Jupiter Neurosciences Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUPITER NEUROSCIENCES, INC. 1001 North US HWY 1,Suite 504Jupiter,FL33477(Address of principal executive offices)(Zip Code) (561)406-6154(Registrant’s telephone number, including area code) Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon StockJUNSTheNasdaqCapital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to Sec. 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March 28, 2025, there were33,103,860shares of common stock, par value $0.0001per share, of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Table of ContentsPagePart IItem 1.Business1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments80Item 1C.Cybersecurity80Item 2.Properties81Item 3.Legal Proceedings81Item 4.Mine Safety Disclosures81Part IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities82Item 6.[Reserved]83Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations83Item 7A.Quantitative and Qualitative Disclosures About Market Risk92Item 8.Financial Statements and Supplementary Data93Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure93Item 9A.Controls and Procedures93Item 9B.Other Information94Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections94Part IIIItem 10.Directors, Executive Officers and Corporate Governance94Item 11.Executive Compensation103Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence118Item 14.Principal Accountant Fees and Services120Part IVItem 15.Exhibit and Financial Statement Schedules121Item 16.Form 10-K Summary124Signatures125i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statementsinclude, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,”