Jupiter Neurosciences Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission file number: 001-41265 JUPITER NEUROSCIENCES, INC.(Exact name of registrant as specified in its charter) 47-4828381 (IRS Employer ID Number) 1001 North US HWY 1, Suite 504Jupiter, FL(Address of Principal Executive Offices)(561) 406-6154(Registrant’s Telephone number) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and(2) has been subject to the filing requirements for the past 90 days. Yes Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 14, 2026, there were 36,281,252 shares of Common Stock, par value $0.0001 per share (“Common Stock”) issued andoutstanding. TABLE OF CONTENTS PagePART I - FINANCIAL INFORMATION3Item 1. Financial Statements (unaudited)3Condensed Consolidated Balance Sheets4Condensed Consolidated Statements Of Operations5Condensed Consolidated Statements Of Changes In Stockholders’ Equity (Deficit)6Condensed Consolidated Statements Of Cash Flows7Notes To Condensed Consolidated Financial Statements8Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.19Item 3. Quantitative And Qualitative Disclosures About Market Risk.25Item 4. Controls And Procedures25PART II - OTHER INFORMATION26Item 1. Legal Proceedings26Item 1A. Risk Factors26Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds26Item 3. Defaults Upon Senior Securities26Item 4. Mine Safety Disclosures26Item 5. Other Information26Item 6. Exhibits27Signatures28i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the “Quarterly Report on Form 10-Q”) contains“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities LitigationReform Act of 1995. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “continue,” “could,”“estimate,” “expect,” “forecast”, “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seeks,”“should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions) areintended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations andbeliefs concerning future developments and their potential effects on us. These forward-looking statements are not guarantees forfuture performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and otherimportant factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materiallyfrom those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are notlimited to, those identified below and those discussed in the section titled Risk Factors in this filing and our Annual Report on Form10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2026(the “Annual Report on Form 10-K”): ●Our substantial amount of indebtedness associated with the convertible promissory notes issued in