Jupiter Neurosciences Inc美股招股说明书(2026-05-14版)

JUPITER NEUROSCIENCES, INC. This prospectus supplement updates, amends and supplements the prospectus dated December 11, 2025 (the “Prospectus”), whichforms a part of our Registration Statement on Form S-1 (Registration No. 333-291832) and is being filed to update, amend andsupplement the information included in the Prospectus with information contained in our Quarterly Report on Form 10-Q, which wasfiled with the Securities and Exchange Commission (the “SEC”) on May 14, 2026 (the “Quarterly Report”). Accordingly, we haveattached the Quarterly Report to this prospectus supplement. Capitalized terms used in this prospectus supplement and not otherwisedefined herein have the meanings specified in the Prospectus. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Shares of our common stock, par value $0.0001 per share (our “Common Stock”), are listed on The Nasdaq Stock Market, LLC underthe symbol “JUNS.” On May 13, 2026, the closing price of our Common Stock was $0.3364 per share. Investing in our securities involves risks that are described in the “Risk Factors” section of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under theProspectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 14, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 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) Delaware47-4828381(State of Incorporation)(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: Name of each exchange on which registeredThe Nasdaq Capital Market 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). Yes 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☐No☒ 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 - OTHE