustment to the opening balances of common stock and additional paid in capital caused a decrease in common stock and an increase in additional paid-in capital by $4,919 and $3,399 as of June 30, 2026 and December 31, 2025, respectively, and did not affect total stockholders’ deficit.