Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
Jupiter
Neurosciences, Inc. (“Jupiter” or the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual
Meeting”) on July 22, 2026. In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act
of 1934, as amended. At the close of business on June 15, 2026, the record date for the Annual Meeting (the “Record Date”),
there were 48,224,110 shares of common stock issued and outstanding, which constituted all of the issued and outstanding capital
stock of the Company as of the Record Date.
At
the Annual Meeting, 28,456,277 of the Company’s 48,224,110 outstanding shares of common stock entitled to vote as of the
Record Date, or approximately 59%, were represented by proxy or in person (virtually), and, therefore, a quorum was present. The following
are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in Jupiter’s
Notice of 2026 Annual Meeting of Stockholders and Proxy Statement, filed with the Securities and Exchange Commission on June 22, 2026,
as amended.
The
stockholders elected each of Jupiter’s seven director nominees, each to serve until the 2027 annual meeting of stockholders
and until their respective successors are duly elected and qualified. In connection with his appointment, Dr. Andrew J. Cutler was
also appointed to serve as a member of the Compensation Committee of our board of directors (the “Board”), effective
on the same date as his appointment to the Board. The vote tabulation with respect to the nominees was as follows:
NOMINEE VOTES AUTHORITY BROKER
FOR WITHHELD NON-VOTES
──────────────────────────────────────────────────────────────────────────
Christer Rosén 18,867,403 209,747 9,379,127
Marshall Hayward, Ph. D. 18,919,082 158,068 9,379,127
Alison D. Silva 18,864,702 212,448 9,379,127
Nicholas H. Hemmerly 18,869,256 207,894 9,379,127
Tomas J. Philipson 18,923,747 153,403 9,379,127
Andrew J. Cutler, M.D. 18,899,261 177,889 9,379,127
Holger Weis 18,920,866 156,284 9,379,127
The
selection of Cherry Bekaert LLC as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026 was ratified. The results of the vote were as follows:
──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
VOTES VOTES VOTES BROKER
FOR AGAINST ABSTAINED NON-VOTES
─────────────────────────────────────────────────────────
28,070,928 286,851 98,498 0
The
stockholders approved an amendment to our 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number shares
of common stock available for sale under the 2025 Plan by 5,250,000 shares of common stock. The results of the vote were as follows:
VOTES VOTES VOTES BROKER
NON-VOTES
FOR AGAINST ABSTAINED
───────────────────────────────────────────────────────────
16,518,361 2,416,038 142,751 9,379,127
The
stockholders approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1:10
and not more than 1:100 (the “Reverse Stock Split”), such ratio and the implementation and timing of such Reverse Stock
Split to be determined in the discretion of our Board. The results of the vote were as follows:
VOTES VOTES VOTES BROKER
FOR AGAINST ABSTAINED NON-VOTES
───────────────────────────────────────────────────────────
24,398,822 4,008,323 49,132 0
Item 8.01Item 8.01 - Other Events
Item
8.01. Other Events
As
previously disclosed, in connection with the Company’s Standby Equity Purchase Agreement dated October 24, 2025 (the “SEPA”)
with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right, but not the obligation, to issue and sell
to Yorkville, from time to time, up to $20.0 million of shares of its common stock (the “SEPA Shares”), Yorkville provided
the Company with advance funds of $6.0 million funded in two tranches (each a “Prepaid Advance”), in exchange for its issuance
of convertible promissory notes (each, a “Convertible Note” and collectively, the “Convertible Notes”). Each
Prepaid Advance is expected to be repaid through the issuance of SEPA Shares at a price per share determined in accordance with the terms
of the SEPA, which is generally based on a discount to the prevailing market price of our common stock during a specified pricing period,
unless earlier repaid in cash at our option, subject to the terms of the SEPA. Accordingly, the number of SEPA Shares issuable upon settlement
of any Prepaid Advance will depend on the market price of our common stock at the time of such settlement and cannot be determined at
the time such Prepaid Advance is made or thereafter until settlement. On October 27, 2025, the Company received the first tranche of
the Prepaid Advance in the amount of $3,720,000 and issued to Yorkville a Convertible Note in the principal amount of $4.0 million (the
“First Convertible Note”), which was issued with an original issue discount of 7.0%. The First Convertible Note is initially
convertible into shares of the Company’s common stock at a fixed conversion price of $1.50 per share. Subsequently, upon satisfaction
of the applicable conditions, on December 23, 2025 the Company received the second tranche of the Prepaid Advance in the amount of $1,860,000
and issued to Yorkville a Convertible Note in the principal amount of $2.0 million (the “Second Convertible Note” and, together
with the First Convertible Note, the “Convertible Notes”), which was issued with an original issue discount of 7.0% and is
initially convertible into shares of our common stock at a fixed conversion price of $1.50 per share.
As
of the date of this Current Report on Form 8-K, approximately $1.5 million aggregate principal amount of the Convertible Notes remains
outstanding. The Company has issued and sold approximately 12.5 million SEPA Shares to Yorkville pursuant to the SEPA, including SEPA Shares
issued in connection with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds
to the Company of approximately $4.1 million. We may continue to issue SEPA Shares to Yorkville pursuant to the SEPA, including in connection
with any outstanding or future Prepaid Advances or conversions of Convertible Notes, subject to the terms and conditions of the SEPA.
This Current Report on
Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor shall there be any
sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.