UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 26, 2026, Jupiter Neurosciences, Inc. (the “Company”) entered into separate Debt Forgiveness and Release Agreements (each, a “Forgiveness Agreement” and collectively, the “Forgiveness Agreements”) with certain executive officers and directors of the Company pursuant to which such individuals irrevocably forgave an aggregate of $875,315 of accrued and unpaid compensation previously owed by the Company (the “Debt Forgiveness”). The forgiven amounts consisted of accrued salaries that had been reflected as liabilities on the Company’s balance sheet.
The following table sets forth the amounts forgiven by each individual:
| Name | Title | Amount Forgiven | ||||
| Christer Rosén | Chairman and Chief Executive Officer and Director | $ | 356,024 | |||
| Alison Silva | President, Chief Operating Officer and Director | $ | 81,431 | |||
| Marshall Hayward, Ph.D. | Chief Scientific Officer and Director | $ | 287,075 | |||
| Alexander Rosén | Chief Administrative Officer | $ | 150,785 | |||
Pursuant to the Forgiveness Agreements, effective as of August 26, 2026, each applicable individual agreed to irrevocably terminate and forgive in full the accrued compensation obligations owed by the Company to such individual. The Debt Forgiveness was gratuitous, and the Company did not issue any equity securities or pay any cash or other consideration in exchange for the forgiveness of such obligations. In addition, each Forgiveness Agreement contains a general release of claims by the applicable individual in favor of the Company and its affiliates and their respective officers, directors, stockholders and agents with respect to claims arising out of or relating to the forgiven compensation obligations, subject to customary exceptions, including claims arising under the Forgiveness Agreement itself.
The foregoing summary of the Forgiveness Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Forgiveness Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events.
As of the date of this Current Report on Form 8-K, the Company has 1,318,521 shares of Common Stock issued and outstanding.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Debt Forgiveness and Release Agreement, dated as of August 26, 2026, by and between the Company and the Counterparty party thereto. | |
| 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. | ||
| Dated: August 27, 2026 | By: | /s/ Christer Rosen |
| Name: | Christer Rosen | |
| Title: | Chief Executive Officer | |