Jupiter Neurosciences Inc美股招股说明书(2026-07-21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 Current Report on Form 8-K, which wasfiled with the Securities and Exchange Commission (the “SEC”) on July 21, 2026 (the “Current Report”). Accordingly, we haveattached the Current 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 July 20, 2026, the closing price of our Common Stock was $0.1650 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 July 21, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2026 JUPITER NEUROSCIENCES, INC. (Exact name of registrant as specified in its charter) 11621 Kew Gardens Avenue, Suite 210Palm Beach Gardens, Florida 33410(Address of principal executive offices) (Zip Code) Not Applicable(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§17.CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§17 CFR 240.12b-2). Emerging 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.☐ Item 1.01 Entry Into a Material Definitive Agreement. Strategic Asset License Agreement Reference is made to the Current Report on Form 8-K filed by Jupiter Neurosciences, Inc. (the “Company”) with the Securities andExchange Commission (the “SEC”) on May 20, 2026 (the “Prior 8-K”), in which the Company disclosed its entry into a non-bindingsummary of proposed terms with PharmAla Biotech Holdings Inc. (“PharmAla”) regarding a potential licensing transaction forPharmAla’s ALA-002 program for the United States. On July 20, 2026, the Company and PharmAla entered into a definitive StrategicAsset License Agreement (the “License Agreement”), the terms of which differ in certain respects from, and supersede, the non-binding summary of proposed terms described in the Prior 8-K, except for binding provisions and escrow-related matters that remaineffective until release of the escrow deposit described below. PharmAla is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-classpsychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002. Jupiter is a clinical-stage pharmaceutical company focused on therapies for neuroinflammation and CNS disorders. Pursuant to the License Agreement, PharmAla granted Jupiter an exclusive royalty-bearing, sublicensable (subject to restrictions onsublicenses to persons engaged in a competing business without PharmAla’s prior written co