Jupiter Neurosciences Inc美股招股说明书(2025-12-19版)

10,000,000 Shares of Common Stock This prospectus relates to the resale of up to 10,000,000 shares of our common stock, par value $0.0001 per share (the “commonstock”) of Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), by YA II PN, LTD, a Cayman Islands exempt limitedpartnership (“Yorkville” or the “Selling Stockholder”). The shares of common stock to which this prospectus relates have been or may be issued by us to Yorkville pursuant to a standbyequity purchase agreement, dated as of October 24, 2025, by and between the Company and Yorkville (as amended, the “SEPA”). Such sharesof common stock include (i) up to 4,000,000 shares of common stock (the “Conversion Shares”) that may be issued to Yorkville uponconversion by Yorkville of a convertible promissory note (as amended, the “Convertible Note,” and together with any additional convertiblepromissory notes to be issued, the “Convertible Notes”) issued to Yorkville under the SEPA, (ii) 5,868,091 shares of common stock (the“Advance Shares”) that may be issued to Yorkville in the form of one or more advances (the “Advances”) under the SEPA in our sole discretionfollowing an Advance Notice (as defined below) and (iii) 131,909 shares of common stock we issued Yorkville, upon our execution of theSEPA on October 24, 2025, as partial consideration for its commitment to purchase shares of our common stock in one or more purchases thatwe may, in our sole discretion, direct Yorkville to make, from time to time after the date of this prospectus, pursuant to the SEPA. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock bythe Selling Stockholder. However, we may receive up to $6,000,000 aggregate gross proceeds from sales of Convertible Notes and up to$14,000,000 aggregate gross proceeds from sales of common stock we may elect to make to Yorkville pursuant to the SEPA prior to or after thedate of this prospectus. See “The Standby Equity Purchase Agreement” for a description of the SEPA and “Selling Stockholder” for additionalinformation regarding Yorkville. Yorkville may sell or otherwise dispose of the common stock described in this prospectus in a number of different ways and at varyingprices. See “Plan of Distribution” for more information about how Yorkville may sell or otherwise dispose of the common stock pursuant tothis prospectus. Yorkville is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “SecuritiesAct”). We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of common stock to whichthis prospectus relates by the Selling Stockholder, including legal and accounting fees. See section titled “Plan of Distribution” beginning onpage 128 of this prospectus. Shares of our common stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “JUNS”. On December 11, 2025,the closing price of our common stock was $1.18. The price of our common stock is volatile. From December 4, 2024, the day when theCompany began trading on the Nasdaq through December 11, 2025, our common stock has traded at a low of $0.51 and a high of $19.51. We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reportingrequirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 14 of this prospectus, and under similar headings in any amendments orsupplements to this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is December 11, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1MARKET, INDUSTRY AND OTHER DATA1TRADEMARKS AND COPYRIGHTS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY4THE OFFERING13RISK FACTORS14USE OF PROCEEDS59DETERMINATION OF OFFERING PRICE59THE STANDBY EQUITY PURCHASE AGREEMENT59DIVIDEND POLICY66MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS66MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS67DESCRIPTION OF BUSINESS78MANAGEMENT97EXECUTIVE COMPENSATION105CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS119SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS.121SELLING STOCKHOLDER123DESCRIPTION OF SECURITIES124RESTRICTIONS ON RESALE OF SECURITIES127PLAN OF DISTRIBUTION128MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS130EXPERTS132LEGAL MATTERS132APPOINTMENT OF NEW AUDITOR132DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES132WHERE YOU CAN FIND ADD