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Item 9A. Controls and Procedures

2026-04-01 compared with 2025-03-28 · 2123 added, 2087 removed, 700 unchanged (86% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed

under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period

specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information

is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate,

to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer

and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of

December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that,

as of December 31, 2024, our disclosure controls and procedures were effective.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange

Act Rules 13a-15(f) and 14d-14(f).

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.

even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and

financial statement preparation and presentation.

In addition, projections of any evaluation of effectiveness to future periods are subject

to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures

may deteriorate.

assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such

as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period specified in the SEC’s

rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated

to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding

required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our

“Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule

13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure

controls and procedures were ineffective due to a deficiency in our ability to adequately segregate responsibility over financial transaction processing and

Based on the number of personnel available to serve the Company’s accounting function, management believes

we are not able to adequately segregate responsibility over financial transaction processing and reporting.

Further, the Company does

not have a formal internal control environment in place and operating effectively.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter

how well designed, have inherent limitations and may not prevent or detect misstatements.

Therefore, even those systems determined to

be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation

and presentation.

In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become

inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the

effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

In making the assessment,

management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal

Control-Integrated Framework.

Based on its assessment, management concluded that, as of December 31, 2024, our Company’s internal

control over financial reporting was adequate in material aspects.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in

Internal Control-Integrated Framework.

Based on its assessment, management concluded that, as of December 31, 2025, our

Company’s internal control over financial reporting was deficient due to our inability to adequately segregate responsibility

over financial transaction processing and reporting.

Based on the number of personnel available to serve the Company’s accounting function, management believes

we are not able to adequately segregate responsibility over financial transaction processing and reporting.

Further, the Company does

not have a formal internal control environment in place and operating effectively.

As such, we have identified these issues as material

weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future that may

cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements.

If our remediation

of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of internal controls and internal

control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations

could be materially and adversely affected and the market price of our common stock could be negatively affected, which could require

additional financial and management resources.

Changes in Internal Control over Financial Reporting

There were no changes in our internal

control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent

fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

the three months ended December 31, 2024, no director or officer of the Company adopted , modified , or terminated a “Rule 10b5-1

trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

During the year ended December 31, 2025,

no director or officer of the Company adopted , modified , or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule

10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT

PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Directors

following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held

Our Board of Directors elects our executive officers annually by majority vote.

Each director’s term continues until his

or her successor is elected or qualified at the next annual meeting, unless such director earlier resigns or is removed.

the following table sets forth the names and ages of the members of our Science Advisory Board.

Officers and Directors

of Board, Chief Executive Officer and Director

Financial Officer and Secretary

Hayward, Ph.D.

Scientific Officer and Director

Administrative Officer

Chief Business Officer, and Director

information concerning our executive officers and directors listed above is set forth below.

Rosén is our Co-Founder and has served as our Chief Executive Officer and Chairman of our Board of Directors

since January 1, 2016.

From 1997 through May 2015, Mr.

The following table sets forth the names

and ages of the members of our Board of Directors and our executive officers and the positions held by each.

Our Board of Directors elects

our executive officers annually by majority vote.

Each director’s term continues until his or her successor is elected or qualified

at the next annual meeting, unless such director earlier resigns or is removed.

In addition, the following table sets forth the names

and ages of the members of our Science Advisory Board.

Executive Officers and Directors:

Christer Rosén

Chairman of Board, Chief Executive Officer and Director

Saleem Elmasri

Chief Financial Officer and Secretary

Marshall Hayward, Ph.D.

Chief Scientific Officer and Director

Alexander Rosén

Chief Administrative Officer

President, Chief Business Officer, and Director

Independent Director

Biographical information concerning our

executive officers and directors listed above is set forth below.

Executive Officers

Christer Rosén.

Rosén, 74, is our Co-Founder and has served as our Chief Executive Officer and Chairman of our Board of Directors since

From January 1998 through March 2015, Mr.

Rosén founded and served as the Chief Executive Officer and Chairman of

EffRx Pharmaceuticals.

Rosén together with Marshall Hayward, our Chief Scientific Officer, held the same position at EffRx,

invented, developed and received FDA and EU approvals of a drug treating osteoporosis, Binosto ® .

is distributed in several parts of the world and gave Mr.

Rosén a full insight in all the aspects of pharmaceutical development,

regulatory paths and distribution.

Rosén is a graduate of Malmo Trade Schools/Lund University, Sweden, with a degree in Computer

Sciences in 1971.

Elmasri has served as our Chief Financial Officer and Secretary since January 1, 2023.

From September 2020 to December

2022, he served as a Principal at Titan Advisory Services LLC, a boutique advisory firm focused on providing collaborative and customized

financial operations and CFO services to early-stage companies.

From September 2020 to April 2021, Mr.

Elmasri was a consultant to DLA

LLC, a professional services firm providing clients internal audit, accounting advisory, and corporate finance services.

From June 2019

to August 2020, he was Managing Director at DLA LLC.

Rosén together with Marshall Hayward, our Chief Scientific Officer, held the same positions at

EffRx, where Mr.

Rosen invented, and led the development through FDA and EU approvals of a drug treating

osteoporosis, Binosto ® .

Binosto ® is distributed in several parts of the world and gave Mr.

Rosén a full insight into all aspects of pharmaceutical development, regulatory paths and distribution.

He has decades of

entrepreneurial experience and has founded, funded, and created start-ups in industries ranging from entertainment, hospitality,

information technology, nutritional retail and pharmaceuticals.

Rosén is a graduate of Malmo Trade Schools/Lund

University, Sweden, with a degree in Computer Sciences in 1971.

We believe Mr.

Rosén is qualified to serve as Chairman of our

Board of Directors due to his extensive experience in the pharmaceutical industry and as an entrepreneur.

Saleem Elmasri.

40, has served as our Chief Financial Officer and Secretary since January 1, 2023.

Since September 2020, he has served as Managing Partner

at Titan Advisory Services LLC, a boutique advisory firm focused on providing collaborative and customized financial operations and CFO

services to early-stage companies.

Since November 2025, Mr.

Elmasri has served as chief financial officer for both Drugs Made In America

Acquisition Corp.

and Drugs Made In America Acquisition II Corp.

He previously served as a director of Liberty Star Uranium & Metals

from August 2023 to December 2025, where he served on the nominating, compensation, and audit committees.

Elmasri also served

as a director of Trans American Aquaculture, Inc.

from March 2024 to December 2024, where he was chair of the audit committee.

served as chief financial officer for Bright Green Corporation from February 2022 to December 2024.

From September 2020 to April 2021,

Elmasri was a consultant to DLA LLC, a professional services firm providing clients internal audit, accounting advisory, and corporate

finance services.

From June 2019 to August 2020, he was Managing Director at DLA LLC.

From September 2007 to March 2018, Mr.

Elmasri worked as Senior Director for Pine

Hill Group LLC, a boutique accounting and transaction advisory firm, From March 2018 to June 2019, he worked as Senior Director for Pine

Hill Group LLC, a boutique accounting and transaction advisory firm.

Elmasri worked

as Senior Director for Pine Hill Group LLC, a boutique accounting and transaction advisory firm, From March 2018 to June 2019, he worked

as Senior Director for Pine Hill Group LLC, a boutique accounting and transaction advisory firm.

From September 2007 to March 2018, Mr.

Elmasri worked as Senior

Manager for PricewaterhouseCoopers LLP, a Big-4 Accounting and Global Professional Services firm.

Elmasri is a CPA and seasoned business

professional who has a passion for delivering meaningful and measurable value to clients through practical solutions.

He has over 15

years of experience in financial and management consulting.

Elmasri began his career at PricewaterhouseCoopers and worked on several

of the firm’s Fortune 500 clients, primarily focused on the Life Sciences and Pharmaceutical industry.

From PwC, he transitioned

to lead advisory practices at boutique consulting firms, specializing in transaction and complex accounting advisory.

Elmasri received

Elmasri worked as Senior Manager for PricewaterhouseCoopers LLP (“PwC”), a Big-4 Accounting and Global Professional Services

Elmasri is a CPA and seasoned business professional who has a passion for delivering meaningful and measurable value to clients

through practical solutions.

He has over 15 years of experience in financial and management consulting.

Elmasri began his career at

PwC and worked on several of the firm’s Fortune 500 clients, primarily focused on the Life Sciences and Pharmaceutical industry.

From PwC, he transitioned to lead advisory practices at boutique consulting firms, specializing in transaction and complex accounting

Elmasri received B.S.

degrees in Accounting and Finance from Rutgers University in 2007.

Hayward, Ph.D.

Hayward is one of our Co-Founders, serves as our Chief Scientific Officer, and is a member of our Board of

Directors since January 1, 2016.

Since May 2013, Dr.

Hayward has served as the managing member of Marshall Hayward Associates LLC.

September 2003 to May 2013, Dr.

Hayward served as the Chief Scientific Officer of EffRx Pharmaceuticals where he was instrumental in

all aspects of the development and approvals of the Binosto® product.

Marshall Hayward, Ph.D.

Hayward, 71, is one of our Co-Founders, serves as our Chief Scientific Officer, and has served as a member of our Board of Directors

Since 2013, Dr.

Hayward has served as the founder and managing member of Marshall Hayward Associates LLC.

From 2003 to 2013,

Hayward served as the Chief Scientific Officer of EffRx Pharmaceuticals, where he was instrumental in all aspects of the development

and approvals of the Binosto® product.

Hayward received a Ph.D.

in Biochemistry from the University

of Illinois at Urbana-Champaign in 1982 and did postdoctoral work there in molecular biology.

in Biochemistry from the University of Illinois at Urbana-Champaign

in 1982, where he conducted postdoctoral research in molecular biology.

Hayward received a B.S.

Biochemistry with High Honor) from the Honors College of Michigan State University in 1977.

Hayward does not hold, and has not previously

held, any directorships in any reporting companies.

Rosén is a Co-Founder and our Chief Administrative Officer and has been with Jupiter Neurosciences,

degree (in Biochemistry with High

Honor) from the Honors College of Michigan State University in 1977.

Hayward does not hold, and has not previously held, any directorships

in any reporting companies.

We believe Dr.

Hayward is qualified to serve on our Board of Directors due to his extensive experience in

the pharmaceutical industry and scientific background.

Alexander Rosén.

Rosén, 35, is a Co-Founder and our Chief Administrative Officer and has been with Jupiter Neurosciences, Inc.

since its inception.

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Rosén held the position of Head of Administration at X-Vax Technology, Inc.

from November

2020 to June 2021.

From February 2019 to November 2020, Mr.

from November 2020 to June 2021.

February 2019 to November 2020, Mr.

Rosén served as the Controller at X-Vax Technology, Inc.

attended Halmstad University, Sweden from 2009 - 2012.

Rosén does not hold, and has not previously held, any directorships

in any reporting companies.

Alison Silva, who has been a member of our Board of Directors since 2018, has now expanding her role to include President

and Chief Business Officer since September 1, 2021.

Rosén attended Halmstad

University, Sweden from 2009 to 2012.

Rosén does not hold, and has not previously held, any directorships in any reporting

Silva, 47, who has been a member of our Board of Directors since 2018, has now expanded her role to include President and Chief

Business Officer since September 1, 2021.

Previously, Ms.

Silva was the Chief Executive Officer of Cotinga Pharmaceuticals,

formerly Critical Outcome Technologies, from July 2016 through August 2021.

She continues to serve on the Board of Directors of Cotinga

Pharmaceuticals since 2015, and management consultant to several organizations, including EMA Wellness and The Orphan Group.

Before joining

Cotinga, Alison co-founded The Microbiome Company in 2013, later rebranded to Synlogic Therapeutics, where she served as Executive Vice

President and Chief Operating Officer until June 2016.

Other relevant positions include co-founder and Vice President, Development at

Marina Biotech;

co-founder and Director at The Orphan Group;

Silva was the Chief Executive Officer of Cotinga Pharmaceuticals, formerly

Critical Outcome Technologies, from December 2016 through August 2021, and served as president from June 2016 to December 2026.

has served on the Board of Directors of Cotinga Pharmaceuticals since 2015, and management consultant to several organizations,

including EMA Wellness and The Orphan Group.

Before joining Cotinga, Alison co-founded The Microbiome Company in 2013, later

rebranded to Synlogic Therapeutics, where she served as Executive Vice President and Chief Operating Officer until June 2016.

relevant positions include co-founder and Vice President, Development at Marina Biotech;

co-founder and Director at The Orphan

Director, Drug Development at Cequent Pharmaceuticals;

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and various other positions in biotech and pharma.

Silva obtained her undergraduate degree in Biology from Clark University in 2001

and her graduate degree from the University of Massachusetts Medical Center in 2002.

Silva obtained her undergraduate degree in Biology from Clark University in 2001 and her graduate degree from Clark University,

through a direct study program with the University of Massachusetts Medical School in 2002.

Independent Directors

Brady, 55, has served as an independent director at Jupiter Neurosciences, Inc.

since September 8, 2021.

on the board of Gene Spotlight, Inc., where she is co-founder, a non-profit dedicated to raising money to sponsor medical research for

rare diseases, since April 2011.

Since 2016, Ms.

Brady has served on the Board of Advisors at University of Pennsylvania’s school

of Social Policy & Practice and is currently the Fundraising Chair of its Power of Penn campaign.

Brady received a BAS from University

of Pennsylvania in 1993.

She is co-founder of Gene Spotlight,

Inc., a non-profit dedicated to raising money to sponsor medical research for rare diseases, and she has served on its board since January

Since January 2024, Ms.

Brady has served on the Board of Advisors at University of Pennsylvania’s school of Social Policy

& Practice and is currently the Fundraising Chair of its Power of Penn campaign.

Brady received a BAS from University of Pennsylvania

She also received a PR Strategy Certificate in 2021 from Cornell University.

Brady does not hold, and has

not previously held, any directorships in any reporting companies.

Gene Spotlight is presently the largest outside investor in the Company.

Brady does not hold, and has not previously held, any directorships in any reporting companies.

Brady does not hold, and has not previously

held, any directorships in any reporting companies.

Gene Spotlight is presently the largest outside investor in the Company We believe

Brady is qualified to serve on our Board of Directors due to her board experience.

Hemmerly, 43, has served as an independent director at Jupiter Neurosciences, Inc.

since September 8, 2021.

has been Managing Director and Co- Head of Investment Banking for Clear Street LLC since June 2023.

Hemmerly has over 18 years of

investment banking experience with broad transactional experience having completed approximately $25 billion of debt and equity transactions.

Prior to joining Clear Street Mr.

Hemmerly was Head of Investment Banking at Bridgeway Capital Partners, a merchant banking firm, From

March 2016 to February 2020 Mr.

Hemmerly was the Director, Head of Life Sciences at PricewaterhouseCoopers LLC where he led U.S.

and capital raising in the life sciences space with a focus on specialty and generic pharmaceuticals as well as healthcare consumer products

and contract manufacturing.

Prior to PwC from June 2014 to March 2016, Mr.

Hemmerly was a Vice President at Jefferies LLC with a focus

on executing M&A and financing transactions within the pharmaceutical and life sciences sectors.

Prior experience includes investment

banking roles in JPMorgan Chase & Co.’s Healthcare Group as well as JMP Securities LLC’s Healthcare Group.

began his investment banking career as an analyst with Wachovia Securities.

Hemmerly also serves as an independent director for Liberty

Star Uranium & Metals Corp.

Kampf has served as an independent director at Jupiter Neurosciences, Inc.

Hemmerly has been Managing

Director and Co- Head of Investment Banking for Clear Street LLC since June 2023.

Hemmerly has over 18 years of investment banking

experience with broad transactional experience having completed approximately $25 billion of debt and equity transactions.

Prior to joining

Clear Street Mr.

Hemmerly was Head of Investment Banking at Bridgeway Capital Partners, a merchant banking firm, from January 2020 to

June 2023 From March 2016 to February 2020 Mr.

Hemmerly was the Director, Head of Life Sciences at PricewaterhouseCoopers LLC where he

M&A and capital raising in the life sciences space with a focus on specialty and generic pharmaceuticals as well as healthcare

consumer products and contract manufacturing.

From June 2014 to March 2016, Mr.

Hemmerly was a Vice President at Jefferies LLC with a

focus on executing M&A and financing transactions within the pharmaceutical and life sciences sectors.

Prior experience includes

investment banking roles in JPMorgan Chase & Co.’s Healthcare Group as well as JMP Securities LLC’s Healthcare Group.

Hemmerly began his investment banking career as an analyst with Wachovia Securities.

Hemmerly has also served as an independent

director for Liberty Star Uranium & Metals Corp since September 2022.

We believe Mr.

Hemmerly is qualified to serve on our Board

of Directors due to his extensive experience in the investment banking, life sciences and pharmaceutical sectors.

64, has served as an independent director at Jupiter Neurosciences, Inc.

since September 2021.

Kampf is currently

a Director and CEO of JBK Associates International an Executive Search firm focused on the Life Science Industry, which she founded in

Kampf is also currently a Director at Marizyme, Inc.

a Florida-based Biotech Company.

Kampf has significant not-for-profit

board and advisory committee experience having served on Howard University’s School of Communications Board of Visitors, where

she helped launch an entrepreneurial incubator and established an award for student entrepreneurs.

Deeply committed to enhancing the

careers and well-being of other women, Ms.

Kampf was president of the 1,750-member HBA (Healthcare Businesswomen’s Association)

Metro Chapter, where she co-founded a successful mentoring program.

Kampf is the founder and chief executive

officer of JBK Associates International Inc., an executive search firm focused on the life science industry, which she founded in 2003.

Kampf has served as a director of EOM Pharmaceuticals since April 2022, where she chairs its compensation committee.

served as a director of Marizyme, Inc., a Florida-based biotechnology company, from February 2021 to May 2024.

Kampf has received numerous awards, including having been recognized

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Kampf does not hold, and has not previously held, any directorships in any reporting companies.

We believe Ms.

Kampf is qualified

to serve on our Board of Directors due to her experience as a director in the pharmaceutical and biotechnology industries, as well as

her extensive business experience.

Holger Weis .

Weis, 63, has served as an independent director at Jupiter Neurosciences, Inc.

since September 8, 2021.

Since December 2020,

he has served as a Director, member of Audit and Compensation Committees as Alaunos Therapeutics, Inc.

He is the principal of Weis Advisors,

Inc., a company that provides consulting services to life science companies, since founding the company in April 2018.

Between December

2011 and April 2018, Mr.

From December 2020 through

June 2025, he served as an independent director of Alaunos Therapeutics, Inc.

where he served as Chair of the Audit Committee and as

a member of the Compensation Committee.

He was appointed as chairman of the board of directors in September 2023, and was subsequently

appointed Chief Executive Officer of Alaunos Therapeutics, Inc.

in July 2025 and relinquished his duties on the Audit and Compensation

He is the principal of Weis Advisors, Inc., a company that provides consulting services to life science companies, since

founding the company in April 2018.

Between December 2011 and April 2018, Mr.

Weis served many roles at DemeRx, Inc.

including COO, CFO, President as well as a Consultant.

From August 2010

to November 2011 Mr.

including COO, CFO,

President as well as a Consultant.

From August 2010 to November 2011 Mr.

Weis served as CFO for EnSA Holdings, LLC.

Prior to his time at EnSA Holdings, LLC.

Weis served as Vice President

& CFO, Secretary and Treasurer at NovaVision, Inc.

from January 2006 to August 2010.

Prior to that, he served as the Chief Financial

Officer & Treasurer of GMP Companies, Inc., a company that develops and commercializes pharmaceutical, medical device and diagnostic

technologies, from 2000 to 2005.

Prior to his time

at EnSA Holdings, LLC.

Weis served as Vice President & CFO, Secretary and Treasurer at NovaVision, Inc.

from January 2006 to

Prior to that, he served as the Chief Financial Officer & Treasurer of GMP Companies, Inc., a company that develops

and commercializes pharmaceutical, medical device and diagnostic technologies, from 2000 to 2005.

Earlier in his career, Mr.

Weis served as a Senior Manager at Ernst & Young, a multinational professional

services company, from 1986 to 2000.

Weis received a Bachelor of Business Administration in Accounting from the University of Georgia

in 1985 and is a Certified Public Accountant.

Advisory Board

want to emphasize that our Scientific Advisory Board members and business advisors take a very active role in our company and specific

This is one important reason how a company with our small staff can execute so many different pipeline projects effectively.

Brothers, Ph.D.

Brothers has served as a member of our Scientific Advisory Board and our Consulting VP of Scientific Research

since January 1, 2016.

Brothers is an expert reviewer for molecular probes and drug discovery in neuroscience NIH study sections.

Since June 2017, Dr.

Brothers has served as an Associate Professor at the University of Miami, Miller School of Medicine.

Brothers has served as Director at Sylvester Cancer Center Molecular Therapeutics Shares Resource at University of Miami, Miller

School of Medicine.

From March 2011 through May 2017, Dr.

Brothers served as an Assistant Professor at the University of Miami, Miller

School of Medicine.

Since September 2012, Dr.

Brothers has served as Director of Pharmacology at Epigenetix Inc.

From 2016 through 2018,

Brothers served as Director Preclinical Research at DemeRx, Inc.

From October 2006 to March 2011, Dr.

Brothers served as a researcher

at Scripps Research Institute in Jupiter, Florida.

Brothers has also co-founded 2 biotech companies.

Brothers received an MBA

from West Texas A&M University in 2019, Ph.D.

in physiology and pharmacology from Oregon Health and Science University in 2006, and

Bachelor of Science degree in Microbiology from Oregon State University in 2000.

Dietrich, Ph.D.

Dietrich has served as a member of our Scientific Advisory Board since June 22, 2021.

Dietrich currently

is the Scientific Director at The Miami Project to Cure Paralysis and the Kinetic Concepts Distinguished Chair in Neurosurgery at the

University of Miami Miller School of Medicine which is where he has been since 1997.

Dietrich also currently serves as the Senior

Associate Dean for Discovery Science at the University of Miami Miller School of Medicine and Co-Director of the Institute for Neural

Engineering at the University of Miami.

Between 1995 to 1997 Dr.

Dietrich served as Vice-Chairman for Basic Science in the Department

of Neurology at the University of Miami.

He attained the rank of Professor in 1993.

Dietrich joined the Department of Neurology

at the University of Miami with a joint appointment in Cell Biology and Anatomy.

Dr Dietrich has published over 375 refereed journal

articles, 75 book chapters and 4 books.

His published work has been cited over 38,000 times.

He has been listed by the Institute of Scientific

Information as a “Highly Cited Researcher”, placing him in the top 0.5% of all scientists based on the impact his research

has made on other scientists.

Dietrich received his Ph.D.

in Anatomy from the Medical College of Virginia in 1979 and completed a

postdoctoral fellowship in the Department of Pharmacology at Washington University, St.

Louis, MO in 1981.

Elliott, Ph.D.

Elliott has served as a member of our Scientific Advisory Board since October, 2016.

Since 2009, Dr.

has served as a consultant to the pharmaceuticals industry.

From 2005 to 2009, Dr.

Elliott served as Senior Vice President of R&D

at Sirtris Pharmaceuticals.

As part of work from his teams at Sirtris, three SIRT1 activators entered clinical development, SRT501, SRT2104

He was also an integral part of the road-show to take Sirtris public with a successful IPO in 2007, leading to it being

purchased by GSK in 2008 for $720 million.

From 2001 to 2005, Dr.

Elliott served as Executive Vice President of Product Development at

CominatoRx leading efforts in 8 Phase II programs in inflammation and oncology.

From 1996 to 2001, Dr.

Elliott served as Vice President

of Pharmacology and Development at ProScript which was acquired by LeukoSite, and ultimately Millennium where he co-developed the multiple

myeloma drug, Velcade© and PS-519 for stroke.

From 1993 to 1996, Dr.

Elliott served as Associate Director of Pharmacology at Alkermes.

From 1988 to 1993, Dr.

Elliott served as Group & Research Leader at Glaxo Group Research where he led a number of CNS programs focusing

on movement disorders, neurodegeneration as well as pain.

Elliott received a B.Sc.

in Pharmacology from London University and a Ph.D.

in Psychopharmacology from Cambridge University.

Moussa, MBBS, Ph.D.

Moussa has served as a member of our Scientific Advisory Board since April, 2020.

Since July 2017, Dr.

Moussa has served as an Associate Professor of Neurology at Georgetown University Medical Center.

Since March 2015, Dr.

Moussa has served

as the director of Translational Neurotherapeutics Program at Georgetown University Medical Center.

Since January 2018, Dr.

served as the Principal Investigator of the Lewy Body Disease Association (LBDA) Research Center of Excellence at Georgetown University

Medical Center.

Since March 2015, Dr.

Moussa has served as Clinical Research Director at the Parkinson’s Foundation Center of Excellence.

Since August 2016, Dr.

Moussa has served as Director of Neurosciences Grand Rounds at Georgetown University Medical Center.

received a Bachelor of Medicine, Bachelor of Surgery (MBBS), and Doctor of Philosophy (Ph.D.) in Biomedical Sciences from the University

of Sydney Australia in 1996 and 2002, respectively.

Moussa has expertise in geriatric neurology with a special focus on movement

and memory disorders.

Tanzi has served as the Co-Chairman of our Scientific Advisory Board since November, 2019.

Since 2013, Dr.

has served as the Vice-Chair of Neurology and Director of the Genetics and Aging Research Unit at Massachusetts General Hospital.

Tanzi has also served as the Joseph P.

Kennedy Professor of Neurology at Harvard Medical School.

Tanzi received

(microbiology) and B.A.

(history) at the University of Rochester in 1980 and his Ph.D.

(neurobiology) at Harvard Medical School

In his research achievements, Dr.

Tanzi served on the team that was the first to find a disease gene ((Huntington’s disease)

using human genetic markers, helping to launch the field of neurogenetics.

He later co-discovered all three early-onset familial Alzheimer’s

disease genes and identified several others as leader of the Cure Alzheimer’s Fund Alzheimer’s Genome Project.

He also co-discovered

the Wilson’s disease gene and several other neurological disease genes.

Most recently, he and his team used Alzheimer’s genes

and human stem cells to create what the New York Times coined, “Alzheimer’s-in-a-Dish”.

This is a three-dimensional

human stem cell-derived neural culture system that is considered to be the first true model of Alzheimer’s disease, recapitulating

both pathological hallmarks of Alzheimer’s disease:

plaques and tangles.

The model has made drug screening for Alzheimer’s

disease 10 times cheaper and 10 times faster.

Tanzi has developed novel therapeutics for Alzheimer’s disease including gamma

secretase modulators and metal chaperones (PBT;

Prana) aimed at lowering plaque and tangle pathology.

Both have been entered into clinical

trials for Alzheimer’s patients.

Tanzi is also very active in the areas of integrative medicine and applications to brain health.

In this regard, along with Dr.

Deepak Chopra, Dr.

Tanzi co-directs the Self-Directed Biological Transformation Initiative (SBTI) aimed

at exploring and quantifying the effects of lifestyle interventions on neuroplasticity and epigenetics.

Tanzi has published over 500 research papers and has received the highest awards in his field, including the Metropolitan Life Foundation

Award, Potamkin Prize, Ronald Reagan Award, Silver Innovator Award, and many others.

He was named to TIME magazine’s 2015 list

of TIME100 Most Influential People in the World, and received the Smithsonian American Ingenuity Award, the top national award for invention

and innovation.

He co-authored the popular trade books “Decoding Darkness”, New York Times best seller, “Super Brain”,

and international best seller “Super Genes” with Dr.

Deepak Chopra.

He was named by GQ magazine as a Rock Star of Science,

and in his spare time, has played keyboards with the band Aerosmith.

With singer, Chris Mann, he also composed the beautiful ballad,

“Remember Me”, which honors Alzheimer’s patients, and is being used to raise funds for Alzheimer’s research at

the Cure Alzheimer’s Fund, for which, Dr.

Tanzi serves as Chair of the Cure Alzheimer’s Fund Research Consortium.

Tsai has served as a member of our Scientific Advisory Board since June, 2016.

Since May 2006, Dr.

Tsai has served

as the Director of the Picower Institute for Learning and Memory at the Massachusetts Institute of Technology, a Picower Professor of

Neuroscience, and an Associate Member of the Broad Institute.

From 1994 to May 2006, Dr.

Tsai served as an Assistant Professor of Pathology

at Harvard Medical School and was promoted to tenure Professor at Harvard in 2002.

From 1997 to 2013, Dr.

Tsai served as an Investigator

of the Howard Hughes Medical Institute from 1997 to 2013.

Tsai is also a Fellow of the American Association for the Advancement of

Science, a member of the National Academy of Medicine, and an Academician of the Academia Sinica in Taiwan.

Tsai obtained a Ph.D.

from University of Texas Southwestern Medical Centre in Dallas, Texas in 1990 and postdoctoral training at Cold Spring Harbor Laboratories

and Massachusetts General Hospital from 1990 to 1994.

Scott Turner, MD, Ph.D.

Turner has served as a member of our Scientific Advisory Board since August, 2016.

Since April 2020,

Turner has served as the Vice Chair for Clinical Research, Department of Neurology at Georgetown University Medical Center.

July 2008, Dr.

Turner has served as a Professor at the Department of Neurology and the Director of the Memory Disorders Program, Department

of Neurology at Georgetown University Medical Center.

From March 2007 to July 2008, Dr.

Turner served as the Associate Chair in the Department

of Neurology, University of Michigan at Ann Arbor, Michigan.

From October 2003 to July 2008, Dr.

Turner served as Associate Professor

in the Department of Neurology, University of Michigan.

From July 1995 to October 2003, Dr.

Turner served as Assistant Professor in the

Department of Neurology, University of Michigan.

From September 2002 to July 2008, Dr.

Turner served as Chief of Neurology Service at

VA Ann Arbor Healthcare System in Ann Arbor, Michigan.

From July 1995 to July 2008, Dr.

Turner served as Attending Neurologist and Research

Scientist, Geriatric Research Education and Clinical Center at VA Ann Arbor Healthcare System in Ann Arbor, Michigan.

Turner received

a Bachelor of Science degree in microbiology/molecular biology from Clemson University in 1979.

Turner obtained a Ph.D.

in pharmacology

and an MD from Emory University in 1984 and 1988, respectively, and completed his internship, residency, and fellowship at the University

of Pennsylvania, Philadelphia in 1992.

Turner has received numerous prestigious awards, including a fellowship from the Howard Hughes

Medical Institute and a Paul Beeson Scholarship.

Turner serves as a reviewer for granting agencies and biomedical journals, has published

more than seventy peer-reviewed paper, editorials, and book chapters, as well as lectures widely.

He became board-certified in Psychiatry

and Neurology in 1993.

Wahlestedt, MD, Ph.D.

Wahlestedt has served as the Co-Chairman of our Scientific Advisory Board and our Consulting Chief

Medical Officer since January 1, 2016.

From January 1, 2016 through October 1, 2021, he previously served as a member of our Board of

Wahlestedt is a renowned scientist throughout the pharmaceutical industry.

Since March 2011, Dr.

Wahlestedt has served

as the Leonard M.

Miller Professor & Associate Dean for Therapeutic Innovation at the University of Miami Miller School of Medicine.

From 2005 to March 2011, Dr.

Wahlestedt was the founding Professor and Director of Neuroscience at The Scripps Research Institute in

From 1997 to 2005, Dr.

Wahlestedt was the Professor and Department Chair at Karolinska Institute in Stockholm, Sweden.

was the Director of Worldwide Genomics for Pharmacia between 1997 to 2004.

From 1994 to 1997, Dr.

Wahlestedt was a faculty member at

McGill University.

From 1993 to 1997, Dr.

Wahlestedt directed the research and development team for Astra-Zeneca Research Centre in Montreal,

From 1989 to 1993, Dr.

Wahlestedt was the Assistant Professor of the Department of Neurology and Neurosciences at Cornell University

Medical College in New York, NY.

Wahlestedt has also co-founded 2 other biotech companies, including CuRNA, Inc.

and Epigenetix,

Wahlestedt is a graduate of Lund University, Sweden with a M.D.

in Medicine and Ph.D.

in Pharmacology in 1986 and 1987, respectively.

Wiinberg is an experienced healthcare industry professional who has served on the boards of several healthcare

industry associations.

Since April 2017, Mr.

Wiinberg has had the position of Chief Executive Officer at X-VAX Technology, Inc.

June 2008 to December 2014, Mr.

Wiinberg served as the Chief Executive Officer at Lundbeck, a pharmaceutical company specialized in psychiatric

and neurological disorders.

Wiinberg served as President of the European pharma business at Wyeth from June 2005 to May 2008.

Wiinberg also served as President of the global consumer health care business from 2002 to 2005.

From 1997 to 2002, Mr.

served as Managing Director at Wyeth UK and Ireland.

Ulf is presently a non-executive member of the board of Alfa Laval AB, Agenus Inc

and at the Belgian pharmaceutical company UCB.

He is also chairman of the board of Sigrid Therapeutics AB, Chairman of the Board at Hansa

Biopharma as well as CEO and chairman of the board of Ulf Wiinberg Consulting & Invest AB.

Kirsch has advised the Company since June 2020 on a variety of financial and strategic initiatives.

Previously he

was a Senior Advisor and Head of Global Healthcare at GCA Global from 2005 to 2019, an investment bank providing strategic M&A and

capital markets advice for growth companies.

From 1994 to 2004 he was Head of Research for Vector Securities with over 200 companies

under coverage and later became Head of Capital Markets that acquired by Prudential Securities.

From 1990 to 1993 Mr.

Kirsch was CEO

OF Natwest Markets the investment banking division of Natwest Bank in the U.K.

He began his career at Drexel Burnham where he was an

Executive Vice President running the global equity division as well as being on the Executive Committee.

Kirsch has served on the

Board of Kadmon since 2019, a publicly traded bio pharmaceutical company where he serves on the Audit Committee.

He also serves on the

board of Liquidia Technologies a public nano technology healthcare company as well as being the Chairman of the Audit Committee.

Kirsch received his B.A.

in Finance from the University of Rhode Island and an M.B.A.

from Bernard M.

Baruch College.

Dant, EveryLife Foundation for Rare Diseases Board Chair, is a parent advocate and retired Carrolton, Texas Police

Department Chief of Police.

Mark and his wife Jeanne are the parents of Ryan, who is 33 years old and the longest treated person in the

world with MPS I.

Mark and Jeanne spearheaded the funding for the first MPS Enzyme Replacement Therapy, Aldurazyme, through their Foundation,

the Ryan Foundation.

In partnership with Dr.

Emil Kakkis, Mr.

Dant and his family were also key advocates speaking to the FDA about the

importance and significant impact of ERT for the treatment of mucopolysaccharidoses.

Dant and his family successfully championed

Congress to pass the Ryan Dant Health Care Opportunity Act, H.R.

Relationships

are no family relationships among any of our directors or executive officers, except that Christer Rosén, our Chief Executive

Officer, is the father of Alexander Rosén, our Chief Administrative Officer.

in Certain Legal Proceedings

executive officer, member of the board of directors or control person of our Company has been involved in any legal proceeding listed

in Item 401(f) of Regulation S-K in the past 10 years.

Leadership Structure and Board’s Role in Risk Oversight

have not separated the positions of Chairman of the Board and Chief Executive Officer.

Christer Rosén has served as our Chairman

of the Board of Directors and Chief Executive Officer since January 1, 2016.

We believe that combining the positions of Chairman and

Chief Executive Officer allows for focused leadership of our organization which benefits us in our relationships with investors, customers,

suppliers, employees and other constituencies.

as a Senior Manager at Ernst & Young, a multinational professional services company, from 1986 to 2000.

Weis received a Bachelor

of Business Administration in Accounting from the University of Georgia in 1985 and is a Certified Public Accountant.

We believe Mr.

Weis is qualified to serve on our Board of Directors due to his experience in the life science industry and extensive financial background.

Family Relationships

There are no family relationships among

any of our directors or executive officers, except that Christer Rosén, our Chief Executive Officer, is the father of Alexander

Rosén, our Chief Administrative Officer.

Involvement in Certain Legal Proceedings

No executive officer, member of the board

of directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the

past 10 years.

Board Leadership Structure and Board’s Role in Risk

We have not separated the positions of

Chairman of the Board and Chief Executive Officer.

Christer Rosén has served as our Chairman of the Board of Directors and Chief

Executive Officer since January 1, 2016.

We believe that combining the positions of Chairman and Chief Executive Officer allows for focused

leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other constituencies.

We believe that consolidating the leadership of the Company under Mr.

the appropriate leadership structure for our Company and that any risks inherent in that structure are balanced by the oversight of our

other independent directors on our Board.

However, no single leadership model is right for all companies and at all times.

recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might

be appropriate.

Accordingly, the Board may periodically review its leadership structure.

In addition, the Board holds executive sessions

in which only independent directors are present.

Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories, financial and product commercialization.

The audit committee oversees management of financial

our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated

The Board regularly reviews plans, results and potential risks related to our business.

The Board is also expected to oversee

risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors,

particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which

could have a material adverse effect on the Company.

required under the Nasdaq Marketplace Rules, a majority of the members of a listed company’s board of directors must qualify as

“independent,” as affirmatively determined by the board of directors.

Our Board of Directors considered certain relationships

between our directors and us when determining each director’s status as an “independent director” under Rule 5605(a)(2)

of the Nasdaq Marketplace Rules.

Based upon such definition and SEC regulations, the Company’s Board of Directors has affirmatively

determined that currently three of its seven directors (Christer Rosén, Marshall Hayward, Ph.D., and Alison D.

Silva) are non-independent

directors of the Company and four of its seven directors (Nicholas H.

Rosén is the appropriate leadership structure for our Company

and that any risks inherent in that structure are balanced by the oversight of our other independent directors on our Board.

no single leadership model is right for all companies and at all times.

The Board recognizes that depending on the circumstances, other

leadership models, such as the appointment of a lead independent director, might be appropriate.

Accordingly, the Board may periodically

review its leadership structure.

In addition, the Board holds executive sessions in which only independent directors are present.

Our Board is generally responsible for

the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into two

categories, financial and product commercialization.

The audit committee oversees management of financial risks;

our Board regularly reviews

information regarding our cash position, liquidity and operations, as well as the risks associated with each.

The Board regularly reviews

plans, results and potential risks related to our business.

The Board is also expected to oversee risk management as it relates to our

compensation plans, policies and practices for all employees including executives and directors, particularly whether our compensation

programs may create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on

Director Independence

As required under the Nasdaq Marketplace

Rules, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively

determined by the board of directors.

Our Board of Directors considered certain relationships between our directors and us when determining

each director’s status as an “independent director” under Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

such definition and SEC regulations, the Company’s Board of Directors has affirmatively determined that currently three of its seven

directors (Christer Rosén, Marshall Hayward, Ph.D., and Alison D.

Silva) are non-independent directors of the Company and four

of its seven directors (Nicholas H.

Hemmerly, Julie Kampf, Allison W.

Brady, and Holger Weis) are “independent”

directors under Nasdaq listing standards.

Therefore, the Board of Directors has determined that a majority of the members of our Board

of Directors are “independent”.

of the Board of Directors

have established an audit committee (“Audit Committee”), which consists of three independent directors:

Holger Weis, Allison

Brady, and Holger Weis) are “independent” directors

under Nasdaq listing standards.

Therefore, the Board of Directors has determined that a majority of the members of our Board of Directors

are “independent”.

Committees of the Board of Directors

Audit Committee

We have established an audit committee

(“Audit Committee”), which consists of three independent directors:

Holger Weis, Allison W.

Brady and Nicholas Hemmerly.

Weis is the chair of the Audit Committee.

Weis qualifies as an audit committee financial expert

under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rules.

Our Audit Committee

operates under a written charter that is reviewed annually.

A copy of the charter is posted on the Corporate Governance

section of our website, at www.jupiterneurosciences.com .

Audit Committee is authorized to:

and retain the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approve audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approve transactions between us and our directors, officers and affiliates;

and prevent prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

internal audit functions, if any.

have established a compensation committee (“Compensation Committee”), which consists of three independent directors:

Weis qualifies as an audit committee financial expert under SEC rules and as a financially

sophisticated audit committee member under the Nasdaq Capital Market rules.

Our Audit Committee operates under a written charter that

is reviewed annually.

A copy of the charter is posted on the Corporate Governance section of our website, at www.jupiterneurosciences.com .

Our Audit Committee is authorized to:

approve and retain the independent auditors to conduct the annual audit of our financial statements;

review the proposed scope and results of the audit;

review and pre-approve audit and non-audit fees and services;

review accounting and financial controls with the independent auditors and our financial and accounting staff;

review and approve transactions between us and our directors, officers and affiliates;

recognize and prevent prohibited non-audit services;

establish procedures for complaints received by us regarding accounting matters;

oversee internal audit functions, if any.

Compensation Committee

We have established a compensation committee

(“Compensation Committee”), which consists of three independent directors:

Hemmerly, Julie Kampf and Allison Brady.

Hemmerly is the chair of the Compensation Committee.

Our Compensation Committee operates

under a written charter that is reviewed annually.

7 A copy of the charter is posted on the Corporate Governance section

of our website, at www.jupiterneurosciences.com .

Compensation Committee is authorized to:

and determine the compensation arrangements for management;

and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

our incentive compensation and benefit plans and purchase plans;

the evaluation of the Board of Directors and management;

the independence of any compensation advisers.

and Corporate Governance Committee

have established a nominating and corporate governance committee (“Nominating and Corporate Governance Committee”), which

consists of three independent directors:

Julie Kampf, Holger Weis and Nicholas H.

Kampf is the chair of the Nominating

and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee operates under a written charter, a copy of which

is posted on the Corporate Governance section of our website, at www.jupiterneurosciences.com .

functions of the Nominating and Corporate Governance Committee, among other things, include:

individuals qualified to become board members and recommending director;

and board members for committee membership;

and recommending to our board corporate governance guidelines;

and determine the compensation arrangements for directors;

the evaluation of our board of directors and its committees and management.

full Board of Directors recommends candidates for nomination for election at the annual meeting of the stockholders.

We have not formally

established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional

experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

interests of our stockholders.

and Committee Meetings and Director Attendance

the year ended December 31, 2024, the Board held five meetings, the Audit Committee held four meetings, the Compensation Committee

held no meetings, and the Nominating and Governance Committee held no meetings.

During 2024, each director attended

more than 75% of the combined meetings of the Board and each committee on which he or she served.

Committee Interlocks and Insider Participation

of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee

of any entity that has one or more executive officers on our Board of Directors or Compensation Committee.

For a description of transactions

between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related

Party Transactions”.

Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers (including our principal executive

officer, principal financial officer, principal accounting officer or controller, and any person performing similar functions) and employees.

The Code of Ethics and Business Conduct is available on our website at www.jupiterneurosciences.com .

Recovery Policy

March 26, 2025, the Board of Directors approved a new compensation recovery policy (the “Clawback Policy”) in compliance

with SEC and Nasdaq rules and regulations.

The Clawback Policy provides that in the event we are required to prepare an

“Accounting Restatement” (as defined in the Clawback Policy), we shall, subject to certain limited exceptions as

described in the Clawback Policy, recover certain incentive-based compensation from executive officers who are or have been

designated as an “officer” by the Board of Directors in accordance with Exchange Act Rule 16a-1(f).

Compensation that

shall be recovered under the Clawback Policy generally includes “Incentive-Based Compensation” (as defined in the

Clawback Policy) received during the three-year period prior to the “Accounting Restatement Determination Date” (as

defined in the Clawback Policy) that exceeds the amount that otherwise would have been received by the “officer” had

such compensation been determined based on the restated amounts in the financial restatement.

Under the Clawback Policy,

“Incentive-Based Compensation” includes any compensation that is granted, earned, or vested based, in whole or in part,

upon the attainment of a Financial Reporting Measure (as defined in the Clawback Policy).

Prohibiting Insider Trading and Related Procedures.

Company adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors,

senior management, and employees.

Our Compensation Committee operates under a written charter that is reviewed

7 A copy of the charter is posted on the Corporate Governance section of our website, at www.jupiterneurosciences.com .

The Compensation Committee is authorized

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

administer our incentive compensation and benefit plans and purchase plans;

oversee the evaluation of the Board of Directors and management;

review the independence of any compensation advisers.

Nominating and Corporate Governance Committee

We have established a nominating and corporate

governance committee (“Nominating and Corporate Governance Committee”), which consists of three independent directors:

Kampf, Holger Weis and Nicholas H.

Kampf is the chair of the Nominating and Corporate Governance Committee.

Our Nominating

and Corporate Governance Committee operates under a written charter, a copy of which is posted on the Corporate Governance section of

our website, at www.jupiterneurosciences.com .

The functions of the Nominating and Corporate

Governance Committee, among other things, include:

identifying individuals qualified to become board members and recommending director;

nominees and board members for committee membership;

developing and recommending to our board corporate governance guidelines;

review and determine the compensation arrangements for directors;

overseeing the evaluation of our board of directors and its committees and management.

Director Nominations

Our full Board of Directors recommends

candidates for nomination for election at the annual meeting of the stockholders.

We have not formally established any specific, minimum

qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees

for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business,

integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Board and Committee Meetings and Director Attendance

During the year ended December 31, 2025,

the Board held six meetings, the Audit Committee held four meetings, the Compensation Committee held one meeting, and the Nominating

and Governance Committee held no meetings.

During 2025, each director attended more than 75% of the combined meetings of the Board and

each committee on which he or she served.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently

serves, or in the past year has served, as a member of the Board of Directors or compensation committee of any entity that has one or

more executive officers on our Board of Directors or Compensation Committee.

For a description of transactions between us and members

of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related Party Transactions”.

Code of Ethics

The Company has adopted a Code of Ethics

and Business Conduct that applies to all of its directors, officers (including our principal executive officer, principal financial officer,

principal accounting officer or controller, and any person performing similar functions) and employees.

The Code of Ethics and Business

Conduct is available on our website at www.jupiterneurosciences.com .

Compensation Recovery Policy

On March 26, 2025, the Board of Directors

approved a new compensation recovery policy (the “Clawback Policy”) in compliance with SEC and Nasdaq rules and regulations.

The Clawback Policy provides that in the event we are required to prepare an “Accounting Restatement” (as defined in the Clawback

Policy), we shall, subject to certain limited exceptions as described in the Clawback Policy, recover certain incentive-based compensation

from executive officers who are or have been designated as an “officer” by the Board of Directors in accordance with Exchange

Act Rule 16a-1(f).

Compensation that shall be recovered under the Clawback Policy generally includes “Incentive-Based Compensation”

(as defined in the Clawback Policy) received during the three-year period prior to the “Accounting Restatement Determination Date”

(as defined in the Clawback Policy) that exceeds the amount that otherwise would have been received by the “officer” had such

compensation been determined based on the restated amounts in the financial restatement.

Under the Clawback Policy, “Incentive-Based

Compensation” includes any compensation that is granted, earned, or vested based, in whole or in part, upon the attainment of a

Financial Reporting Measure (as defined in the Clawback Policy).

Policy Prohibiting Insider Trading and Related Procedures.

The Company adopted an insider trading

policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees.

A copy of the insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

Communications

with the Board

and other interested parties can send communications to one or more members of the Board by writing to the Board or specific directors

or group of directors at the following address:

Communications with the Board

Stockholders and other interested parties

can send communications to one or more members of the Board by writing to the Board or specific directors or group of directors at the

following address:

Jupiter Neurosciences, Inc.

Board of Directors, c/o Corporate Secretary, 1001 North US

Hwy 1, Suite 504, Jupiter, FL 33477.

Any communication will be promptly distributed by our Corporate Secretary to the individual director

or directors named in the communication or to all directors if addressed to the entire Board.

on Liability and Indemnification of Officers and Directors

certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware

law, as it now exists or may in the future be amended.

In addition, our certificate of incorporation provides that our directors will

not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption

from liability or limitation thereof is not permitted by the Delaware General Corporation Law (“DGCL”).

certificate of incorporation also permits us to maintain insurance on behalf of any officer, director or employee for any liability arising

out of his or her actions, regardless of whether Delaware law would permit such indemnification.

We have purchased a policy of directors’

and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of

a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions

also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,

if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected

to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

Board of Directors, c/o Corporate Secretary, 1001 North US Hwy 1, Suite 504, Jupiter, FL

Any communication will be promptly distributed by our Corporate Secretary to the individual director or directors named in the

communication or to all directors if addressed to the entire Board.

Indemnification and Limitation on Liability of Officers

and Directors

Our certificate of incorporation provides

that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in

the future be amended.

In addition, our certificate of incorporation provides that our directors will not be personally liable for monetary

damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof

is not permitted by the Delaware General Corporation Law (“DGCL”).

Our certificate of incorporation also

permits us to maintain insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless

of whether Delaware law would permit such indemnification.

We have purchased a policy of directors’ and officers’ liability

insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances

and insures us against our obligations to indemnify our officers and directors.

These provisions may discourage stockholders

from bringing a lawsuit against our directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing

the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit

us and our stockholders.

Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement

and damage awards against officers and directors pursuant to these indemnification provisions.

We believe that these provisions and the

insurance are necessary to attract and retain talented and experienced officers and directors.

EXECUTIVE COMPENSATION

2025 Summary Compensation Table

following summary compensation table provides information regarding the compensation earned during our fiscal years ended December 31,

2024 and 2023 to certain of our executive officers, who we collectively refer to as our “named executive officers” or “NEOs”.

The following summary compensation table

provides information regarding the compensation earned during our fiscal years ended December 31, 2025 and 2024 to certain of our executive

officers, who we collectively refer to as our “named executive officers” or “NEOs”.

Name and Principal Position

8 unchanged sentences

Chief Business Officer and President

reflect the aggregate grant-date fair value of stock awards computed in accordance with the

Financial Accounting Standards Board’s Accounting Standards Codification Topic 718.

Amounts reflect the aggregate grant-date fair value of stock awards computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718.

See Note 6 – Stockholders’ Equity (Deficit) – Stock Options.

healthcare benefits and 401(k) contribution of $19,326 and $0, respectively, for the fiscal

year ended December 31, 2024.

Rosén agreed to defer all salary compensation and to reduce his salary to

$84,000 beginning on October 1, 2023.

The deferred compensation is recorded in accrued compensation

as of December 31, 2023.

No interest was accrued or due on the deferred compensation for

September 29, 2023, Mr.

Rosén agreed to forgive $1,433,938 of earned compensation in exchange for 710,344 options to purchase

common stock, 430,181 restricted stock units, and $179,242 to be paid out as a bonus upon an IPO.

The options to purchase common stock

have a strike price of $1.33.

On December 18, 2023, the restricted stock units issued on September 29, 2023 were cancelled and reissued

as part of an additional forgiveness, whereby Mr.

Rosén agreed to forgive the $179,242 of accrued bonus in exchange for 88,909

options to purchase common stock and an additional 67,215 restricted stock units (total of 497,392 restricted stock units).

to purchase common stock have a strike price of $1.33.

healthcare benefits and 401(k) contribution of $4,286 and $0, respectively, for

the fiscal year ended December 31, 2023.

healthcare benefits and 401(k) contribution of $0 and $0, respectively, for

the fiscal year ended December 31, 2024.

Elmasri, through his consulting company, Titan Advisory Services, LLC (“Titan”) agreed to defer all salary compensation and to reduce his salary to $250,000

beginning on February 1, 2023, and further reduced to $60,000 beginning on October 1, 2023.

The deferred compensation is recorded in accrued compensation as of December 31, 2023.

interest was accrued or due on the deferred compensation for 2023.

Elmasri and his wife are the only shareholders of Titan.

September 29, 2023, Mr.

Elmasri, on behalf of Titan, agreed to forgive $164,720 of earned compensation in exchange for 81,599 options to purchase common stock,

49,417 restricted stock units, and $45,000 to be paid out as a bonus upon an IPO.

The options to purchase common stock have a strike

price of $1.33.

On December 18, 2023, the restricted stock units issued on September 29, 2023 were cancelled and reissued as part of

an additional forgiveness, whereby Mr.

Elmasri agreed to forgive the $45,000 of accrued bonus in exchange for 22,320 options to purchase

common stock and an additional 16,875 restricted stock units (total of 66,292 restricted stock units).

The options to purchase common

stock have a strike price of $1.33.

healthcare benefits and 401(k) contribution of $0 and $0, respectively, for

the fiscal year ended December 31, 2023.

healthcare benefits and 401(k) contribution of $0 and $0, respectively, for

the fiscal year ended December 31, 2024.

Hayward agreed to defer all salary compensation and to reduce his salary to $67,200

beginning on October 1, 2023.

The deferred compensation is recorded in accrued compensation

as of December 31, 2023.

No interest was accrued or due on the deferred compensation for

September 29, 2023, Mr.

Hayward agreed to forgive $1,123,727 of earned compensation in exchange

for 556,672 options to purchase common stock, 337,118 restricted stock units, and $140,466

to be paid out as a bonus upon an IPO.

The options to purchase common stock have a strike

price of $1.33.

On December 18, 2023, the restricted stock units issued on September 29,

2023 were cancelled and reissued as part of an additional forgiveness, whereby Mr.

agreed to forgive the $140,466 of accrued bonus in exchange for 69,675 options to purchase

common stock and an additional 52,676 restricted stock units (total of 389,794 restricted

stock units).

The options to purchase common stock have a strike price of $1.33.

(10) Includes healthcare benefits and 401(k) contribution of $18,646 and $0 respectively, for the fiscal year ended December 31, 2023.

(11) Includes healthcare benefits and 401(k) contribution of $26,655 and $0

respectively, for the fiscal year ended December 31, 2024.

(12) During 2023, Mr.

Rosén agreed to defer all salary compensation and to reduce his salary to $48,000 beginning on October 1, 2023.

The deferred compensation

is recorded in accrued compensation as of December 31, 2023.

No interest was accrued or due on the deferred compensation for 2023.

On September 29,

Rosén agreed to forgive $477,382 of earned compensation in exchange for 234,998 options to purchase common stock, 142,316

restricted stock units, and $59,298 to be paid out as a bonus upon an IPO.

The options to purchase common stock have a strike price of

On December 18, 2023 the restricted stock units issued on September 29, 2023 were cancelled and reissued as part of an additional

forgiveness, whereby, Mr.

Rosén agreed to forgive the $59,298 of accrued bonus in exchange for 29,415 options to purchase common

stock and an additional 22,237 restricted stock units (total of 164,553 restricted stock units).

The options to purchase common stock

have a strike price of $1.33.

(13) Includes healthcare benefits and 401(k) contribution of $27,259 and $0

respectively, for the fiscal year ended December 31, 2023.

(14) Includes healthcare benefits and 401(k) contribution of $42,294 and $0

respectively, for the fiscal year ended December 31, 2024.

(15) During 2023, Ms.

Silva agreed to defer all salary compensation

of salary and to reduce her salary to $60,000 beginning on October 1, 2023.

The deferred compensation is recorded in accrued compensation

as of December 31, 2023.

No interest was accrued or due on the deferred compensation for 2023.

On September 29, 2023, Ms.

Silva agreed to forgive $317,774

of earned compensation in exchange for 157,418 options to purchase common stock, 95,333 restricted stock units, and $39,722 to be paid

out as a bonus upon an IPO.

On December 18, 2023 the restricted stock units issued on September 29, 2023 were cancelled and reissued as

part of an additional forgiveness, whereby, Ms.

Silva agreed to forgive the $39,722 of accrued bonus in exchange for 19,703 options to

purchase common stock and an additional 14,895 restricted stock units (total of 110,227 restricted stock units).

The options to purchase

common stock have a strike price of $1.33.

(16) Includes healthcare benefits and 401(k) contribution of $35,000 and $0

respectively, for the fiscal year ended December 31, 2023.

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors reserves

the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for

services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance-based

stock options to date , the Board of Directors reserves the right to grant such options in the future, if the Board in its sole

determination believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such

bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount

of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Stock-Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award

our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board

of Directors.

Employment Agreements

Agreement with Christer Rosén, dated as of September 1, 2021

Rosén’s agreement provides that he will serve as the Chief Executive Officer of the Company and provides that he will

be paid an annual base salary of $420,000.

Rosén is eligible to receive an annual cash bonus, with the target amount of

the bonus equal to 50% of the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or

less than the target amount, and will ultimately be determined by the Board.

Employment Agreement with Christer Rosén, dated as of December 18, 2023

Rosén’s employment agreement was amended on December 18, 2023.

The amendment reduces Mr.

Rosén’s annual

base salary from $420,000 to $84,000, effective retrospectively to October 1, 2023, until the time that the Company has raised additional

capital from the sale of its securities in the amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the

Reduction Period, the base salary shall be adjusted to be 105% the original base salary.

The remainder of the original agreement shall

remain in full force.

Agreement with Marshall Hayward, dated as of September 1, 2021

Hayward’s agreement provides that he will serve as the Chief Scientific Officer of the Company and that he will be paid an annual

base salary of $336,000.

Hayward is eligible to receive an annual cash bonus, with the target amount of the bonus equal to 30% of

the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or less than such target amount,

and will ultimately be determined by the Board.

Employment Agreement with Marshall Hayward, dated as of December 18, 2023

Hayward’s employment agreement was amended on December 18, 2023.

Includes healthcare benefits and 401(k) contribution of $20,407 and $19,326, respectively, for the fiscal years ended December 31, 2025 and 2024.

On July 2, 2025, the Compensation

Committee of the board of directors (the “Compensation Committee”) of Jupiter Neurosciences, Inc.

“Company”), after review of the Company’s Final 2025 Budget, approved equity incentives to compensate certain

officers of the Company for their role in the success of the Company’s initial public offering completed in December 2024 and

their willingness to forgo additional compensation and forgive debts owed to them by the Company.

The equity incentives approved by the Compensation Committee consisted of stock options granted to the following individuals pursuant to the

Company’s 2023 Equity Incentive Plan:

Alison Silva, Chief Business Officer, received a grant of 255,320 options and Saleem

Elmasri, Chief Financial Officer, received a grant of 102,128 options.

The stock options have an exercise price of $1.19 per share,

representing the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant.

options have a ten (10) year term and vest in equal installments over a three (3) year period beginning on the grant date of July 2,

2025, subject to the officers’ continued employment at the time of vesting.

Includes healthcare benefits and 401(k) contribution of $15,665 and $26,655, respectively, for the fiscal years ended December 31, 2025 and 2024.

Includes healthcare benefits and 401(k) contribution of $16,779 and $42,294 respectively, for the fiscal years ended December 31, 2025 and 2024.

Executive Compensation Philosophy

Our Board of Directors determines the

compensation given to our executive officers in their sole determination.

Our Board of Directors reserves the right to pay our executives

or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award

incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance.

may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives

with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance-based stock options

to date , the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes

such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive

bonuses to our executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best

interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month,

which revenue is a direct result of the actions and ability of such executives.

Long-Term, Stock-Based Compensation

In order to attract, retain and motivate

executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives

with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

NEO Employment Agreements

Employment Agreement with Christer Rosén, dated

as of September 1, 2021

Rosén’s agreement provides

that he will serve as the Chief Executive Officer of the Company and provides that he will be paid an annual base salary of $420,000.

Rosén is eligible to receive an annual cash bonus, with the target amount of the bonus equal to 50% of the base salary in

the year to which the bonus relates, and the actual amount of the bonus may be greater or less than the target amount, and will ultimately

be determined by the Board.

Amended Employment Agreement with Christer Rosén, dated

as of September 2, 2021

Rosen’s employment

agreement was amended to update the term of his employment to expire on the earlier of the third anniversary of the date of signing and

the termination of his employment in accordance with the terms of the agreement.

The amendment also clarifies that the executive’s

statements and assurances apply not only to shares of common stock issued to Mr.

Rosen but also to stock options granted to him.

Amended Employment Agreement with

Christer Rosén, dated as of December 18, 2023

Rosén’s employment agreement

was amended on December 18, 2023.

The amendment reduces Mr.

Rosén’s annual base salary from $420,000 to $84,000, effective

retrospectively to October 1, 2023, until the time that the Company has raised additional capital from the sale of its securities in the

amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the Reduction Period, the base salary shall be adjusted

to be 105% the original base salary.

The remainder of the original agreement shall remain in full force.

Upon the expiration of the Reduction Period, which occurred on December 4, 2024, the base salary was adjusted to

be 105% the original base.

Employment Agreement with Marshall Hayward, dated as of

September 1, 2021

Hayward’s agreement provides

that he will serve as the Chief Scientific Officer of the Company and that he will be paid an annual base salary of $336,000.

is eligible to receive an annual cash bonus, with the target amount of the bonus equal to 30% of the base salary in the year to which

the bonus relates, and the actual amount of the bonus may be greater or less than such target amount, and will ultimately be determined

by the Board.

Amended Employment Agreement with Marshall Hayward, dated

as of September 29, 2021

Hayward’s employment agreement

was amended to update the term of his employment to expire on the earlier of the third anniversary of the date of signing and the termination

of his employment in accordance with the terms of the agreement.

The amendment also clarifies that the executive’s statements and

assurances apply not only to shares of common stock issued to Dr.

Hayward but also to stock options granted to him.

Amended Employment Agreement with

Marshall Hayward, dated as of December 18, 2023

Hayward’s employment agreement

was amended on December 18, 2023.

The amendment reduces Dr.

Hayward’s annual base salary from $336,000 to $67,200, effective

retrospectively to October 1, 2023, until the time that the Company has raised additional capital from the sale of its securities in the

amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the Reduction Period, the base salary shall be adjusted

to be 105% the original base salary.

The remainder of the original agreement shall remain in full force.

Employment Agreement with Marshall Hayward, dated as of February 1, 2025

Hayward’s employment agreement was amended on February 1, 2025.

The amendment increased Dr.

Hayward’s annual base salary

from $336,000 to $67,200, effective retrospectively to October 1, 2023, until the time that the Company has raised additional capital

from the sale of its securities in the amount of $1,500,000 (the “Reduction Period”).

from $67,200 to $176,400.

The previously planned increase to $352,800 never went into effect.

Agreement with Alexander Rosen, dated as of June 1, 2021

Rosen’s agreement provides that he will serve as the Chief Administrative Officer of the Company and that he will be paid an

annual base salary of $240,000.

Rosen is eligible to receive an annual cash bonus, with the target amount of the bonus equal to 30%

of the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or less than such target

amount, and will ultimately be determined by the Board.

Amended Employment Agreement

with Alexander Rosen, dated as of September 29, 2021

Rosen’s employment agreement was amended to update the term of his employment to expire on the earlier of the third anniversary

of the date of signing and the termination of his employment in accordance with the terms of the agreement.

The amendment also clarifies

that the executive’s statements and assurances apply not only to shares of common stock issued to Mr.

Rosen but also to stock options

granted to him.

Employment Agreement with Alexander Rosen, dated as of December 18, 2023

Rosen’s employment agreement was amended on December 18, 2023.

The amendment reduces Mr.

Rosen’s annual base salary from

$240,000 to $48,000 effective retrospectively to October 1, 2023, until the time that the Company has raised additional capital from

the sale of its securities in the amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the Reduction

Period, the base salary shall be adjusted to be 105% the original base salary.

The remainder of the original agreement shall remain in

Applicable to All NEO Employment Agreements

of the employment agreements described above has a term of three years, which will be automatically extended for one or more additional

terms of one year each unless either party provides notice to the other party of their desire to not so renew the term at least 30 days

prior to the expiration of the then-current term.

Each of the agreements is “at will,” meaning that either party may terminate

the employment at any time and for any reason, subject to the provisions of the applicable agreement.

executive is entitled to fringe benefits consistent with the practices of the Company, and to the extent the Company provides similar

benefits to the Company’s executive officers, and is entitled to be reimbursed for all reasonable and necessary out-of-pocket business,

entertainment and travel expenses incurred in connection with the performance of their duties.

agreement may be terminated by the Company at any time, either with or without “Cause”, and by the applicable executive any

time, either with or without “Good Reason”.

“Cause” is defined as (i) violation of any material written rule

or policy of the Company for which violation any employee may be terminated pursuant to the written policies of the Company reasonably

applicable to an executive employee;

(ii) misconduct by the applicable executive to the material detriment of the Company;

applicable executive conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

(iv) the applicable executive’s gross negligence in the performance of their duties and responsibilities to the Company as described

in the agreement;

or the applicable executive’s material failure to perform their duties and responsibilities to the Company as

described in the agreement (other than any such failure resulting from their incapacity due to physical or mental illness or any such

failure subsequent to the applicable executive delivered a notice of termination without Cause by the Company or delivering a notice

of termination for Good Reason to the Company), in either case after written notice from the Board to the applicable executive of the

specific nature of such material failure and such executive’s failure to cure such material failure within 10 days following receipt

of such notice.

Reason” is defined as (i) at any time following a Change of Control (as defined below), a material diminution by the Company of

compensation and benefits (taken as a whole) provided to the applicable executive immediately prior to a Change of Control;

(ii) reduction

in base salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel;

the relocation of the applicable executive’s principal executive office to a location more than 50 miles further from their principal

executive office immediately prior to such relocation;

or (iv) a material breach by the Company of any of the terms and conditions of

the agreement which the Company fails to correct within 10 days after the Company receives written notice from the applicable executive

of such violation.

“Change of Control” will be deemed to have occurred if, after the effective date of the applicable agreement, (i) the beneficial

ownership (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than 50% of the combined voting power of

the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company,

any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii)

the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior

to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in

Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power

of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation,

if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or

(iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition

by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the

voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition,

in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

the Company terminates any executive’s employment for “Cause”, or the applicable executive terminates their employment

without “Good Reason”, then the Company will pay to the applicable executive any unpaid base salary and benefits then owed

or accrued, and any unreimbursed expenses, any unvested portion of any equity granted to the applicable executive under the agreement

or any other agreements with the Company will immediately be forfeited as of the termination date without any further action of the parties;

and all of the parties’ rights and obligations under the applicable agreement cease, other than such rights or obligations which

arose prior to the termination date or in connection with such termination, and subject to those provisions which survive the termination.

the Company terminates the applicable executive’s employment without “Cause”, or the applicable executive terminates

their employment with “Good Reason”, the Company will pay to the applicable executive any base salary and benefits then owed

or accrued and any unreimbursed expenses;

the Company will pay to the applicable executive an amount in cash equal to the target annual

performance bonus for which they would have been eligible with respect to the year in which termination of their employment occurs multiplied

by a portion of the year for which the agreement was in place;

the Company will continue to pay to the applicable executive the base

salary that would have been paid to them for the following 12 month period, assuming that the agreement and the term had remained in

any equity grant already made to the applicable executive will, to the extent not already vested, be deemed automatically vested;

and all of the parties’ rights and obligations under the agreement cease, other than such rights or obligations which arose prior

to the termination date or in connection with such termination, and subject to those provisions which survive the termination.

of the agreements also provides for certain “gross-up payments” being payable to the applicable executive if it is determined

that any payment or benefit provided to the executive under the agreement or otherwise, whether or not in connection with a Change of

Control would constitute an “excess parachute payment” within the meaning of section 280G of the Internal Revenue Code of

1986, as amended (the “Code”), such that the payment would be subject to an excise tax under section 4999 of the Code.

of the agreements contains customary confidentiality provisions, and customary provisions relating to intellectual property created by

the executive (i.e., a “work-made-for-hire” provision).

of the agreements also contains a customary non-solicitation provision, wherein the executive agrees that they shall not, directly or

indirectly solicit or discuss with any employee of Company the employment of such Company employee by any other commercial enterprise

other than Company, nor recruit, attempt to recruit, hire or attempt to hire any such Company employee on behalf of any commercial enterprise

other than Company, provided that this provision does not prohibit the executive from undertaking a general recruitment advertisement

provided that the foregoing is not targeted towards any person identified above, or from hiring, employing or engaging any such person

who responds to such general recruitment advertisement.

The remainder of the original agreement shall remain

in full force.

Upon the expiration of the Reduction Period, which occurred on December 4, 2024, the base salary was adjusted to

be 105% the original base.

Agreement with Alison Silva, dated as of September 1, 2021

Silva’s agreement provides that she will serve as the President and Chief Business Officer of the Company and that she will be

paid an annual base salary of $300,000.

Silva is eligible to receive an annual cash bonus, with the target amount of the bonus equal

to 30% of the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or less than such

target amount, and will ultimately be determined by the Board.

Amended Employment Agreement with Alison Silva, dated as of September

Silva’s employment agreement

was amended to update the term of her employment to expire on the earlier of the third anniversary of the date of signing and the termination

of her employment in accordance with the terms of the agreement.

The amendment also clarifies that the executive’s statements and

assurances apply not only to shares of common stock issued to Ms.

Silva but also to stock options granted to her.

Employment Agreement with Alison Silva, dated as of December 18, 2023

Silva’s employment agreement was amended on December 18, 2023.

The amendment reduces Ms.

Silva’s annual base salary from

$300,000 to $60,000, effective retrospectively to October 1, 2023, until the time that the Company has raised additional capital

from the sale of its securities in the amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the

Reduction Period, the base salary shall be adjusted to be 105% the original base salary.

The remainder of the original agreement

shall remain in full force.

Upon the expiration of the Reduction Period, which occurred on December 4, 2024, the base salary was adjusted to

be 105% the original base.

Provisions Applicable to All NEO Employment Agreements

Each of the employment agreements described

above has a term of three years, which will be automatically extended for one or more additional terms of one year each unless either

party provides notice to the other party of their desire to not so renew the term at least 30 days prior to the expiration of the then-current

Each of the agreements is “at will,” meaning that either party may terminate the employment at any time and for any

reason, subject to the provisions of the applicable agreement.

Each executive is entitled to fringe benefits

consistent with the practices of the Company, and to the extent the Company provides similar benefits to the Company’s executive

officers, and is entitled to be reimbursed for all reasonable and necessary out-of-pocket business, entertainment and travel expenses

incurred in connection with the performance of their duties.

Each agreement may be terminated by the

Company at any time, either with or without “Cause”, and by the applicable executive any time, either with or without “Good

“Cause” is defined as (i) violation of any material written rule or policy of the Company for which violation

any employee may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee;

(ii) misconduct

by the applicable executive to the material detriment of the Company;

(iii) the applicable executive conviction (by a court of competent

jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

(iv) the applicable executive’s gross negligence

in the performance of their duties and responsibilities to the Company as described in the agreement;

or the applicable executive’s

material failure to perform their duties and responsibilities to the Company as described in the agreement (other than any such failure

resulting from their incapacity due to physical or mental illness or any such failure subsequent to the applicable executive delivered

a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either

case after written notice from the Board to the applicable executive of the specific nature of such material failure and such executive’s

failure to cure such material failure within 10 days following receipt of such notice.

“Good Reason” is defined as

(i) at any time following a Change of Control (as defined below), a material diminution by the Company of compensation and benefits (taken

as a whole) provided to the applicable executive immediately prior to a Change of Control;

(ii) reduction in base salary or target or

maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel;

(iii) the relocation of the applicable

executive’s principal executive office to a location more than 50 miles further from their principal executive office immediately

prior to such relocation;

or (iv) a material breach by the Company of any of the terms and conditions of the agreement which the Company

fails to correct within 10 days after the Company receives written notice from the applicable executive of such violation.

A “Change of Control” will

be deemed to have occurred if, after the effective date of the applicable agreement, (i) the beneficial ownership (as defined in Rule

13d-3 under the Exchange Act) of securities representing more than 50% of the combined voting power of the Company is acquired by any

“person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company,

or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation

of the Company with or into another corporation where the stockholders of the Company, immediately prior to the consolidation or merger,

would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act),

directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation

issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion

as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or

substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially

all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned

directly or indirectly by stockholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion

as their ownership of the Company immediately prior to such sale or disposition.

If the Company terminates any executive’s

employment for “Cause”, or the applicable executive terminates their employment without “Good Reason”, then the

Company will pay to the applicable executive any unpaid base salary and benefits then owed or accrued, and any unreimbursed expenses,

any unvested portion of any equity granted to the applicable executive under the agreement or any other agreements with the Company will

immediately be forfeited as of the termination date without any further action of the parties;

and all of the parties’ rights and

obligations under the applicable agreement cease, other than such rights or obligations which arose prior to the termination date or in

connection with such termination, and subject to those provisions which survive the termination.

If the Company terminates the applicable

executive’s employment without “Cause”, or the applicable executive terminates their employment with “Good Reason”,

the Company will pay to the applicable executive any base salary and benefits then owed or accrued and any unreimbursed expenses;

Company will pay to the applicable executive an amount in cash equal to the target annual performance bonus for which they would have

been eligible with respect to the year in which termination of their employment occurs multiplied by a portion of the year for which the

agreement was in place;

the Company will continue to pay to the applicable executive the base salary that would have been paid to them

for the following 12 month period, assuming that the agreement and the term had remained in effect;

any equity grant already made to the

applicable executive will, to the extent not already vested, be deemed automatically vested;

and all of the parties’ rights and

obligations under the agreement cease, other than such rights or obligations which arose prior to the termination date or in connection

with such termination, and subject to those provisions which survive the termination.

Each of the agreements also provides for

certain “gross-up payments” being payable to the applicable executive if it is determined that any payment or benefit provided

to the executive under the agreement or otherwise, whether or not in connection with a Change of Control would constitute an “excess

parachute payment” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),

such that the payment would be subject to an excise tax under section 4999 of the Code.

Each of the agreements contains customary

confidentiality provisions, and customary provisions relating to intellectual property created by the executive (i.e., a “work-made-for-hire”

Each of the agreements also contains a

customary non-solicitation provision, wherein the executive agrees that they shall not, directly or indirectly solicit or discuss with

any employee of Company the employment of such Company employee by any other commercial enterprise other than Company, nor recruit, attempt

to recruit, hire or attempt to hire any such Company employee on behalf of any commercial enterprise other than Company, provided that

this provision does not prohibit the executive from undertaking a general recruitment advertisement provided that the foregoing is not

targeted towards any person identified above, or from hiring, employing or engaging any such person who responds to such general recruitment

advertisement.

This provision applies for three years.

of the agreements also contains a customary non-compete provision, wherein the executive agrees that they will not, directly or indirectly:

(i) engage in any other business, association or relationship of any kind with any business which provides, in whole or in part, the

same or similar services and/or products offered by Company as part of its existing or developing businesses which directly or indirectly

competes with Company;

nor (ii) solicit or accept, or induce any person to reduce goods or services to Company, or in any manner assist

others in the solicitation, acceptance, or inducement of, any business transactions with Company’s existing and prospective clients,

accounts, suppliers and/or other persons or entities with whom Company has had business relationships (or whom Company had specifically

identified for a prospective business relationship).

Each of the agreements also contains a

customary non-compete provision, wherein the executive agrees that they will not, directly or indirectly:

(i) engage in any other business,

association or relationship of any kind with any business which provides, in whole or in part, the same or similar services and/or products

offered by Company as part of its existing or developing businesses which directly or indirectly competes with Company;

nor (ii) solicit

or accept, or induce any person to reduce goods or services to Company, or in any manner assist others in the solicitation, acceptance,

or inducement of, any business transactions with Company’s existing and prospective clients, accounts, suppliers and/or other persons

or entities with whom Company has had business relationships (or whom Company had specifically identified for a prospective business relationship).

This provision applies for nine months.

of the agreements contains a “Blue Pencil” provision, wherein if a court of competent jurisdiction determines that any of

the non-solicit or non-compete provisions are unenforceable, the court may substitute an enforceable restriction in place of any restriction

deemed unenforceable.

of the agreements is governed by Florida law, and contains customary representations and warranties and other miscellaneous provisions.

Consulting Agreement

December 31, 2022, the Company entered into a Master Services Agreement with Titan Advisory Services LLC (“Titan”), which is wholly-owned by Mr.

Elmasri and his wife, pursuant

to which the Titan will provide certain services to the Company (the “MSA”).

The MSA provides that the specific services

(the “Services”) will be described in separate Scopes of Work (“SOW”) which will constitute a part of the MSA.

The term of the MSA continues until 30 days after either party notifies the others that it desires to terminate the MSA.

Services, which commenced on January 1, 2023, are to be provided by Saleem Elmasri, and include Mr.

Elmasri serving as the Chief Financial

Officer of the Company, and having the following responsibilities:

(i) overall financial strategy implementation and execution;

overseeing forecasts and budgeting;

(iii) overseeing the Company’s finance/accounting department;

(iv) financial reporting;

(v) overseeing tax compliance.

Separately, Mr.

Elmasri has also been named as the Secretary of the Company.

MSA agreement provides that the Company shall pay Titan a monthly fee in the amount of $25,000 (annual fee in aggregate of $300,000 per

year) and that Mr.

Elmasri will be issued an option to acquire 562,500 shares of common stock, pursuant to a separate option agreement.

25% of the options are vested upon issuance, with the balance to vest in equal quarterly installments over the following 24 months, and

the option has a 10-year term.

The exercise price for the shares of common stock will be $1.33.

The options will accelerate and vest

immediately upon a merger, acquisition or other transaction that will be deemed a change of control of the Company.

Titan and Mr.

will be eligible to participate in additional incentive equity or cash compensation alongside the Company’s other executives, at

the sole discretion of the Company.

Any additional resources used by Titan to provide the Services, subject to prior approval by the

Company, will be billed to the Company at between $150 and $250 per hour, and the Company has also agreed to reimburse Titan for all

reasonable out-of-pocket expenses that Titan incurs in providing the Services.

MSA includes a customary confidentiality provision for the benefit of the Company, and also includes a non-solicitation provision pursuant

to which each party agrees that during the term of the MSA and for a period of one year thereafter, neither party will, without the prior

written consent of the other, engage in any way, employ, hire, or otherwise do business with any employee or former employee of the other

MSA provides that the Company will be solely responsible for the contents of the information it provides to Titan in connection with

the MSA, and the Company makes customary representations and warranties regarding such information.

The Company also agreed in the MSA

to indemnify Titan, its principals, employees and representatives, from and against any claims, losses, damages or any other liability

arising from or as a result of (i) Titan performing the Services or any other services requested by the Company, (ii) any claim by the

Company or any third party of any misrepresentation or reliance on any information resulting from the Services;

(iii) any claim by the

Company or any third party or governmental agency brought under the federal securities laws or other statutes, state statute, or common

law, or otherwise, or (iv) any claim by the Company or any third party in connection with the sale or issuance of any shares of the Company’s

stock, or other equity or debt of the Company.

The maximum liability of Titan that may arise out of the Services is limited to the total

fees paid to Titan for a particular SOW, unless Titan is found to be grossly negligent in its duties or acts with willful misconduct.

MSA contains customary miscellaneous provisions, including a no-assignment provision, and an agreement to submit any disputes to mediation,

or thereafter to arbitration if the mediation is not successful.

January 31, 2023, Titan agreed to reduce the monthly fee to $20,000 per month until the time that the Company has raised additional capital

from the sale of its securities in the amount of $1,500,000.

December 18, 2023, Titan agreed to reduce the monthly fee to $5,000 per month, effective retrospectively to October 1, 2023, until the

time that the Company has raised additional capital from the sale of its securities in the amount of $1,500,000 (the “Reduction

Upon the expiration of the Reduction Period, the base salary shall be adjusted to be 105% the original base salary.

December 17, 2024, the parties agreed that the Company would pay to Titan a monthly fee in the amount of $20,000 (amounting to an aggregate

annual fee of $240,000) for the 2025 calendar year.

In addition, Titan is eligible for cash bonuses and additional equity compensation,

at the Company’s discretion.

of Compensation

NEOs were provided with the following primary elements of compensation in 2024 and 2023:

Rosén and Marshall Hayward received a fixed base salary in an amount determined by the Board of Directors based on a number of

factors, including:

nature, responsibilities and duties of the officer’s position;

officer’s expertise, demonstrated leadership ability and prior performance;

officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation;

competitiveness of the market for the officer’s services.

“—2024 Summary Compensation Table.”

Option Grants

January 1, 2023, the Company granted non-qualified stock option to purchase 562,500 of common stock to Saleem Elmasri, CPA, as Chief

Financial Officer, at an exercise price of $1.33 per share.

September 29, 2023, the Company granted non-qualified stock options to purchase 710,344 of common stock to Christer Rosén at an

exercise price of $1.33 per share.

September 29, 2023, the Company granted non-qualified stock options to purchase 556,673 of common stock to Marshall Hayward at an exercise

price of $1.33 per share.

September 29, 2023, the Company granted non-qualified stock options to purchase 81,600 of common stock to Saleem Elmasri, CPA at an exercise

price of $1.33 per share.

December 18, 2023, the Company granted non-qualified stock options to purchase 88,909 of common stock to Christer Rosén at an

exercise price of $1.33 per share.

December 18, 2023, the Company granted non-qualified stock options to purchase 69,675 of common stock to Marshall Hayward at an exercise

price of $1.33 per share.

December 18, 2023, the Company granted non-qualified stock options to purchase 22,320 of common stock to Saleem Elmasri, CPA at an exercise

price of $1.33 per share.

2024 and 2023, our NEOs were reimbursed for healthcare expenses.

The amounts paid to our NEOs in respect of these benefits is reflected

above in “—2024 Summary Compensation Table.”

Each of the agreements contains a “Blue

Pencil” provision, wherein if a court of competent jurisdiction determines that any of the non-solicit or non-compete provisions

are unenforceable, the court may substitute an enforceable restriction in place of any restriction deemed unenforceable.

Each of the agreements is governed by

Florida law, and contains customary representations and warranties and other miscellaneous provisions.

Elements of Compensation

Our NEOs were provided with the following

primary elements of compensation in 2025 and 2024:

Christer Rosén and Marshall Hayward

received a fixed base salary in an amount determined by the Board of Directors based on a number of factors, including:

The nature, responsibilities and duties of the officer’s position;

The officer’s expertise, demonstrated leadership ability and prior performance;

The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation;

The competitiveness of the market for the officer’s services.

See “—2025 Summary Compensation

Stock Option Grants

On July 2, 2025, the Company granted non-qualified

stock options to purchase 102,128 of common stock to Saleem Elmasri, CPA at an exercise price of $1.19 per share.

On July 2, 2025, the Company granted non-qualified

stock options to purchase 255,320 of common stock to Alison Silva at an exercise price of $1.19 per share.

Other Benefits

In 2025 and 2024 our NEOs were reimbursed

for healthcare expenses.

The amounts paid to our NEOs in respect of these benefits is reflected above in “—2025 Summary Compensation

2023 Equity Incentive Plan

Board of Directors and shareholders holding a majority of the Company’s voting capital approved and adopted the 2023 Equity Incentive

Plan (the “2023 Plan”) on October 4, 2023, respectively.

The 2023 Plan authorizes the issuance of up to an aggregate maximum

of 4,012,785 shares of the common stock, subject to adjustment as described in the 2023 Plan.

The 2023 Plan shall be administered by

the Board or one or more committees appointed by the Board or another committee (“Administrator”).

The Administrator, in

its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms

of such awards.

The 2023 Plan authorizes the Company to grant stock options, stock appreciation rights, restricted shares, restricted

share unit, cash awards, other awards, and performance-based awards.

Awards may be granted to the Company’s officers, employees,

directors and consultants.

purpose of 2023 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through

the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

The Board may, at any time,

terminate or, from time to time, amend, modify or suspend this 2023 Plan, in whole or in part.

To the extent then required by applicable

law or any applicable stock exchange or required under the Internal Revenue Code to preserve the intended tax consequences of the 2023

Plan, or deemed necessary or advisable by the Board, the 2023 Plan and any amendment to the 2023 Plan shall be subject to stockholder

Unless earlier terminated by the Board, the 2023 Plan will terminate 10 years from the date of adoption.

total of 4,012,785 shares of the Company’s common stock are authorized for issuance pursuant to the 2023 Plan.

Subject to adjustment

as provided in the 2023 Plan, the maximum aggregate number of shares that may be issued under the 2023 Plan will be cumulatively increased

on January 1, 2024 and on each subsequent January 1, by a number of shares equal to the smaller of (i) 3% of the number of shares of

common stock issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Board.

Additionally,

if any award issued pursuant to the 2023 Plan expires or becomes exercisable without having been exercised in full, is surrendered pursuant

to an exchange program, as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units (“RSUs”),

performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares

(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto

will become available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).

With respect to stock appreciation

rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan;

all remaining

shares under stock appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).

Shares that have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available

for future distribution under the 2023 Plan;

provided, however, that if shares issued pursuant to awards of restricted stock, restricted

stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure

to vest, such shares will become available for future grant under the 2023 Plan.

Shares used to pay the exercise price of an award or

to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan.

To the extent

an award under the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares

available for issuance under the 2023 Plan.

Notwithstanding

the foregoing and, subject to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise

of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the

Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under

the 2023 Plan in accordance with the foregoing.

Administration

Board or one or more committees appointed by the Board will administer the 2023 Plan.

In addition, if the Company determines it is desirable

to qualify transactions under the 2023 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions

will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3.

Subject to the provisions of the

2023 Plan, the administrator has the power to administer the 2023 Plan and make all determinations deemed necessary or advisable for

administering the 2023 Plan, including the power to determine the fair market value of the Company’s common stock, select the service

providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for

use under the 2023 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards

may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award

or the shares relating thereto), construe and interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and

rescind rules relating to the 2023 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority

to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended

past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would

otherwise be due to such participant under an award.

The administrator also has the authority to allow participants the opportunity to

transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange

program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or

lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is

increased or reduced.

The administrator’s decisions, interpretations and other actions are final and binding on all participants.

under the 2023 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary,

members of the Company’s Board, or consultants engaged to render bona fide services to the Company or a subsidiary.

Incentive stock

options may be granted only to employees of the Company or a subsidiary.

options may be granted under the 2023 Plan.

The exercise price of options granted under the 2023 Plan generally must at least be equal

to the fair market value of the Company’s common stock on the date of grant.

The term of each option will be as stated in the applicable

award agreement;

provided, however, that the term may be no more than 10 years from the date of grant.

The administrator will determine

the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,

as well as other types of consideration permitted by applicable law.

After the termination of service of an employee, director or consultant,

they may exercise their option for the period of time stated in their option agreement.

In the absence of a specified time in an award

agreement, if termination is due to death or disability, the option will remain exercisable for 12 months.

In all other cases, in the

absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.

An option may not be exercised later than the expiration of its term.

Subject to the provisions of the 2023 Plan, the administrator determines

the other terms of options.

Appreciation Rights

appreciation rights may be granted under the 2023 Plan.

Stock appreciation rights allow the recipient to receive the appreciation in

the fair market value of the Company’s common stock between the exercise date and the date of grant.

The Board of Directors and stockholders

holding a majority of the Company’s voting capital approved and adopted the 2023 Equity Incentive Plan (the “2023 Plan”)

on October 4, 2023, respectively.

The 2023 Plan authorizes the issuance of up to an aggregate maximum of 4,012,785 shares of the common

stock, subject to adjustment as described in the 2023 Plan.

The 2023 Plan shall be administered by the Board or one or more committees

appointed by the Board or another committee (“Administrator”).

The Administrator, in its discretion, selects the individuals

to whom awards may be granted, the time or times at which such awards are granted, and the terms of such awards.

The 2023 Plan authorizes

the Company to grant stock options, stock appreciation rights, restricted shares, restricted share unit, cash awards, other awards, and

performance-based awards.

Awards may be granted to the Company’s officers, employees, directors and consultants.

The purpose of 2023 Plan is to promote

the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract,

motivate, retain and reward selected employees and other eligible persons.

The Board may, at any time, terminate or, from time to time,

amend, modify or suspend this 2023 Plan, in whole or in part.

To the extent then required by applicable law or any applicable stock exchange

or required under the Internal Revenue Code to preserve the intended tax consequences of the 2023 Plan, or deemed necessary or advisable

by the Board, the 2023 Plan and any amendment to the 2023 Plan shall be subject to stockholder approval.

Unless earlier terminated by

the Board, the 2023 Plan will terminate 10 years from the date of adoption.

Authorized Shares

A total of 4,012,785 shares of the Company’s

common stock are authorized for issuance pursuant to the 2023 Plan.

Subject to adjustment as provided in the 2023 Plan, the maximum aggregate

number of shares that may be issued under the 2023 Plan will be cumulatively increased on January 1, 2024 and on each subsequent January

1, by a number of shares equal to the smaller of (i) 3% of the number of shares of common stock issued and outstanding on the immediately

preceding December 31, or (ii) an amount determined by the Board.

Additionally, if any award issued pursuant

to the 2023 Plan expires or becomes exercisable without having been exercised in full, is surrendered pursuant to an exchange program,

as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units (“RSUs”), performance units or

performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares (or for awards other

than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto will become available

for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).

With respect to stock appreciation rights, only shares

actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan;

all remaining shares under stock

appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).

have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available for

future distribution under the 2023 Plan;

provided, however, that if shares issued pursuant to awards of restricted stock, restricted stock

units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure to vest,

such shares will become available for future grant under the 2023 Plan.

Shares used to pay the exercise price of an award or to satisfy

the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan.

To the extent an award under

the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for

issuance under the 2023 Plan.

Notwithstanding the foregoing and, subject

to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise of incentive stock options

will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the Internal Revenue Code of 1986,

as amended, and regulations promulgated thereunder, any shares that become available for issuance under the 2023 Plan in accordance with

the foregoing.

Plan Administration

The Board or one or more committees appointed

by the Board will administer the 2023 Plan.

In addition, if the Company determines it is desirable to qualify transactions under the 2023

Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions will be structured with the intent

that they satisfy the requirements for exemption under Rule 16b-3.

Subject to the provisions of the 2023 Plan, the administrator has the

power to administer the 2023 Plan and make all determinations deemed necessary or advisable for administering the 2023 Plan, including

the power to determine the fair market value of the Company’s common stock, select the service providers to whom awards may be granted,

determine the number of shares covered by each award, approve forms of award agreements for use under the 2023 Plan, determine the terms

and conditions of awards (including the exercise price, the time or times at which the awards may be exercised, any vesting acceleration

or waiver or forfeiture restrictions and any restriction or limitation regarding any award or the shares relating thereto), construe and

interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and rescind rules relating to the 2023 Plan, including

creating sub-plans and modify or amend each award, including the discretionary authority to extend the post-termination exercisability

period of awards (provided that no option or stock appreciation right will be extended past its original maximum term), and to allow a

participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an

The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial institution

or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered

or cancelled in exchange for awards of the same type which may have a higher or lower exercise price or different terms, awards of a different

type or cash, or by which the exercise price of an outstanding award is increased or reduced.

The administrator’s decisions, interpretations

and other actions are final and binding on all participants.

Awards under the 2023 Plan, other than

incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary, members of the Company’s

Board, or consultants engaged to render bona fide services to the Company or a subsidiary.

Incentive stock options may be granted only

to employees of the Company or a subsidiary.

Stock Options

Stock options may be granted under the

The exercise price of options granted under the 2023 Plan generally must at least be equal to the fair market value of the

Company’s common stock on the date of grant.

The term of each option will be as stated in the applicable award agreement;

however, that the term may be no more than 10 years from the date of grant.

The administrator will determine the methods of payment of

the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types

of consideration permitted by applicable law.

After the termination of service of an employee, director or consultant, they may exercise

their option for the period of time stated in their option agreement.

In the absence of a specified time in an award agreement, if termination

is due to death or disability, the option will remain exercisable for 12 months.

In all other cases, in the absence of a specified time

in an award agreement, the option will remain exercisable for three months following the termination of service.

An option may not be

exercised later than the expiration of its term.

Subject to the provisions of the 2023 Plan, the administrator determines the other terms

Stock Appreciation Rights

may not have a term exceeding 10 years.

After the termination of service of an employee, director or consultant, they may exercise their

stock appreciation right for the period of time stated in their stock appreciation right agreement.

In the absence of a specified time

in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months.

In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for

three months following the termination of service.

However, in no event may a stock appreciation right be exercised later than the expiration

Subject to the provisions of the 2023 Plan, the administrator determines the other terms of stock appreciation rights, including

when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company’s common

stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock

appreciation right will be no less than 100% of the fair market value per share on the date of grant.

stock may be granted under the 2023 Plan.

Restricted stock awards are grants of shares of the Company’s common stock that vest

in accordance with terms and conditions established by the administrator.

The administrator will determine the number of shares of restricted

stock granted to any employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions

of such awards.

The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator

may set restrictions based on the achievement of specific performance goals or continued service to the Company);

provided, however,

that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting,

unless the administrator provides otherwise.

Shares of restricted stock that do not vest are subject to the Company’s right of

repurchase or forfeiture.

may be granted under the 2023 Plan.

RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of

the Company’s common stock.

Subject to the provisions of the 2023 Plan, the administrator determines the terms and conditions of

RSUs, including the vesting criteria and the form and timing of payment.

The administrator may set vesting criteria based upon the achievement

of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state

securities laws or any other basis determined by the administrator in its discretion.

The administrator, in its sole discretion, may

pay earned RSUs in the form of cash, in shares of the Company’s common stock or in some combination thereof.

Notwithstanding the

foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Units and Performance Shares

units and performance shares may be granted under the 2023 Plan.

Performance units and performance shares are awards that will result

in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest.

administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which

they are met, will determine the number or the value of performance units and performance shares to be paid out to participants.

administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals

(including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator

in its discretion.

After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce

or waive any performance criteria or other vesting provisions for such performance units or performance shares.

Performance units shall

have an initial dollar value established by the administrator on or prior to the grant date.

Performance shares shall have an initial

value equal to the fair market value of the Company’s common stock on the grant date.

The administrator, in its sole discretion,

may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

2023 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)

Stock appreciation rights may be granted

under the 2023 Plan.

The 2023 Plan includes a maximum limit of $750,000 of equity awards that may be granted to a non-employee director

in any fiscal year, increased to $1,500,000 in connection with his or her initial service.

For purposes of this limitation, the value

of equity awards is based on the grant date fair value (determined in accordance with accounting principles generally accepted in the

United States).

Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other

than as a non-employee director), will not count for purposes of the limitation.

The maximum limit does not reflect the intended size

of any potential compensation or equity awards to the Company’s non-employee directors.

Non-transferability

the administrator provides otherwise, the 2023 Plan generally does not allow for the transfer of awards and only the recipient of an

award may exercise an award during their lifetime.

If the administrator makes an award transferrable, such award will contain such additional

terms and conditions as the administrator deems appropriate.

the event of certain changes in the Company’s capitalization, to prevent diminution or enlargement of the benefits or potential

benefits available under the 2023 Plan, the administrator will adjust the number and class of shares that may be delivered under the

2023 Plan or the number, and price of shares covered by each outstanding award and the numerical share limits set forth in the 2023 Plan.

or Liquidation

the event of the Company’s proposed liquidation or dissolution, the administrator will notify participants as soon as practicable

and all awards will terminate immediately prior to the consummation of such proposed transaction.

or Change in Control

2023 Plan provides that in the event of the Company’s merger with or into another corporation or entity or a “change in control”

(as defined in the 2023 Plan), each outstanding award will be treated as the administrator determines, including, without limitation,

that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or

an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices;

(ii) upon written notice to a participant,

that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control;

(iii) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse,

in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines,

terminate upon or immediately prior to the effectiveness of such merger or change in control;

(iv) (A) the termination of an award in

exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award

or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,

if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained

upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by the Company without

payment) or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion;

(v) any combination of the foregoing.

The administrator will not be obligated to treat all awards, all awards a participant holds, or

all awards of the same type, similarly.

In the event that awards (or portion thereof) are not assumed or substituted for in the event

of a merger or change in control, the participant will fully vest in and have the right to exercise all of their outstanding options

and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions

on restricted stock and RSUs will lapse and, with respect to awards with performance-based vesting, all performance goals or other vesting

criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided

otherwise under the applicable award agreement or other written agreement between the participant and the Company or any of the Company’s

subsidiaries or parents, as applicable.

If an option or stock appreciation right is not assumed or substituted in the event of a merger

or change in control, the administrator will notify the participant in writing or electronically that the option or stock appreciation

right will be exercisable for a period of time determined by the administrator in its sole discretion and the vested option or stock

appreciation right will terminate upon the expiration of such period.

awards granted to an outside director, the outside director will fully vest in and have the right to exercise all of their outstanding

options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse and, for awards with performance-based

vesting, unless specifically provided for in the award agreement, all performance goals or other vesting criteria will be deemed achieved

at 100% of target levels and all other terms and conditions met.

will be subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national

securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall

Street Reform and Consumer Protection Act or other applicable laws.

The administrator also may specify in an award agreement that the

participant’s rights, payments or benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment

upon the occurrence of certain specified events.

The Board may require a participant to forfeit, return or reimburse the Company all

or a portion of the award or shares issued under the award, any amounts paid under the award and any payments or proceeds paid or provided

upon disposition of the shares issued under the award in order to comply with such clawback policy or applicable laws.

and Termination

administrator has the authority to amend, suspend or terminate the 2023 Plan provided such action does not impair the existing rights

of any participant.

The 2023 Plan automatically will terminate on October 4, 2033, unless it is terminated sooner.

to our 2024 initial public offering, we did not have a formal policy to compensate our non-employee directors.

Following our initial

public offering, our non-employee directors are eligible to receive the following cash retainers and equity awards.

The retainers will

be payable in four equal installments in each calendar quarter and will be payable within five business days of the end of each calendar

quarter, and with such amount for any partial calendar quarter being appropriately prorated.

Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the Company’s

common stock between the exercise date and the date of grant.

Stock appreciation rights may not have a term exceeding 10 years.

the termination of service of an employee, director or consultant, they may exercise their stock appreciation right for the period of

time stated in their stock appreciation right agreement.

In the absence of a specified time in an award agreement, if termination is due

to death or disability, the stock appreciation rights will remain exercisable for 12 months.

In all other cases, in the absence of a specified

time in an award agreement, the stock appreciation rights will remain exercisable for three months following the termination of service.

However, in no event may a stock appreciation right be exercised later than the expiration of its term.

Subject to the provisions of the

2023 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and

whether to pay any increased appreciation in cash or with shares of the Company’s common stock, or a combination thereof, except

that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than

100% of the fair market value per share on the date of grant.

Restricted Stock

Restricted stock may be granted under

the 2023 Plan.

Restricted stock awards are grants of shares of the Company’s common stock that vest in accordance with terms and

conditions established by the administrator.

The administrator will determine the number of shares of restricted stock granted to any

employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions of such awards.

The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions

based on the achievement of specific performance goals or continued service to the Company);

provided, however, that the administrator,

in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Recipients of restricted stock awards

generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator

provides otherwise.

Shares of restricted stock that do not vest are subject to the Company’s right of repurchase or forfeiture.

Restricted Stock Units

RSUs may be granted under the 2023 Plan.

RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of the Company’s common stock.

to the provisions of the 2023 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and

the form and timing of payment.

The administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business

unit or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined

by the administrator in its discretion.

The administrator, in its sole discretion, may pay earned RSUs in the form of cash, in shares

of the Company’s common stock or in some combination thereof.

Notwithstanding the foregoing, the administrator, in its sole discretion,

may accelerate the time at which any vesting requirements will be deemed satisfied.

Performance Units and Performance

Performance units and performance shares

may be granted under the 2023 Plan.

Performance units and performance shares are awards that will result in a payment to a participant

only if performance goals established by the administrator are achieved or the awards otherwise vest.

The administrator will establish

performance objectives or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine

the number or the value of performance units and performance shares to be paid out to participants.

The administrator may set performance

objectives based on the achievement of Company-wide, divisional, business unit or individual goals (including continued employment or

service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion.

grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria

or other vesting provisions for such performance units or performance shares.

Performance units shall have an initial dollar value established

by the administrator on or prior to the grant date.

Performance shares shall have an initial value equal to the fair market value of the

Company’s common stock on the grant date.

The administrator, in its sole discretion, may pay earned performance units or performance

shares in the form of cash, in shares or in some combination thereof.

Non-Employee Directors

The 2023 Plan provides that all non-employee

directors will be eligible to receive all types of awards (except for incentive stock options) under the 2023 Plan.

The 2023 Plan includes

a maximum limit of $750,000 of equity awards that may be granted to a non-employee director in any fiscal year, increased to $1,500,000

in connection with his or her initial service.

For purposes of this limitation, the value of equity awards is based on the grant date

fair value (determined in accordance with accounting principles generally accepted in the United States).

Any equity awards granted to

a person for their services as an employee, or for their services as a consultant (other than as a non-employee director), will not count

for purposes of the limitation.

The maximum limit does not reflect the intended size of any potential compensation or equity awards to

the Company’s non-employee directors.

Non-transferability of Awards

Unless the administrator provides otherwise,

the 2023 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during their

If the administrator makes an award transferrable, such award will contain such additional terms and conditions as the administrator

deems appropriate.

Certain Adjustments

In the event of certain changes in the

Company’s capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the 2023 Plan,

the administrator will adjust the number and class of shares that may be delivered under the 2023 Plan or the number, and price of shares

covered by each outstanding award and the numerical share limits set forth in the 2023 Plan.

Dissolution or Liquidation

In the event of the Company’s proposed

liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately

prior to the consummation of such proposed transaction.

Merger or Change in Control

The 2023 Plan provides that in the event

of the Company’s merger with or into another corporation or entity or a “change in control” (as defined in the 2023

Plan), each outstanding award will be treated as the administrator determines, including, without limitation, that (i) awards will be

assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof)

with appropriate adjustments as to the number and kind of shares and prices;

(ii) upon written notice to a participant, that the participant’s

awards will terminate upon or immediately prior to the consummation of such merger or change in control;

(iii) outstanding awards will

vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse, in whole or in part, prior to or

upon consummation of such merger or change in control and, to the extent the administrator determines, terminate upon or immediately prior

to the effectiveness of such merger or change in control;

(iv) (A) the termination of an award in exchange for an amount of cash or property,

if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights

as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction

the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the

participant’s rights, then such award may be terminated by the Company without payment) or (B) the replacement of such award with

other rights or property selected by the administrator in its sole discretion;

or (v) any combination of the foregoing.

The administrator

will not be obligated to treat all awards, all awards a participant holds, or all awards of the same type, similarly.

In the event that

awards (or portion thereof) are not assumed or substituted for in the event of a merger or change in control, the participant will fully

vest in and have the right to exercise all of their outstanding options and stock appreciation rights, including shares as to which such

awards would not otherwise be vested or exercisable, all restrictions on restricted stock and RSUs will lapse and, with respect to awards

with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all

other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award agreement or other written

agreement between the participant and the Company or any of the Company’s subsidiaries or parents, as applicable.

If an option or

stock appreciation right is not assumed or substituted in the event of a merger or change in control, the administrator will notify the

participant in writing or electronically that the option or stock appreciation right will be exercisable for a period of time determined

by the administrator in its sole discretion and the vested option or stock appreciation right will terminate upon the expiration of such

For awards granted to an outside director,

the outside director will fully vest in and have the right to exercise all of their outstanding options and stock appreciation rights,

all restrictions on restricted stock and RSUs will lapse and, for awards with performance-based vesting, unless specifically provided

for in the award agreement, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels and all other

terms and conditions met.

Awards will be subject to any Company

clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association

on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection

Act or other applicable laws.

The administrator also may specify in an award agreement that the participant’s rights, payments or

benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain

specified events.

The Board may require a participant to forfeit, return or reimburse the Company all or a portion of the award or shares

issued under the award, any amounts paid under the award and any payments or proceeds paid or provided upon disposition of the shares

issued under the award in order to comply with such clawback policy or applicable laws.

Amendment and Termination

The administrator has the authority to

amend, suspend or terminate the 2023 Plan provided such action does not impair the existing rights of any participant.

The 2023 Plan automatically

will terminate on October 4, 2033, unless it is terminated sooner.

Equity Awards as of December 31, 2025

following table sets forth information concerning outstanding equity awards held by each of our named executive officers as of December

Option awards

Number of securities underlying unexercised options exercisable (#)

Number of securities underlying unexercised options unexercisable (#)

Option exercise price ($/share)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units that have not vested ($)

Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested (#)

Equity incentive plan awards:

Market or payout value of unearned shares, units or other rights that have not vested ($)

Christer Rosén

Saleem Elmasri

Marshall Hayward

Alexander Rosén

Director Compensation

Prior to our 2024 initial public offering,

we did not have a formal policy to compensate our non-employee directors.

Following our initial public offering, our non-employee directors

are eligible to receive the following cash retainers and equity awards.

The retainers will be payable in four equal installments in each

calendar quarter and will be payable within five business days of the end of each calendar quarter, and with such amount for any partial

calendar quarter being appropriately prorated.

Annual Retainer for Board Membership

7 unchanged sentences

Annual service as chair of the nominating and corporate governance committee

initial election to our board of directors, each non-employee director will be granted an option to acquire up to 18,000 shares of the

common stock at an exercise price of $5.00 per share (subject to customary adjustments), which options shall vest ratably over 36 months,

subject to the director continuing to serve as a director of the Company during such period, pursuant to the Option Award Agreement.

During the term of the independent director agreements, the Company will reimburse each director for all reasonable out-of-pocket expenses

incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies,

practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

Any reimbursements

for allocated expenses (as compared to out-of-pocket expenses of the director in excess of $500) must be approved in advance by the Company.

than as set forth in the table below and as described more fully below, we did not pay any compensation or make any equity awards or

non-equity awards to any of our non-employee directors during 2024.

Directors may be reimbursed for travel and other expenses directly

related to their activities as directors.

Directors who also serve as employees receive no additional compensation for their service

as directors.

During 2024, each of Christer Rosén, our Chief Executive Officer, Marshall Hayward, our Chief Scientific Officer,

and Alison Silva, our President and Chief Business Officer, was a member of our board of directors, as well as an employee, and therefore,

received no additional compensation for their services as a director.

See “—2024 Summary Compensation Table” for more

information about compensation to our NEOs for 2024 and 2023.

The following table presents the total compensation for each person who

served as a non-employee director during 2024.

Director Compensation Table

Fees Earned or Paid in Cash

September 8, 2021, the Company entered into Independent Director Agreements with each of Allison Brady, Holger Weis, Julie Kampf and

Nick Hemmerly (each, a “Director”) relating to their service as independent directors of the Company.

to each of the agreements, the Director agreed to serve as an independent director of the Company and to perform the duties consistent

with such position.

In addition, pursuant to their respective agreements, Ms.

Brady agreed to serve as a member of the Compensation Committee

and Audit Committee;

Upon initial election to our board of

directors, each non-employee director will be granted an option to acquire up to 18,000 shares of the common stock at an exercise price

of $5.00 per share (subject to customary adjustments), which options shall vest ratably over 36 months, subject to the director continuing

to serve as a director of the Company during such period, pursuant to the Option Award Agreement.

During the term of the independent director

agreements, the Company will reimburse each director for all reasonable out-of-pocket expenses incurred by the director in attending any

in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company

for submission of expense reports, receipts or similar documentation of such expenses.

Any reimbursements for allocated expenses (as compared

to out-of-pocket expenses of the director in excess of $500) must be approved in advance by the Company.

Other than as set forth in the table below

and as described more fully below, we did not pay any compensation or make any equity awards or non-equity awards to any of our non-employee

directors during 2025.

Directors may be reimbursed for travel and other expenses directly related to their activities as directors.

who also serve as employees receive no additional compensation for their service as directors.

During 2025, each of Christer Rosén,

our Chief Executive Officer, Marshall Hayward, our Chief Scientific Officer, and Alison Silva, our President and Chief Business Officer,

was a member of our board of directors, as well as an employee, and therefore, received no additional compensation for their services

as a director.

See “—2025 Summary Compensation Table” for more information about compensation to our NEOs for 2025 and

The following table presents the total compensation for each person who served as a non-employee director during 2025 and 2024.

2025 and 2024 Director

Compensation Table

Earned or Paid in Cash ($)

Director Agreements

On September 8, 2021, the Company entered

into Independent Director Agreements with each of Allison Brady, Holger Weis, Julie Kampf and Nick Hemmerly (each, a “Director”)

relating to their service as independent directors of the Company.

Pursuant to each of the agreements, the

Director agreed to serve as an independent director of the Company and to perform the duties consistent with such position.

pursuant to their respective agreements, Ms.

Brady agreed to serve as a member of the Compensation Committee and Audit Committee;

Weis agreed to serve as a member of the Nomination Committee and the Chairman of the Audit Committee;

agreed to serve as a member of the Compensation Committee and as Chairman of the Nomination Committee of the Board;

agreed to serve as Chairman of the Compensation Committee as well as a member of the Audit Committee and Nominating Committee.

of the Directors confirmed that the Director is independent (as such term has been construed under Delaware law with respect to directors

of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange).

Each Director also confirmed

that, to their knowledge, (a) that Director does not possess material business, close personal relationships or other affiliations, or

any history of any such material business, close personal relationships or other affiliations, with the Company’s significant equity

or debt holders or any of their respective corporate affiliates that would cause that Director to be unable to (i) exercise independent

judgment based on the best interests of the Company or (ii) make decisions and carry out that Director’s responsibilities as a

director of the Company, in each case in accordance with the terms of the Company’s governing documents and applicable law, and

(b) that they have no existing relationship or affiliation of any kind with any entity that the applicable Director knows to be a competitor

of the Company.

of the agreements continues until the earliest of (a) such time as the Director resigns or is removed in accordance with the Company’s

governing documents, and (b) the death of the Director.

Directors are compensated as follows under their respective agreements:

of the Directors will be paid $30,000 annually for their service as directors, to be paid $7,500 each calendar quarter, with the amount

for any partial calendar quarter being appropriately prorated.

In addition, the Company agreed that, on October 1, 2021, the Company

will issue to each Director an option to acquire up to 67,500 shares of the common stock at an exercise price of $1.33 per share, which

options will vest ratably over 36 months subject to the applicable Director continuing to serve as a director of the Company during such

The option grants were made pursuant to an Option Award Agreement as attached to each of their respective agreements.

addition, the applicable agreements provide that the Directors will be compensated as follows in connection with their service on Committees

of the Board.

Kampf agreed to serve as a member

of the Compensation Committee and as Chairman of the Nomination Committee of the Board;

Hemmerly agreed to serve as Chairman of

the Compensation Committee as well as a member of the Audit Committee and Nominating Committee.

Each of the Directors confirmed that the

Director is independent (as such term has been construed under Delaware law with respect to directors of Delaware corporations and the

OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange).

Each Director also confirmed that, to their knowledge, (a) that

Director does not possess material business, close personal relationships or other affiliations, or any history of any such material business,

close personal relationships or other affiliations, with the Company’s significant equity or debt holders or any of their respective

corporate affiliates that would cause that Director to be unable to (i) exercise independent judgment based on the best interests of the

Company or (ii) make decisions and carry out that Director’s responsibilities as a director of the Company, in each case in accordance

with the terms of the Company’s governing documents and applicable law, and (b) that they have no existing relationship or affiliation

of any kind with any entity that the applicable Director knows to be a competitor of the Company.

Each of the agreements continues until

the earliest of (a) such time as the Director resigns or is removed in accordance with the Company’s governing documents, and (b)

the death of the Director.

The Directors are compensated as follows

under their respective agreements:

Each of the Directors will be paid $30,000

annually for their service as directors, to be paid $7,500 each calendar quarter, with the amount for any partial calendar quarter being

appropriately prorated.

In addition, the Company agreed that, on October 1, 2021, the Company will issue to each Director an option to

acquire up to 67,500 shares of the common stock at an exercise price of $1.33 per share, which options will vest ratably over 36 months

subject to the applicable Director continuing to serve as a director of the Company during such period.

The option grants were made pursuant

to an Option Award Agreement as attached to each of their respective agreements.

In addition, the applicable agreements

provide that the Directors will be compensated as follows in connection with their service on Committees of the Board.

For as long as Ms.

Brady serves as a member of the Compensation Committee, Ms.

Brady will be paid $5,000 annually to be paid

$1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Ms.

Brady will be paid $5,000 annually to be paid $1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Ms.

Brady serves as a member of the Audit Committee, Ms.

Brady will be paid $5,000 annually to be paid $1,250 each calendar

quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Mr.

Brady will be paid $5,000 annually to be paid $1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Mr.

Weis serves as Chairman of the Audit Committee, Mr.

Weis will be paid $10,000 annually to be paid $2,500 each calendar

quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Mr.

Weis will be paid $10,000 annually to be paid $2,500 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Mr.

Weis serves as a member of the Nominating Committee, Mr.

Weis will be paid $4,000 annually to be paid $1,000 each

calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Ms.

Weis will be paid $4,000 annually to be paid $1,000 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Ms.

Kampf serves as a member of the Compensation Committee, Ms.

Kampf will be paid $5,000 annually to be paid $1,250 each

calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Ms.

Kampf serves as Chairman of the Nominating Committee, Ms.

Kampf will be $7,500 annually to be paid $1,875 each calendar

quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Mr.

Kampf will be paid $5,000 annually to be paid $1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Ms.

Kampf serves as

Chairman of the Nominating Committee, Ms.

Kampf will be paid $7,500 annually and $1,875 each calendar quarter, with the amount for

any partial calendar quarter being appropriately prorated.

For as long as Mr.

Hemmerly serves as a member of the Audit Committee, Mr.

Hemmerly will be paid $5,000 annually to be paid $1,250 each

calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Mr.

Hemmerly will be paid $5,000 annually to be paid $1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Mr.

Hemmerly serves as Chairman of the Compensation Committee, Mr.

Hemmerly will be $10,000 annually to be paid $2,500

each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

as long as Mr.

Hemmerly will be $10,000 annually to be paid $2,500 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

For as long as Mr.

Hemmerly serves as a member of the Nominating Committee, Mr.

Hemmerly will be paid $4,000 annually to be paid $1,000

each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

of the agreements contains customary confidentiality provisions, and customary provisions relating to intellectual property created by

the executive (i.e., a “work-made-for-hire” provision.

Each of the agreements is governed by Delaware law and contains customary

representations and warranties and other miscellaneous provisions.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information regarding the beneficial ownership of our common stock as of March 12, 2025 by:

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors that beneficially owns shares of our common stock;

our executive officers and directors as a group.

the table below, percentage ownership is based on 33,103,860 shares of our common stock issued and outstanding as of March 12, 2025.

Unless otherwise noted below, the address for each beneficial owner listed on the table is c/o Jupiter Neurosciences, Inc., 1001 North

US Hwy 1, Suite 504, Jupiter, FL 33477.

We have determined beneficial ownership in accordance with the rules of the SEC.

based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power

with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Hemmerly will be paid $4,000 annually to be paid $1,000 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

Each of the agreements contains customary

confidentiality provisions, and customary provisions relating to intellectual property created by the executive (i.e., a “work-made-for-hire”

Each of the agreements is governed by Delaware law and contains customary representations and warranties and other miscellaneous

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information

regarding the beneficial ownership of our common stock as of March 31, 2026 by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our executive officers and directors that beneficially owns shares of our common stock;

all our executive officers and directors as a group.

In the table below, percentage ownership

is based on 36,281,252 shares of our common stock issued and outstanding as of March 31, 2026.

Unless otherwise noted below, the address

for each beneficial owner listed on the table is c/o Jupiter Neurosciences, Inc., 1001 North US Hwy 1, Suite 504, Jupiter, FL 33477.

have determined beneficial ownership in accordance with the rules of the SEC.

We believe, based on the information furnished to us, that

the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that

they beneficially own, subject to applicable community property laws.

Name and Address of Beneficial Owner

10 unchanged sentences

Shaun Brothers

less than 1%.

percentages in the table have been calculated based on 36,281,252 shares of our common stock outstanding on March 31, 2026.

calculate a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock

outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other

derivative securities owned by that person which are exercisable within 60 days of March 12, 2025.

Common stock options and

derivative securities held by other stockholders are disregarded in this calculation.

Therefore, the denominator used in calculating

beneficial ownership among our stockholders may differ.

Unless we have indicated otherwise, each person named in the table has sole

voting power and sole investment power for the shares listed opposite such person’s name.

a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding

and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other derivative

securities owned by that person which are exercisable within 60 days of March 31, 2026.

Common stock options and derivative securities

held by other stockholders are disregarded in this calculation.

Therefore, the denominator used in calculating beneficial ownership

among our stockholders may differ.

Unless we have indicated otherwise, each person named in the table has sole voting power and sole

investment power for the shares listed opposite such person’s name.

2,003,678 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

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870,871 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

Includes 1,171,688 shares of common stock that may be acquired within 60

days of March 28, 2025 upon exercise of vested options.

1,171,688 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

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170,659 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

Represents shares of common stock beneficially owned by Christer Rosén,

Marshall Hayward, Ph.D., Saleem Elmasri, Alison D.

Silva, Alexander Rosén, Nicholas H.

180,855 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

shares of common stock beneficially owned by Christer Rosén, Marshall Hayward, Ph.D., Saleem Elmasri, Alison D.

Silva, Alexander

Rosén, Nicholas H.

Hemmerly, Julie Kampf, Allison W.

and Holger Weis, as shown in the table above and in the footnotes to such table.

Brady, and Holger Weis, as shown in the table above and in the footnotes

to such table.

289,609 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

326,319 shares of common stock that may be acquired within 60 days of March 31, 2026 upon exercise of vested options.

Authorized for Issuance under Equity Compensation Plans

following table provides information as of December 31, 2024, regarding our compensation plans under which equity securities are authorized

for issuance:

Securities Authorized for Issuance under Equity Compensation

The following table provides information

as of December 31, 2025, regarding our compensation plans under which equity securities are authorized for issuance:

Plan category

securities to

be issued upon

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available

for future issuance

plans (excluding

securities reflected

in column (a))

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Company’s stockholders approved the 2016 Equity Incentive Plan (“2016 Plan”) on January 4, 2016.

Under the 2016 Plan,

as modified, 8,437,500 shares of common stock are authorized for issuance to employees, officers, directors, consultants.

The 2016 Plan

authorizes the grant of nonqualified stock options and incentive stock options, restricted stock awards, restricted stock units, stock

appreciation rights, under the 2016 Plan.

The Company’s stockholders approved

the 2016 Equity Incentive Plan (“2016 Plan”) on January 4, 2016.

Under the 2016 Plan, as modified, 8,437,500 shares of common

stock are authorized for issuance to employees, officers, directors, consultants.

The 2016 Plan authorizes the grant of nonqualified stock

options and incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, under the 2016 Plan.

The Company does not intend to make any additional grants under the 2016 Plan.

Board of Directors and stockholders of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) on September

Under the 2021 Plan, 1,125,000 shares of common stock were initially authorized for issuance to employees, directors and independent

contractors (except those performing services in connection with the offer or sale of the Company’s securities in a capital raising

transaction, or promoting or maintaining a market for the Company’s securities) of the Company or its subsidiaries.

The 2021 Plan

authorizes equity-based and cash-based incentives for participants.

On July 22, 2022, the Board of Directors increased the shares authorized

for issuance pursuant to the 2021 Plan to 1,710,000.

As of March 31, 2026, there were 2,156,184 shares available

for issuance under the 2016 Plan.

The Board of Directors and stockholders

of the Company approved the 2021 Equity Incentive Plan (the “2021 Plan”) on September 17, 2021.

Under the 2021 Plan, 1,125,000

shares of common stock were initially authorized for issuance to employees, directors and independent contractors (except those performing

services in connection with the offer or sale of the Company’s securities in a capital raising transaction, or promoting or maintaining

a market for the Company’s securities) of the Company or its subsidiaries.

The 2021 Plan authorizes equity-based and cash-based

incentives for participants.

On July 22, 2022, the Board of Directors increased the shares authorized for issuance pursuant to the 2021

Plan to 1,710,000.

The Company does not intend to make any grants under the 2021 Plan.

Board of Directors and stockholders of the Company approved the 2023 Plan on October 4, 2023.

Under the 2023 Plan, 4,012,785 shares of

common stock were authorized for issuance to employees, directors and independent contractors (except those performing services in connection

with the offer or sale of the Company’s securities in a capital raising transaction, or promoting or maintaining a market for the

Company’s securities) of the Company or its subsidiaries.

As of March 28, 2025, there were 2,139,240 shares available for

issuance under the 2023 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

and Procedures for Related Party Transactions

Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series

of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business,

to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount

involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal

years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of

our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material

recognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors

or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our

decisions are based on considerations other than the best interests of our Company and stockholders.

Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between

the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any

such transactions, as reported or disclosed to the Audit Committee by the independent auditors, employees, officers, members of the Board

of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained

from an unaffiliated party

time to time, we engage in transactions with related parties.

The following is a summary of the related party transactions for the fiscal

years ended December 31, 2024 and 2023 requiring disclosure pursuant to Item 404 of Regulation S-K.

Payable, related party

Company’s Chief Executive Officer (CEO) has loaned the Company working capital since inception.

The balance of the loans to the

CEO as of December 31, 2024 and 2023 was $146,432 and $358,479, respectively.

The loan is due on demand and accrues interest at 3% per

Accrued interest relating to the loan was $1,064 and $11,308 as of December 31, 2024 and 2023, respectively, and is included in

accrued interest on the accompanying balance sheets.

The Company repaid a total of $100,000 during the year ended December 31, 2024,

$83,880 in principal and $16,120 in accrued interest.

the year ended December 31, 2023, an employee loaned the Company $25,000.

The balance of the loan as of December 31, 2024 and 2023, was

$0 and $25,000, respectively.

The loan is due on demand and accrues interest at 3% per year.

Accrued interest related to the loan was

$0 and $723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet.

Company repaid a total of $26,422 during the year ended December 31, 2024, $25,000 in principal and $1,421 in accrued interest.

April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,869

shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate

principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would

of become due upon a qualified offering and the conversion feature of the note.

In addition, the Holder agreed to extend the note maturity

date to August 11, 2024.

As of March 31, 2026, there were 1,440,000 shares

available for issuance under the 2021 Plan.

The Board of Directors and stockholders

of the Company approved the 2023 Plan on October 4, 2023.

Under the 2023 Plan, 4,012,785 shares of common stock were authorized for issuance

to employees, directors and independent contractors (except those performing services in connection with the offer or sale of the Company’s

securities in a capital raising transaction, or promoting or maintaining a market for the Company’s securities) of the Company or

its subsidiaries.

As of March 31, 2026, there were 1,047,135 shares available for issuance under the 2023 Plan.

The Board of Directors and stockholders

of the Company approved the 2025 Equity Incentive Plan (the “2025 Plan”) on December 19, 2025.

Under the 2025 Plan, 5,250,000

shares of common stock are authorized for issuance to employees, directors and independent contractors (except those performing services

in connection with the offer or sale of the Company’s securities in a capital raising transaction, or promoting or maintaining a

market for the Company’s securities) of the Company or its subsidiaries.

As of March 31, 2026, there were 5,250,000 shares available

for issuance under the 2025 Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Policies and Procedures for Related Party Transactions

Under Item 404 of SEC Regulation S-K,

a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements

or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were

or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser

of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any of our directors,

nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities, or any member of the

immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

We recognize that transactions between

us and any of our directors or executives or with a third party in which one of our officers, directors or significant shareholders has

an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations

other than the best interests of our Company and stockholders.

The Audit Committee of the Board of Directors

is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as

defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any such transactions, as reported or disclosed

to the Audit Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine

whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party

From time to time, we engage in transactions

with related parties.

The following is a summary of the related party transactions for the fiscal years ended December 31, 2025 and 2024

requiring disclosure pursuant to Item 404 of Regulation S-K.

Notes Payable, related party

The Company’s Chief Executive

Officer (CEO) has loaned the Company working capital since inception.

The balance of the loans to the CEO as of December 31, 2024

was $146,432.

The loan was due on demand and accrues interest at 3% per year.

Accrued interest relating to the loan was $1,064 as of

December 31, 2024, and is included in accrued interest on the accompanying 2024 balance sheets.

The Company fully settled the debt

in 2025 by repaying a total of $150,782, $146,432 in principal and $4,350 in accrued interest.

The Company repaid a total of

$100,000 during the year ended December 31, 2024, $83,880 in principal and $16,120 in accrued interest.

On April 29, 2024, the Company, the

Holder of the Note II and the CEO entered into an amendment in which the CEO agreed to exchange 685,869 shares issued to the Holder

in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate principal amount

of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would have become due

upon a qualified offering and the conversion feature of the note.

In addition, the Holder agreed to extend the note maturity date to

August 11, 2024.

The note shall be designated as a 10% original issue discount secured note (“Senior Secured Note”)

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qualified event.

Related Party Transactions

compensation includes partially accrued salaries to executives since inception.

Since inception, executive salaries have been paid in

cash when the Company’s cash flow has permitted such payment.

During 2020, the Company began paying salaries at 50% of the respective

employment agreements.

As of September 2021, the Company began paying full salaries.

During the first quarter of 2022, the Company returned

to paying partial salaries in an effort to conserve cash outflows in an effort to conserve cash outflows.

September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $4,189,626.

of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $1.33 and an aggregate of 1,399,834

restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of compensation in the amount of $4,189,626.

Additionally, the Company agreed to a bonus of $513,013 for the employees and a bonus of $70,200 to the board members, to be paid upon

the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,

Pursuant to the amendment the cash bonuses of $513,013 for the employees and a bonus of $70,200 to the board members agreed to

on September 29, 2023, were forgiven, and no cash will be paid upon a successful IPO.

In addition, the options issued in connection with

the forgiveness dated September 29, 2023, have been amended to vest fully on the effective date of the new amendment.

In addition, the

restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834

restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company.

exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of

$1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of

compensation in the amount of $583,213.

March 15, 2024, a former executive agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common

stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $1.33.

The option had a grant date

fair value of $50,000.

The Company recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

of December 31, 2024 and 2023, $64,105 and $67,750, respectively, was due to a Company wholly owned by the Company’s

Chief Financial Officer, who also is an option holder.

The amount is included in accrued compensation on the Company’s balance

common stock is listed on the Nasdaq Capital Market.

Under applicable rules of the Nasdaq Capital Market, a director will only qualify

as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have

a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than

in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or

indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an

affiliated person of the listed company or any of its subsidiaries.

Company’s Board of Directors has affirmatively determined that currently three of its seven directors (Christer Rosén, Marshall

Hayward, Ph.D., and Alison D.

Other Related Party Transactions

Accrued compensation includes partially

accrued salaries to executives since inception.

Since inception, executive salaries have been paid in cash when the Company’s cash

flow has permitted such payment.

On March 15, 2024, a former executive

agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common stock and 7,500 restricted stock

units, The options to purchase common stock have a strike price of $1.33.

The option had a grant date fair value of $50,000.

recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

As of December 31, 2025 and 2024, $64,105

was due to a Company wholly owned by the Company’s Chief Financial Officer, who also is an option holder, respectively.

is included in accrued compensation on the Company’s balance sheets.

Titan Consulting Agreement

On December 31, 2022, the Company entered

into a Master Services Agreement with Titan Advisory Services LLC (“Titan”), which is wholly-owned by Mr.

Elmasri and his

wife, pursuant to which Titan will provide certain services to the Company (the “MSA”).

The MSA provides that the specific

services (the “Services”) will be described in separate Scopes of Work (“SOW”) which will constitute a part of

The term of the MSA continues until 30 days after either party notifies the others that it desires to terminate the MSA.

The Services, which commenced on January

1, 2023, are to be provided by Saleem Elmasri, and include Mr.

Elmasri serving as the Chief Financial Officer of the Company, and having

the following responsibilities:

(i) overall financial strategy implementation and execution;

(ii) overseeing forecasts and budgeting;

(iii) overseeing the Company’s finance/accounting department;

(iv) financial reporting;

and (v) overseeing tax compliance.

Elmasri has also been named as the Secretary of the Company.

The MSA agreement provides that the Company

shall pay Titan a monthly fee in the amount of $25,000 (annual fee in aggregate of $300,000 per year) and that Mr.

Elmasri will be issued

an option to acquire 562,500 shares of common stock, pursuant to a separate option agreement.

25% of the options are vested upon issuance,

with the balance to vest in equal quarterly installments over the following 24 months, and the option has a 10-year term.

price for the shares of common stock will be $1.33.

The options will accelerate and vest immediately upon a merger, acquisition or other

transaction that will be deemed a change of control of the Company.

Titan and Mr.

Elmasri will be eligible to participate in additional

incentive equity or cash compensation alongside the Company’s other executives, at the sole discretion of the Company.

Any additional

resources used by Titan to provide the Services, subject to prior approval by the Company, will be billed to the Company at between $150

and $250 per hour, and the Company has also agreed to reimburse Titan for all reasonable out-of-pocket expenses that Titan incurs in providing

the Services.

The MSA includes a customary confidentiality

provision for the benefit of the Company, and also includes a non-solicitation provision pursuant to which each party agrees that during

the term of the MSA and for a period of one year thereafter, neither party will, without the prior written consent of the other, engage

in any way, employ, hire, or otherwise do business with any employee or former employee of the other party.

The MSA provides that the Company will

be solely responsible for the contents of the information it provides to Titan in connection with the MSA, and the Company makes customary

representations and warranties regarding such information.

The Company also agreed in the MSA to indemnify Titan, its principals, employees

and representatives, from and against any claims, losses, damages or any other liability arising from or as a result of (i) Titan performing

the Services or any other services requested by the Company, (ii) any claim by the Company or any third party of any misrepresentation

or reliance on any information resulting from the Services;

(iii) any claim by the Company or any third party or governmental agency brought

under the federal securities laws or other statutes, state statute, or common law, or otherwise, or (iv) any claim by the Company or any

third party in connection with the sale or issuance of any shares of the Company’s stock, or other equity or debt of the Company.

The maximum liability of Titan that may arise out of the Services is limited to the total fees paid to Titan for a particular SOW, unless

Titan is found to be grossly negligent in its duties or acts with willful misconduct.

The MSA contains customary miscellaneous

provisions, including a no-assignment provision, and an agreement to submit any disputes to mediation, or thereafter to arbitration if

the mediation is not successful.

On January 31, 2023, Titan agreed to reduce

the monthly fee to $20,000 per month until the time that the Company has raised additional capital from the sale of its securities in

the amount of $1,500,000.

On December 18, 2023, Titan agreed to

reduce the monthly fee to $5,000 per month, effective retrospectively to October 1, 2023, until the time that the Company has raised additional

capital from the sale of its securities in the amount of $1,500,000 (the “Reduction Period”).

Upon the expiration of the Reduction

Period, the base salary shall be adjusted to be 105% the original base salary.

Such adjustment did not go into effect.

On December 17, 2024, the parties agreed that the Company would pay to Titan a monthly fee in the amount of $20,000

(amounting to an aggregate annual fee of $240,000).

Titan is not owed any additional fees upon a termination or change in control.

addition, Titan is eligible for cash bonuses and additional equity compensation, at the Company’s discretion.

Director Independence

Our common stock is listed on the Nasdaq

Capital Market.

Under applicable rules of the Nasdaq Capital Market, a director will only qualify as an “independent director”

if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with

the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes

of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit

committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory

fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

The Company’s Board of Directors

has affirmatively determined that currently three of its seven directors (Christer Rosén, Marshall Hayward, Ph.D., and Alison D.

Silva) are non-independent directors of the Company and four of its seven directors (Nicholas H.

Julie Kampf, Allison W.

Brady, and Holger Weis) are independent directors of the Company as defined in the Nasdaq standards.

a majority of the members of our Board of Directors are independent.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Committee has appointed Assurance Dimensions to serve as the Company’s independent registered accounting firm.

The following

is a summary of fees paid or to be paid to Assurance Dimensions for the fiscal years ended December 31, 2024 and 2023.

Ended December 31,

Audit-Related

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and

services that are normally provided by our independent registered public accounting firm in connection with regulatory filings.

amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

Hemmerly, Julie Kampf, Allison W.

and Holger Weis) are independent directors of the Company as defined in the Nasdaq standards.

Therefore, a majority of the members of

our Board of Directors are independent.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our Audit Committee has appointed Cherry

Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025 and Assurance

Dimensions, LLC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.

following is a summary of fees paid or to be paid to Cherry Bekaert and Assurance Dimensions for the fiscal years ended December 31, 2025

Year Ended December 31,

Audit-Related Fees

All Other Fees

Audit fees consist

of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided

by our independent registered public accounting firm in connection with regulatory filings.

The above amounts include interim procedures

and audit fees, as well as attendance at Audit Committee meetings.

Audit-Related Fees.

Audit-related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest

services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of

our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees consist of fees billed for tax planning services and tax advice.

12 unchanged sentences

following documents are filed as part of this Annual Report on Form 10-K:

of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm Cherry Bekaert LLP, PCAOB ID:

Report of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID:

Sheets as of December 31, 2025 and 2024

of Operations for the Years Ended December 31, 2025 and 2024

of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Financial Statements

Statements Schedules

8 unchanged sentences

20549, at prescribed rates or on the SEC website at www.sec.gov.

Certificate of Incorporation of the Company dated December 30, 2015 (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

Certificate of Validation of the Company dated July 9, 2021 (including Certificate of Amendment to Certificate of Incorporation of the Company) (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

Certificate of Amendment to Certificate of Incorporation of the Company dated August 30, 2021 (filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

Certificate of Amendment to Certificate of Incorporation of the Company dated November 19, 2021 (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021)

Certificate of Amendment to Certificate of Incorporation of the Company dated January 25, 2022 (filed as Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2022)

Certificate of Amendment to Certificate of Incorporation of the Company dated June 14, 2024 (filed as Exhibit 3.6 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Amended and Restated Bylaws (filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

of Incorporation of the Company dated December 30, 2015 (incorporated by reference to Exhibit 3.1 of the Company’s

Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

of Amendment to Certificate of Incorporation of Jupiter Neurosciences, Inc.

(incorporated by reference to Exhibit 3.1 of the

Company’s Current Report on 8-K filed with the SEC on December 22, 2025).

of Validation of the Company dated July 9, 2021 (including Certificate of Amendment to Certificate of Incorporation of the Company)

(incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on October

of Amendment to Certificate of Incorporation of the Company dated August 30, 2021 (incorporated by reference to Exhibit 3.3 of the

Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

of Amendment to Certificate of Incorporation of the Company dated November 19, 2021 (incorporated by reference to Exhibit 3.4 of the

Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021)

of Amendment to Certificate of Incorporation of the Company dated January 25, 2022 (incorporated by reference to Exhibit 3.5 of the

Company’s Registration Statement on Form S-1/A filed with the SEC on January 26, 2022)

of Amendment to Certificate of Incorporation of the Company dated June 14, 2024 (incorporated by reference to Exhibit 3.6 of the

Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

and Restated Bylaws (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 filed with

the SEC on October 12, 2021)

Description of Capital Stock.

Jupiter Orphan Therapeutics, Inc.

2021 Equity Incentive Plan† (filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

Employment Agreement, dated as of September 1, 2021, between the Company and Christer Rosén (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Form of Convertible Promissory Note issued to YA II PN, Ltd.

(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025)+#

Form of Amended and Restated Convertible Promissory Note issued to YA II PN, Ltd.

(incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2025).+#

Omnibus Amendment to the Convertible Promissory Notes issued to YA II PN, Ltd., dated February 20, 2026, between Jupiter Neurosciences, Inc.

and YA II PN, Ltd.

(incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2026).

Orphan Therapeutics, Inc.

2021 Equity Incentive Plan† (incorporated by reference to Exhibit 10.1 of the Company’s

Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

Agreement, dated as of September 1, 2021, between the Company and Christer Rosén (incorporated by reference to Exhibit 10.2

of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Christer Rosén (incorporated

by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12,

Amendment No.

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Christer Rosén (filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Christer Rosén†

Employment Agreement, dated as of September 1, 2021, between the Company and Marshall Hayward, Ph.D.

(filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Amendment No.

(incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Marshall Hayward, Ph.D.

(filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Employment Agreement, dated as of June 6, 2021, between the Company and Alexander Rosén (filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

(incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 filed with the SEC on October

Amendment No.

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alexander Rosén (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Employment Agreement, dated as of September 1, 2021, between the Company and Alison Silva (filed as Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Marshall Hayward, Ph.D.†

Agreement, dated as of June 6, 2021, between the Company and Alexander Rosén (incorporated by reference to Exhibit 10.6 of

the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Amendment No.

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alexander Rosén (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Agreement, dated as of September 1, 2021, between the Company and Alison Silva (incorporated by reference to Exhibit 10.8 of the

Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alison D.

Silva (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Employment Agreement, dated as of June 1, 2021, between the Company and Dana Eschenburg Perez (filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Silva (incorporated by reference to Exhibit

10.9 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Amendment No.

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Dana Eschenburg Perez (filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

2 to Executive Employment Agreement, dated as of December 18, 2023, between the Company and Alison D.

Agreement, dated as of June 1, 2021, between the Company and Dana Eschenburg Perez (incorporated by reference to Exhibit 10.10 of

the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Dana Eschenburg Perez (incorporated

by reference to Exhibit 10.11 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12,

Independent Director Agreement, dated as of September 8, 2021, between the Company and Nicholas H.

Hemmerly (filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Independent Director Agreement, dated as of September 8, 2021, between the Company and Julie Kampf (filed as Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Independent Director Agreement, dated as of September 8, 2021 between the Company and Allison W.

Brady (filed as Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Independent Director Agreement, dated as of September 8, 2021, between the Company and Holger Weis (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

License Agreement with Aquanova AG (filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Grant Agreement between Company and National Institute on Aging (filed as Exhibit 10.17 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Agreement between Company and Murdoch Children’s Research Institute (filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Manufacturing Agreement between Company and Catalent (filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Agreement between the Company and Syneos Health (filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Material Transfer Agreement between the Company and University of Miami (filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Services Agreement between the Company and Technical Resources International, Inc.

(filed as Exhibit 10.22 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Amendment to Services Agreement between the Company and Technical Resources International, Inc.

(filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Debt Forgiveness and Exchange Agreement, dated as of December 1, 2021, between the Company and Aquanova AG (filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 17, 2021)

Securities Purchase Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

Senior Secured Convertible Promissory Note, dated as of April 11, 2022, issued by the Company in favor of Puritan Partners LLC (filed as Exhibit 10.26 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.27 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

Intellectual Property Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

Research Agreement, dated July 1, 2022, between the Company and University of Miami (filed as Exhibit 10.30 to the Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2022)

Amendment to the Securities Purchase Agreement, dated as of October 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.31 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022)

Second Amendment to the Securities Purchase Agreement, dated as of November 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.32 to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022)

Master Services Agreement, dated as of December 27, 2022, between the Company and Titan Advisory Services (filed as Exhibit 10.33 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)†

Peer Review Summary Statement of FA Grant Application (filed as Exhibit 10.34 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)

Third Amendment to the Securities Purchase Agreement, dated as of January 13, 2013, between the Company and Puritan Partners LLC (filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A filed with the SEC on January 17, 2023)

CRO Services Agreement, dated June 3, 2024, between the Company and Optimize Wellness Limited (filed as Exhibit 10.35 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Regulatory Services Agreement, dated June 3, 2024, between the Company and Regis Healthcare Group Limited (filed as Exhibit 10.36 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Product Services Agreement, dated June 3, 2024, between the Company and Longevity Technology Group Limited (filed as Exhibit 10.37 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Scientific Review of Alzheimer’s Phase II Trial Grant Application (filed as Exhibit 10.38 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Form of Strategic Services Agreement between the Company and Dominant Treasure Health Company Limited (filed as Exhibit 10.39 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Hemmerly (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Director Agreement, dated as of September 8, 2021, between the Company and Julie Kampf (incorporated by reference to Exhibit 10.13

of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Director Agreement, dated as of September 8, 2021 between the Company and Allison W.

Brady (incorporated by reference to Exhibit

10.14 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Director Agreement, dated as of September 8, 2021, between the Company and Holger Weis (incorporated by reference to Exhibit 10.16

of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2021)†

Agreement with Aquanova AG (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-1/A

filed with the SEC on November 9, 2021)

Agreement between Company and National Institute on Aging (incorporated by reference to Exhibit 10.17 of the Company’s

Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

between Company and Murdoch Children’s Research Institute (incorporated by reference to Exhibit 10.18 of the Company’s

Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Manufacturing

Agreement between Company and Catalent (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on

Form S-1/A filed with the SEC on November 9, 2021)

between the Company and Syneos Health (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on

Form S-1/A filed with the SEC on November 9, 2021)

Transfer Agreement between the Company and University of Miami (incorporated by reference to Exhibit 10.21 of the Company’s

Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

Agreement, dated July 1, 2022, between the Company and University of Miami (incorporated by reference to Exhibit 10.30 of the

Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2022)

to the Securities Purchase Agreement, dated as of October 10, 2022, between the Company and Puritan Partners LLC (incorporated by reference to Exhibit

10.31 of the Company’s Registration Statement on Form S-1/A filed with the SEC on December 2, 2022)

Amendment to the Securities Purchase Agreement, dated as of November 10, 2022, between the Company and Puritan Partners LLC

(incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-1/A filed with the SEC on

December 2, 2022)

Services Agreement, dated as of December 27, 2022, between the Company and Titan Advisory Services (incorporated by reference to

Exhibit 10.33 of the Company’s Registration Statement on Form S-1/A filed with the SEC on January 6,

Amendment to the Securities Purchase Agreement, dated as of January 13, 2013, between the Company and Puritan Partners LLC

(incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-1/A filed with the SEC on

January 17, 2023)

Services Agreement, dated June 3, 2024, between the Company and Optimize Wellness Limited (incorporated by reference to Exhibit

10.35 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Services Agreement, dated June 3, 2024, between the Company and Regis Healthcare Group Limited (incorporated by reference to Exhibit

10.36 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Services Agreement, dated June 3, 2024, between the Company and Longevity Technology Group Limited (incorporated by reference to

Exhibit 10.37 of the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

Neurosciences, Inc.

2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.40 of the Company’s Registration

Statement on Form S-1/A filed with the SEC on July 12, 2024)†

Amendment, dated as of November 15, 2024, between Puritan Partners LLC and the Company (incorporated by reference to Exhibit 10.1

of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024)

Agreement, dated as of December 2, 2024, between the Company and the certain underwriter set forth in the signature page thereto

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2024)

Services Agreement, dated December 15, 2024, by and between the Company and Dominant Treasure Health Company Limited (incorporated

by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024)

of Work, dated December 17, 2024, by and between Jupiter Neurosciences, Inc.

and Titan Advisory Services LLC (incorporated by reference

to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024)

Standby Equity Purchase Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc.

and YA II PN, Ltd.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025).

1 to the Standby Equity Purchase Agreement, as of November 19, 2025, between Jupiter Neurosciences, Inc.

and YA II PN, Ltd.

(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 19,

Registration Rights Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc.

and YA II PN, Ltd.

(incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2025) +

Jupiter Neurosciences, Inc.

2023 Equity Incentive Plan (filed as Exhibit 10.40 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)†

Tenth Amendment, dated as of November 15, 2024, between Puritan Partners LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 19, 2024)

Underwriting Agreement, dated as of December 2, 2024, between the Company and the certain underwriter set forth in the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 4, 2024)

Strategic Services Agreement, dated December 15, 2024, by and between the Company and Dominant Treasure Health Company Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 19, 2024)

Scope of Work, dated December 17, 2024, by and between Jupiter Neurosciences, Inc.

and Titan Advisory Services LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024)

Code of Ethics and Business Conduct.

Policy on Insider Trading.

Power of Attorney (included on the signature page)

2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025).

Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025)

Policy on Insider Trading (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025)

Consent of Cherry Bekaert LLP

Consent of Assurance Dimensions, LLC

of Attorney (included on the signature page)

Rule 13a-14(a) Certification of Principal Executive Officer

13 unchanged sentences

Management contracts, compensation plans and arrangements.

+ Certain portions of this exhibit (indicated by “[***]”)

have been redacted pursuant to Regulation S-K Item 601(a)(6).

# Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant undertakes

to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

FORM 10-K SUMMARY

1 unchanged sentence

to Financial Statements

Report of Independent Registered Public Accounting Firm Cherry Bekaert LLP, PCAOB ID:

of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations for the Years Ended December 31, 2024 and 2023

Sheets as of December 31, 2025 and 2024

of Operations for the Years Ended December 31, 2025 and 2024

of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Financial Statements

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Jupiter Neurosciences, Inc.

on the Financial Statements

have audited the accompanying balance sheet of Jupiter Neuroscience, Inc.

(the “Company”) as of December 31, 2025, and the

related statements of operations, stockholders’ equity, and cash flows the year ended December 31, 2025, and the related notes.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles

generally accepted in the United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 2 to

the financial statements, the Company has recurring losses and negative cash flows from operations that raise substantial doubt about

its ability to continue as a going concern.

Management’s evaluations of the events and conditions and management’s plans

regarding those matters are also described in Note 2.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Cherry Bekaert LLP

have served as the Company’s auditor since 2025.

Tampa, Florida

April 1, 2026

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of

1 unchanged sentence

on the Financial Statements

have audited the accompanying balance sheets of Jupiter Neurosciences, Inc, (the Company) as of December 31, 2024 and 2023, and the related

statements of operations, stockholders’ equity (deficit), cash flows for each of the years in the two-year period ended December

31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

have audited the accompanying balance sheet of Jupiter Neurosciences, Inc, (the Company) as of December 31, 2024, and the related statements

of operations, stockholders’ equity (deficit), cash flows for the year ended December 31, 2024, and the related notes (collectively

referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31,

2024, in conformity with accounting principles generally accepted in the United States of America.

Paragraph – Going Concern

31 unchanged sentences

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

did not identify any critical audit matters that need to be communicated.

have served as the Company’s auditor since 2021

Springs, Florida

Coral Springs, Florida

March 28, 2025

20 unchanged sentences

NEUROSCIENCES, INC.

Prepaid contracts

and Other current assets

current assets

lease right of use asset, net

contract, less current portion

Other current assets

and Stockholders’ Equity (Deficit)

contracts, noncurrent

and Stockholders’ Deficit

payable and accrued expenses

portion of operating lease liability

notes payable, net of discount of $ 0

payable, related parties

payable, related party

notes payable, fair value

current liabilities

notes payable, net of discount of $ 0 and $ 43,288

lease liability, net of current portion

1 unchanged sentence

Stockholders’

Equity (Deficit):

A preferred stock, par value $ 0.0001 ;

5,000,000 shares authorized, nil shares issued and outstanding

stock, par value $ 0.0001 ;

125,000,000 shares authorized;

33,103,860 and 26,526,405 issued and outstanding

Common stock, par value $ 0.0001 ;

and 125,000,000 shares authorized, respectively;

and 33,103,860

issued and outstanding, respectively

paid in capital

1 unchanged sentence

( 26,022,129 )

stockholders’ equity (deficit)

stockholders’ deficit

( 1,831,852 )

liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these financial statements

liabilities and stockholders’ deficit

accompanying notes are an integral part of these audited financial statements

NEUROSCIENCES, INC.

OF OPERATIONS

the Years Ended

the Year Ended

Revenues, net

Cost of goods sold

and development

4 unchanged sentences

Income (Expenses):

gain on change in fair value of derivative liability

(Loss) on extinguishment of debt

other income (expenses), net

Loss on change in fair value of derivative liability

on change in fair value of convertible notes

on extinguishment of debt

other expenses, net

income (loss)

$ ( 8,644,897

1 unchanged sentence

loss per common share:

average number of common stock outstanding:

accompanying notes are an integral part of these financial statements

average number of common shares outstanding:

accompanying notes are an integral part of these audited financial statements

NEUROSCIENCES, INC.

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT )

Total Stockholders’

Stockholders’

$ ( 23,582,504 )

3 unchanged sentences

stock issued for consulting agreements

of common stock

issued in connection with automatic conversion of convertible notes

sold in offering, net of offering costs

Sale of common stock

Stock issued in connection with automatic conversion of convertible notes

Stock sold in offering, net of offering costs

shares due to forward stock split

3 unchanged sentences

$ ( 26,022,129 )

Total Stockholders’

$ ( 18,798,815 )

$ ( 7,144,084 )

$ ( 18,798,815 )

for Sale of Common

Stockholders’

$ ( 26,022,129 )

of common stock

issued for exercise of options in exchange for note payable, related party

of restricted stock for forgiveness of accrued salaries and accrued bonuses

Issuance of stock options for forgiveness of accrued salaries and accrued

issued for services rendered

issued for warrant exercises

issued in connection with warrant amendments

of common stock for payment of interest

shares issued in connection with SEPA

operating loss

2 unchanged sentences

$ ( 1,831,852 )

$ ( 5,801,354 )

$ ( 23,582,504 )

$ ( 5,801,354 )

accompanying notes are an integral part of these financial statements

NEUROSCIENCES, INC.

STATEMENTS OF CASH FLOWS

OF CASH FLOWS

Flows from Operating Activities:

2 unchanged sentences

to reconcile net loss to net cash used in operating activities:

(Gain) on change in fair value of derivative liability

Loss on change in fair value of derivative liability

Gain on change in fair value of convertible notes

of debt discounts

Loss on extinguishment of debt

(Gain) on extinguishment of debt

on forgiveness of accrued compensation

Amortization of prepaid contracts

of prepaid contracts

Non-cash financing cost

expense paid through sale of common stock

Stock-based compensation

in operating assets and liabilities:

in accounts receivable

Decrease (increase) in prepaid contracts

1 unchanged sentence

Increase in prepaid and other current assets

(Decrease) in operating lease right of use asset

(Decrease) in accounts payable and accrued expenses

(Decrease) in accrued compensation

in other current assets

in operating lease right of use asset

in deferred revenue

in accounts payable and accrued expenses

in accrued compensation

in accrued interest

1 unchanged sentence

( 5,413,736 )

( 3,911,004 )

Flows from Financing Activities:

from note payable, related parties

on notes payable, related parties

on notes payable, related party

on notes payable

( 2,102,797 )

on convertible note payable

Payment on convertible note payable

Proceeds from issuance convertible note payable, net

from offering, net of offering costs

4 unchanged sentences

paid for interest

paid for income taxes

of Non-Cash Investing and Financing Activities:

note issued as a settlement of a previously accrued liability

stock issued for forgiveness of salary

options issued for forgiveness of salary

payable, related party assigned to Note payable

issued for exercise of options in exchange for note payable, related parties

on convertible note payable

Stock issued for conversion of notes

payable, related party assign to Note payable

issued in connection with convertible promissory notes

issued in connection interest payment

accompanying notes are an integral part of these financial statements

3 unchanged sentences

1 – Organization and Description of Business

Neurosciences, Inc.

(the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter,

The Company incorporated in Delaware in January 2016.

The Company has developed a unique resveratrol platform product primarily

targeting treatment of neuro-inflammation.

The product candidate, called JOTROL, has many potential indications of use for rare diseases.

We are primarily targeting Mucopolysaccharidoses Type 1, Friedreich’s Ataxia, and MELAS.

In the larger disease areas, we are primarily

targeting Parkinson’s Disease and Mild Cognitive Impairment/early Alzheimer’s disease.

Jupiter Neurosciences, Inc.

“Company”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida.

incorporated in Delaware in January 2016.

The Company is advancing a therapeutic pipeline targeting central nervous system

(“CNS”) disorders and rare diseases, while also expanding into the consumer longevity market with its

Nugevia product line.

Both efforts are powered by JOTROL ™ , the Company’s proprietary, enhanced

resveratrol formulation that has demonstrated potential for significantly improved bioavailability.

The Company’s prescription

pipeline is focused broadly on CNS disorders, presently with a planned Phase IIa clinical study in Parkinson’s disease.

Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity, skin health,

and mitochondrial function.

August 30, 2021, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the State of Delaware to change

3 unchanged sentences

without causing gastrointestinal side effects.

We expect JOTROL, based on the results of our Phase I study, will resolve the major obstacle

of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously conducted

human trials with resveratrol as well as preclinical trial results in mice and rats.

Company’s activities and operations include a project funded by the U.S.

National Institute on Aging, an institute of the U.S.

National Institutes of Health (“NIH”):

Safety and Pharmacokinetics of JOTROL for Alzheimer’s Disease, Federal Award

Identification Number R44AG067907-01A1 (the “Award”).

The project encompassed a Phase 1 dose finding pharmacokinetics (“PK”)

study which was completed before December 31, 2021.

The award end date was May 31, 2022.

This Phase 1 PK study will be homogeneous for

all indications where JOTROL will be used in Phase II and Phase III clinical trials.

January 9, 2020, the Company effected a three-for-one (3:1) forward stock split whereby the Company (i) increased the number of authorized

shares of common stock, $ 0.0001 par value per share, to 25,000,000 from 5,000,000 and (ii) increased by a ratio of three-for-one (3:1)

the number of retroactively issued and outstanding shares of common stock.

Proportional adjustments for the forward stock split were

made to the Company’s outstanding stock options, warrants and equity incentive plans.

November 11, 2021, the Company increased the number of authorized shares of common stock, $ 0.0001 par value per share, to 45,000,000

from 25,000,000 .

January 25, 2022, the Company effected a one-for-two (1:2) reverse stock split whereby the Company (i) decreased the number of issued

and outstanding shares of common stock, $ 0.0001 per share, from 13,076,608 to 6,538,304 and (ii) decreased by a ratio of one-for two

(1:2) the number of retroactively issued and outstanding shares of common stock.

Proportional adjustments for the reverse stock split

were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts

have been retroactively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split.

We expect JOTROL™, based on the results of our Phase I study, will resolve the major

obstacle of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously

conducted human trials with resveratrol as well as preclinical trial results in mice and rats.

June 14, 2024, the Company increased the number of authorized shares of common stock, $ 0.0001 par value per share, to 125,000,000 from

6 unchanged sentences

have been retroactively adjusted as of the earliest period presented in the financial statements to reflect the forward stock split.

December 19, 2025, the Company increased the number of authorized shares of common stock, $ 0.0001 par value per share, to 500,000,000

from 125,000,000 .

Public Offering

December 2024, the Company’s sold 2,750,000 shares of Common Stock at a price of $ 4.00 per share for gross proceeds of $11 million

before underwriting discounts and other related expenses in a registered initial public offering (the “IPO”).

Net proceeds,

after deducting underwriting discounts, commissions, and offering-related expenses, were approximately $ 9,725,213 .

In connection with

the Public Offering, the Company’s Common Stock began trading on The Nasdaq Capital Market under the symbol “JUNS.”

Standby Equity Purchase Agreement

On October 24, 2025, the Company entered into

a standby equity Purchase Agreement, pursuant to which the Company has the right to sell to an investor up to $ 20.0 million of its common

stock, par value $ 0.0001 per share, subject to certain limitations and conditions.

See Note 5 – Convertible Debt and Derivative

Liability for further details.

Minimum Bid Price Compliance

On March 21, 2025, the Company received a notification letter

from Nasdaq indicating that the Company was not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2),

which requires listed securities to maintain a minimum closing bid price of $ 1.00 per share for at least 30 consecutive business days.

Based on the 30 consecutive business days from February 6, 2025 through March 20, 2025, the Company’s Common Stock failed to meet

this requirement.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company was provided 180 calendar days, or until September 17, 2025, to regain compliance by maintaining a minimum closing bid price

of at least $ 1.00 per share for a minimum of 10 consecutive business days.

On July 9, 2025, the Company received a written notice from

the Nasdaq stating that the Company has since regained compliance with Listing Rule 5550(a)(2) because the closing bid price of the Company’s

Common Stock has been $ 1.00 USD per share or greater for a period of thirteen (13) days (June 18, 2025 to July 8, 2025).

February 26, 2026, the Company received two written notices from the Listing Qualifications Department of Nasdaq notifying the Company

that (i) the listing of the Company’s Common Stock was not in compliance with the minimum bid price requirement as set forth under

Nasdaq Listing Rule 5550(a)(2) for continued listing of its Common Stock on The Nasdaq Capital Market, as the closing bid price of the

Common Stock was less than $ 1.00 per share for the previous 30 consecutive business days, and (ii) for the 30 consecutive business days

ended February 26, 2026, the Company’s market value of listed securities closed below the $ 35 million threshold required for continued

listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2026, to regain compliance by

maintaining a minimum closing bid price of at least $ 1.00 per share for a minimum of 10 consecutive business days.

NEUROSCIENCES, INC.

2 unchanged sentences

2 – Significant Accounting Policies

of presentation and Going Concern

financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States

of America (“U.S.

Going Concern

financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United

States of America (“U.S.

U.S GAAP contemplates continuation of the Company as a going concern.

For the year ended December

31, 2024 and 2023, the Company had no revenues from product sales and incurred a net loss of $ 2,439,625 and $ 4,783,689 , respectively.

Net cash used in operations for the years ended December 31, 2024 and 2023 was $ 3,911,004 and $ 480,953 , respectively.

As of December

31, 2024, the Company had a working capital surplus and accumulated deficit of $ 2,641,110 and $ 26,022,129 , respectively.

ended December 31, 2025 and 2024, the Company had net revenues from product sales of $ 21,796 and $ 0 , respectively and incurred a net

loss of $ 8,644,897 and $ 2,439,625 ,

respectively.

Net cash used in operations for the years ended December 31, 2025 and 2024 was $ 5,413,736

and $ 3,911,004 ,

respectively.

As of December 31, 2025 and 2024, the Company had an accumulated deficit of $ 34,667,026

and $ 26,022,129 ,

respectively.

There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative

cash flows from operations as well as our dependence on private equity and financings.

Company plans to finance future operations with proceeds from equity securities, grant awards and strategic collaborations.

there is no assurance the Company will be successful.

It is the management’s opinion that these conditions raise substantial doubt

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report.

Basis of Presentation

The financial statements of the Company have been

prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Business Segment

The Company uses the “management approach”

to identify its reportable segments.

The management approach requires companies to report segment financial information consistent with

information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable

The Company has identified one single reportable operating segment.

The Company manages its business on the basis of one operating

and reportable segment and derives revenues from selling its product and related services.

Use of Estimates

Preparing financial statements in conformity with

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure

of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.

results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in

which they become known.

The Company bases its estimates on historical experience and other assumptions, which include both quantitative

and qualitative assessments that it believes to be reasonable under the circumstances.

Significant estimates during the years ended December 31, 2024 and

2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred

Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents.

As of December 31, 2024 and 2023, the Company invested a portion of cash balances in a high yield savings account, which are

included as cash equivalents on the balance sheets.

As of December 31, 2024 and 2023, the cash balances exceed the FDIC

limit of $ 250,000

by $ 3,519,510 and

of Presentation

financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States

of America (“US GAAP”).

Company uses the “management approach” to identify its reportable segments in accordance with ASC 280, Segment Reporting.

The management approach requires companies to report segment financial information consistent with the information regularly reviewed

by the Chief Operating Decision Maker (“CODM”) for purposes of making operating decisions and assessing performance.

The Company’s Chief Executive

Officer serves as the CODM.

The CODM evaluates financial performance and allocates resources based on the operating results of the Company’s

reportable segments.

Effective October 1, 2025, the Company operates through two reportable segments:

(i) its premium nutritional supplements,

and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases.

CODM assesses segment performance primarily based on segment net loss (income).

Selling, general and administrative expenses are directly

attributable to segments or allocated based on reasonable and consistently applied methodologies.

Corporate and other expenses that are

not allocated to reportable segments consist primarily of public company costs, certain executive compensation, certain stock-based compensation,

interest income (expense), other income (expense), and income taxes.

identification of two reportable segments reflects the manner in which the CODM reviews financial information and allocates resources.

Prior-period information has been recast to conform to the current presentation.

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues

and expenses during the reported period.

Actual results could differ from those estimates, and those estimates may be material.

in estimates are recorded in the period in which they become known.

The Company bases its estimates on historical experience and other

assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

estimates during the years ended December 31, 2025 and 2024, respectively, include valuation of stock-based compensation, uncertain tax

positions, the valuation of debt instruments, and the valuation allowance on deferred tax assets.

The Company considers all highly liquid

investments that have maturities of three months or less when acquired to be cash equivalents.

Cash and cash equivalents consist

primarily of cash on deposit with financial institutions and amounts held in high-yield savings accounts.

The Company maintains its

cash balances with high-credit-quality financial institutions.

At times, such balances may exceed federally insured limits provided

by the Federal Deposit Insurance Corporation (“FDIC”).

In 2025, the Company has implemented a deposit insurance program

in the Company’s primary account, whereby funds in excess of FDIC insurance limits are insured.

of December 31, 2025 and 2024, the cash balances not subject to insurance or that exceed the FDIC limit of $ 250,000 were

$ 3,519,510 ,

respectively.

Prepaid Contracts

Prepaid contracts generally represent service agreements

which the Company would receive services over a period of time and are expensed as the services are received.

The Company’s prepaid contracts are related to service agreements that span over three years, therefore the expense will be recognized over the three year term.

is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method.

Inventory consists primarily of raw materials, work-in-process, and finished goods.

Company periodically reviews inventory quantities on hand and records reserves for excess, obsolete, or slow-moving inventory based on

its assessment of forecasted demand, product shelf life, market conditions, and other factors.

Inventory reserves are recorded as a reduction

of inventory and are based on management’s estimates regarding the recoverability of inventory balances.

If actual demand or market

conditions differ from those projected by management, additional inventory write-downs may be required.

Revenue Recognition

Revenue is recognized when

control of promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to

be entitled to in exchange for those goods or services.

The Company determines revenue recognition through

the following five-step model:

(i) identification of the contract with a customer;

(ii) identification of the performance obligations

in the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance obligations;

and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.

NEUROSCIENCES, INC.

TO FINANCIAL STATEMENTS

31, 2025 and 2024

2 – Significant Accounting Policies, continued

Product Revenue

The Company generates revenue from the sale of its

Product revenue is recognized when control of the product is transferred to the customer, which generally occurs upon shipment

or delivery, depending on the terms of the arrangement.

Revenue is recorded net of variable consideration,

including estimates for product returns, rebates, chargebacks, discounts, and other allowances.

The Company estimates variable consideration

at the time of sale based on historical experience, current market conditions, and contractual terms, and includes such estimates in the

transaction price only to the extent that it is probable that a significant reversal of revenue will not occur in future periods.

The Company evaluates whether it is the principal

or agent in its arrangements and records revenue on a gross or net basis accordingly.

Shipping and handling activities are considered

fulfillment activities, and the related costs are recorded in cost of goods sold.

contracts generally represent service agreements which the Company would receive services over a period of time and are expensed as the

services are received.

The Company’s prepaid contracts are related to service agreements that span over three years, therefore

the expense will be recognized over the three year term.

Expenses and Other Current Assets

11 unchanged sentences

for the years ended December 31, 2025 and 2024 were $ 2,086,574 and $ 492,660 , respectively.

NEUROSCIENCES, INC.

TO FINANCIAL STATEMENTS

31, 2024 and 2023

2 – Significant Accounting Policies, continued

Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis

7 unchanged sentences

liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

As of December 31, 2024 and 2023, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets.

The Company had

no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements.

is subject to taxation in the U.S.

As of December 31, 2025 and

2024, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets.

The Company had no material

amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements.

The Company is subject

to taxation in the U.S.

Our tax years for 2021 and forward are subject to examination by tax authorities.

The Company is not

currently under examination by any tax authority.

The Company is not currently

under examination by any tax authority.

Per Share of Common Stock

7 unchanged sentences

due to the fact that when a net loss exists, dilutive shares are not included in the calculation.

of December 31, 2025, there were no warrants outstanding, 1,626,037 restricted stock units and 11,726,093 stock options.

These securities

are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

of December 31, 2024, there were 1,359,375 warrants outstanding, 1,626,037 restricted stock units and 10,633,988 stock options.

securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

of December 31, 2023, there were 1,359,375 warrants outstanding, 1,618,537 restricted stock units, and 10,336,882 stock options and 14

convertible notes payable, which are convertible into restricted fully-paid and non-assessable shares of the Company’s common stock

or units of common stock and warrants to purchase common stock, if units are offered in the Initial Public Offering equal to the indebtedness

divided by 70 % of the offering price paid per share of at which the IPO is made.

These securities are considered dilutive securities

which were excluded from the computation since the effect is anti-dilutive.

Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (“ASC”)

Topic 718, Compensation—Stock Compensation, or ASC 718, which requires the recognition of expense related to the fair value of

stock-based awards in the statements of operations.

For stock options issued to employees, non-employees and members of our board of

directors, the Company estimates the grant-date fair value of options using the Black-Scholes option pricing model.

The use of the Black-Scholes

option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility

of the common stock consistent with the expected life of the option, risk-free interest rates, and, for grants prior to our initial public

offering, the value of the common stock.

For awards subject to time-based vesting, the Company recognized stock-based compensation expense,

on a straight-line basis over the requisite service period, which is generally the vesting term of the award.

Company records stock-based compensation equal to the grant date fair value of the stock awards issued.

For stock options issued to

employees, non-employees and members of our board of directors, the Company estimates the grant-date fair value of options using the

Black-Scholes option pricing model.

The use of the Black-Scholes option pricing model requires management to make assumptions with

respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the

option, risk-free interest rates, and, for grants prior to our initial public offering, the value of the common stock.

subject to time-based vesting, the Company recognized stock-based compensation expense, on a straight-line basis over the requisite

service period, which is generally the vesting term of the award.

NEUROSCIENCES, INC.

54 unchanged sentences

Value of Financial Instruments and Fair Value Measurements, continued

following table represents the Company’s financial instruments that are measured at fair value on a recurring basis at each reporting

period for each fair value hierarchy level:

of Fair Value Hierarchy Level

Financial Instruments

see Note 5 - Convertible Debt and Derivative Liability .

10 unchanged sentences

Notes with Embedded Derivative Liabilities

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principle and

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and

accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at

1 unchanged sentence

The Company evaluates all its financial instruments to determine if those

contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance

with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity .

This accounting treatment requires

that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date.

the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period

is recorded as either other income or expense.

Upon conversion, exercise or repayment, the respective derivative liability is marked

to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or

expense as part of gain or loss on debt extinguishment.

contracts or any potential embedded components of those contracts qualify as derivatives.

This accounting treatment requires that the

carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date.

that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded

as either other income or expense.

Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value

at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part

of gain or loss on debt extinguishment.

NEUROSCIENCES, INC.

2 unchanged sentences

2 – Significant Accounting Policies, continued

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

The updated guidance

requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the updated guidance requires

that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based

13 unchanged sentences

financial management.

August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging

– Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity’s

The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.

Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded

conversion features.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative

scope exception, which will permit more equity contracts to qualify for the exceptions.

The ASU also simplifies the diluted net income

per share calculation in certain areas.

The new guidance is effective for fiscal years beginning after December 15, 2023, including interim

periods within those fiscal years, and early adoption is permitted.

The Company’s adoption of this standard did not have a material

impact on the Company’s financial statements.

In November 2023, the FASB issued Accounting Standards

Update 2023-07 - Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures.

The ASU improves reportable segment

disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

The enhancements under this update

require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”)

and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment

and a description of the composition of other segment items , require annual disclosures under ASC 280 to be provided in interim

periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with

an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with

a single reportable segment provide all disclosures required by this update and required under ASC 280.

Company’s Chief Executive Officer serves as the CODM.

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 enhances income tax disclosures by

adding more granular, jurisdiction-specific information, especially for investors and analysts.

The amendments in ASU 2023-09 are

effective for public business entities for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09

for the annual period ending December 31, 2024.

The Company’s Chief Executive Officer serves as the CODM.

effective January 1, 2025 on a prospective basis.

The Company plans to adopt this update during the year ended December 31, 2026.

Beyond the expanded, required disclosures, management does not believe that this will have a material impact on the Company’s

financial statements.

other newly issued accounting pronouncements that are not yet effective have been deemed immaterial or nonapplicable.

1 unchanged sentence

Company’s Chief Executive Officer (CEO) has loaned the Company working capital since inception.

The balance of the loans to the

CEO as of December 31, 2024 and 2023 was $ 146,432 and $ 358,479 , respectively.

The loan is due on demand and accrues interest at 3 % per

Accrued interest relating to the loan was $ 1,064 and $ 11,308 as of December 31, 2024 and 2023, respectively, and is included in

accrued interest on the accompanying balance sheets.

The Company repaid a total of $ 100,000 during the year ended December 31, 2024,

$ 83,880 in principal and $ 16,120 in accrued interest.

NEUROSCIENCES, INC.

TO FINANCIAL STATEMENTS

31, 2024 and 2023

3 – Related Party Transactions, continued

the year ended December 31, 2023, an employee loaned the Company $ 25,000 .

The balance of the loan as of December 31, 2024 and 2023, was

$ 0 and $ 25,000 , respectively.

The loan is due on demand and accrues interest at 3 % per year.

Accrued interest related to the loan was

$ 0 and $ 723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet.

Company repaid a total of $ 26,422 during the year ended December 31, 2024, $ 25,000 in principal and $ 1,421 in accrued interest.

compensation includes partially accrued salaries to executives since inception.

Since inception, executive salaries have been paid in

cash when the Company’s cash flow has permitted such payment.

During 2020, the Company began consistently paying salaries at 50 %

of the salaries reflected in the respective employment agreements.

As of September 2021, the Company began paying full salaries.

2022, the Company returned to paying partial salaries and by November 2022 the Company stopped paying 100 % salaries in an effort to conserve

September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $ 4,189,626 .

of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $ 1.33 and an aggregate of 1,399,834

restricted stock units with a grant date value of $ 1.33 in exchange for the aggregate forgiveness of compensation in the amount of $ 4,189,626 .

Additionally, the Company agreed to a bonus of $ 513,013 for the employees and a bonus of $ 70,200 to the board members, to be paid upon

the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,

Pursuant to the amendment the cash bonuses of $ 513,013 for the employees and a bonus of $ 70,200 to the board members agreed to

on September 29, 2023, were forgiven, and no cash will be paid upon a successful IPO.

In addition, the options issued in connection with

the forgiveness dated September 29, 2023, have been amended to vest fully on the effective date of the new amendment.

In addition, the

restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834

restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company.

exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of

$ 1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $ 1.33 in exchange for the aggregate forgiveness of

compensation in the amount of $ 583,213 .

The balance of the loans to

the CEO as of December 31, 2024 was $ 146,432 .

The loan was due on demand and accrues interest at 3 %

Accrued interest relating to the loan was $ 1,064 as

of December 31, 2024, and is included in accrued interest on the accompanying 2024 balance sheets.

The Company fully settled the

debt in 2025 by repaying a total of $ 150,782 ,

principal and $ 4,350 in

accrued interest.

The Company repaid a total of $ 100,000 during

the year ended December 31, 2024, $ 83,880 in

principal and $ 16,120 in

accrued interest.

March 15, 2024, a former executive agreed to forgive $ 100,000 of accrued compensation in exchange for 49,605 options to purchase common

3 unchanged sentences

The Company recorded a gain on the forgiveness of accrued compensation in the amount of $ 40,000 .

April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867

shares issued to the Holder in exchange for his related party notes that accrued interest at 3 % that are due from the Company in an aggregate

principal amount of $ 266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would

of become due upon a qualified offering as well as the conversion option.

Therefore, the principal amount of the note was increased to

April 29, 2024, the Company, the Holder of the Note II (See Note 5 – Convertible Debt and Derivative Liability) and the CEO entered

into an amendment in which the CEO agreed to exchange 685,867

shares issued to the Holder in exchange for his related party

notes that accrued interest at 3 %

that are due from the Company in an aggregate principal amount of $ 266,667

and the Holder agreed to forfeit all rights to all additional

future shares from the Company that would of become due upon a qualified offering as well as the conversion option.

Therefore, the principal

amount of the note was increased to $ 1,377,778

and the exchange debt follows the requirements of Note II.

See Note 5 – Convertible Debt and Derivative liability –

Senior Secured Note – Formerly known as the Convertible Debt I for more details.

See Note 5 – Convertible Debt and Derivative liability – Senior Secured Note – Formerly known as the Convertible Debt

I for more details.

NEUROSCIENCES, INC.

4 unchanged sentences

of Accounts Payable and Accrued Expenses

Accounts payable

Professional fees

Total accounts payable and accrued expenses

of December 31, 2024 and 2023, $ 64,105 and $ 67,750 , respectively, was due to a Company wholly owned by the Company’s

Chief Financial Officer, who also is an option holder.

The amount is included in accrued compensation on the Company’s balance

compensation of $ 1,415,093 and

$ 1,562,041 as

of December 31, 2024 and 2023, respectively, includes accrued salaries and health benefits to executives since

inception and board fees.

Since inception, executive salaries have been paid in cash when the Company’s cash flow has

permitted such payment.

By November 2022 the Company stopped paying salaries, although they continued to accrue, in

an effort to conserve cash and starting in the fourth quarter of 2023 , the Company’s executives agreed to reduce their

salaries by 80% until an initial public offering to limit the Company’s compensation expenses.

During December 2024, the

Company returned to paying salaries due to the completion of the initial public offering.

See Note 3 – Related Party

Transactions for details related to forgiveness of accrued compensation.

5 – Convertible Debt and Derivative Liability

August and December 2021, the Company executed twelve convertible promissory notes (“Notes I”) for $ 527,650 in proceeds with

a maturity date of July 31, 2022 , and interest rate of 1 %.

The Notes I will automatically convert into equity securities on the first

business day following effectiveness of an initial public offering of common stock with the Securities and Exchange Commission (“IPO”).

Upon IPO, the outstanding principle of the Notes I and all unpaid accrued interest will automatically convert into a number of restricted

fully paid and non-assessable shares of common stock, or units of common stock and warrants to purchase common stock if units are offered

to the public in the IPO, equal to the indebtedness divided by 70 % of the offering price paid per share at which the IPO is made.

the avoidance of doubt, in the event the IPO is not declared effective prior to the maturity date, none of the indebtedness shall convert

or be convertible into shares of Common Stock.

the time of execution, the Company recorded a debt discount of $ 257,650 based on the fair value of the embedded conversion feature of

Notes I, which was amortized into interest expense over term of Notes I, each with a maturity date of July 31, 2022 .

On August 6, 2022,

the Notes I were amended to extend the maturity date to January 31, 2023 , and increase the interest rate to 5 %.

All other terms remain

the same as previously stated in Notes I.

The impact of the amendment is prospective and increased accrued interest by $ 23,072 and is

included in accrued interest on the accompanying balance sheet.

On February 2, 2023, the Notes I were amended to extend the maturity

date to December 31, 2023 .

During January 31, 2024, the Company and all Note I holders agreed to amend and extend the maturity date of

their notes to December 31, 2024.

The holders waived any default under the original notes prior to the amendment date.

With the amendments

the applicable interest rate to Notes I increased to 10 % effective from January 1, 2024.

The amendments were accounted for as a modification

and not an extinguishment of debt, therefore there was no gain recorded in the statement of operations.

NEUROSCIENCES, INC.

TO FINANCIAL STATEMENTS

accounts payable and accrued expenses

As of December 31, 2025 and 2024, $ 64,105

was due to a Company wholly owned by the Company’s Chief Financial Officer, who also is an option holder, respectively.

is included in accrued compensation on the Company’s balance sheets.

compensation of $ 1,397,357

and $ 1,415,093

5 – Convertible Debt and Derivative Liability, continued

the closing of the IPO on December 4, 2024, the outstanding principal and all unpaid accrued interest, totalling $ 636,852 , of the

Notes I converted into an aggregate of 227,447 share of common stock of the Company at $ 2.80 , which is 70 % of the offering price of $ 4.00 .

Secured Note – Formerly Known as the Convertible Debt II

Note - On April 11, 2022, the Company entered into a securities purchase agreement with an accredited investor (the “Holder”).

Pursuant to the terms of the securities purchase agreement, the Company received aggregate gross proceeds of $ 1,000,000 , less loan origination

costs of $ 22,667 , and issued a (i) 10 % original issue discount senior secured convertible note (the “Note II”) in the principal

amount of $ 1,111,111 and (ii) 514,403 shares of common stock.

Company will have the right at any time to redeem in cash all or a portion of Note II at 120% (or 125% on or after the first six months

from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment.

to the terms of the securities purchase agreement, the Company received aggregate gross proceeds of $ 1,000,000 , less loan origination

costs of $ 22,667 , and issued a (i) 10 % original issue discount senior secured convertible note (the “Note II”) in the principle

amount of $ 1,111,111 and (ii) 514,403 shares of common stock.

an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% of principal and interest through maturity

shall be due and payable .

At the Holder’s option the Holder shall be entitled to be paid in cash or after the Qualified Offering

(as defined in the Purchase Agreement) common stock with the conversion price of the common stock equal to a 30% discount to the lowest

closing price of the common stock for the 20 prior trading days.

October 10, 2022, Note II was amended to postpone the commencement of the principal payments from October 11, 2022 to November 11, 2022.

As consideration for the amendment, an additional 42,867 shares of common stock were issued to the Holder on October 10, 2022, valued

at 1/12 th of the original 514,403 shares issued at commencement of Note II.

November 10, 2022, Note II was amended to postpone the commencement of the principle from November 11, 2022 to February 11, 2023 and

payable in three monthly instalments.

An additional 128,599 shares of common stock were issued to the Holder on November 10, 2022, value

at 1/4 th of the original 514,403 shares issued at commencement of Note II.

February 6, 2023, Note II was amended to postpone the commencement of the principle to February 28, 2023.

On March 6, 2023, Note II was

amended to postpone the commencement of the principal from February 11, 2023 to May 31, 2023.

The Company and the noteholder agreed to

a repayment plan on past due interest.

In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note II

of 120% (or 137.5% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company

and its subsidiaries, upon the Change of Control, or on a Qualified Offering.

Upon default of Note II, the Company agrees to pay 137.5%

of the outstanding note principal, and accrued interest through maturity and all liquidation damages.

As a result of the material modification,

the incremental fair value of the modified derivative was classified as a debt extinguishment.

Due to the extension of the maturity date

of the convertible note, the fair value of the derivative liability increased.

This resulted in the Company recording a loss on extinguishment

of debt of $ 670,419 .

as of December 31, 2025 and 2024, respectively, includes accrued salaries and health benefits to executives since inception and

Since inception, executive salaries have been paid in cash when the Company’s cash flow has permitted such

By November 2022 the Company stopped paying salaries, although they continued to accrue, in an effort to conserve cash and

starting in the fourth quarter of 2023, the Company’s executives agreed to reduce their salaries by 80 %

until an initial public offering to limit the Company’s compensation expenses.

During December 2024, the Company returned to

paying salaries due to the completion of the initial public offering.

See Note 3 – Related Party Transactions for details

related to forgiveness of accrued compensation.

5 – Convertible Debt and Derivative Liability

Equity Purchase Agreement and 2025 Convertible Promissory Notes

October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement

with YA II PN, Ltd.

(“Yorkville”), providing the Company the right, but not the obligation, to sell up to $ 20.0 million

of common stock from time to time, subject to customary conditions, including an effective resale registration statement.

connection with the SEPA, Yorkville agreed to provide up to $ 6.0 million of pre-paid advances via convertible promissory notes (the

“2025 Notes”).

On October 27, 2025, the Company received $ 3,720,000 and issued a $ 4.0 million note ( 7 % original

issue discount, “OID”).

A second $ 1,860,000 tranche was received in December 2025, upon registration effectiveness and

receipt of stockholder approval, against a $ 2.0 million note ( 7 % OID).

The notes bear interest at 8 % (increasing to 18 %

upon default), mature on October 24, 2026 , and are convertible at $ 1.50 per share, subject to proportional anti-dilution and

price-protection adjustments (not below a contractual floor).

Beginning January 7, 2026, and monthly thereafter, the Company must

repay one-tenth (1/10) of the then-outstanding principal plus accrued interest (a 5% premium applies to cash repayments).

may be satisfied via SEPA advances without the premium, and SEPA proceeds must be applied first to repay the notes until they are repaid

As consideration for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant

the SEPA, the Company (i) paid to Yorkville a cash “structuring fee” in the amount of $ 25,000 and (ii) upon execution of the

SEPA, issued to Yorkville 131,909 Commitment Shares, which have a total aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s

$20.0 million aggregate purchase commitment under the SEPA (each Commitment Share valued at approximately $1.5162 per share, representing

the VWAP on October 23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the nearest whole share).

February 20, 2026, the Company and Yorkville entered into an Omnibus Amendment (the “Amendment”).

Among other changes, the

Amendment revises the terms of the convertible promissory notes to defer the commencement of monthly installment payments to April 1,

2026, effectively providing an extension of approximately three months.

Convertible Notes include features that allow for settlement through either (i) cash repayment or (ii) issuance of common stock at variable

or fixed conversion prices, subject to certain contractual terms, including a floor price and installment-based repayment structure.

The Convertible Notes are classified as a Level III liability within the fair value hierarchy, as their valuation

is based on significant unobservable inputs and assumptions.

Company elected the fair value option for the Convertible Notes upon issuance.

As such, the Convertible Notes are measured at fair value

at inception and remeasured at each reporting date, with changes in fair value recognized in earnings.

The fair value of the Convertible

Notes was determined using a Monte Carlo simulation model.

valuation approach incorporates multiple potential stock price paths over the contractual term, the Company’s ability to settle

in shares or cash, the note holder’s ability to convert at a fixed price, variable conversion features tied to market prices, and

contractual floors and share caps.

model simulates a large number of potential outcomes and calculates the expected fair value based on probability-weighted results.

The convertible notes accounted for under the fair value election are each debt host financial instruments containing

embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently

remeasured at estimated fair value on a recurring basis at each reporting period date.

Changes in the estimated fair value of the 2025

Notes are recorded as a component of Other (expense) income in the consolidated statements of operations, except that the change in estimated

fair value attributable to a change in the instrument-specific credit risks is recognized as a component of other comprehensive income.

The instrument specific credit risk associated with the 2025 Notes was de minimis.

As a result of electing the fair value method, issuance

costs related to the 2025 Notes, including the structuring fee and the commitment fee were expensed as incurred.

following key assumptions were used in the valuation at each measurement date:

Schedule of Key

Assumptions in Valuation Measurement

Issuance (Oct 24, 2025)

December 24, 2025

December 31, 2025

Stock Price (VWAP)

Risk-Free Rates

3.4 % – 4.5 %

3.5 % – 4.6 %

3.4 % – 4.7 %

Valuation Technique

Monte Carlo Simulation

was estimated using a combination of the Company’s historical volatility and that of comparable publicly traded companies.

At issuance, the initial

convertible promissory note was measured at a fair value of $ 3,914,515 .

As of December 24, 2025, concurrent with the second tranche,

the fair value of the 2025 Notes was remeasured to $ 5,225,670 .

As of December 31, 2025, the fair value of the 2025 Notes was $ 5,298,068 .

Changes in fair value during the period were recognized in the Statements of Operations as Gain on change in fair value of convertible

The original issue discounts totaling $ 420,000 were incorporated into the initial and subsequent fair value measurements of the

As of December 31, 2025, the outstanding principal balance on the 2025 Notes is $ 6,000,000 .

For the year ended December

31, 2025, the Company recognized a net gain on change in fair value of convertible notes of $ 281,932 .

As of December 31, 2025,

the Company incurred $ 61,723 of interest expense and paid $ 22,251 through the sale of 20,000 shares of common stock at an average price

of approximately $ 1.11 through the SEPA.

As of December 31, 2025, $ 39,829 is accrued in Accrued interest on the Company’s balance

NEUROSCIENCES, INC.

2 unchanged sentences

5 – Convertible Debt and Derivative Liability, continued

Secured Note – Formerly Known as the Convertible Debt II, continued

September 22, 2023, Note II was amended to postpone the commencement of the principle to December 31, 2023.

The Company and the noteholder

agreed to a repayment plan on past due interest.

In addition, the Company agreed to prepay in cash the aggregate principal amount of

the Note II of 120% (or 150% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of

the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering.

Upon default of Note II, the Company agrees

to pay 150% of the outstanding note principal and accrued interest through maturity and all liquidation damages.

In addition, upon closing

the Note Holder will receive 175% stock coverage.

As a result of the material modification, the incremental fair value of the modified

derivative was classified as a debt extinguishment.

Due to the extension of the maturity date of the convertible note, the fair value

of the derivative liability increased.

This resulted in the Company recording a loss on extinguishment of debt of $ 217,527 .

April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867

shares issued to the Holder in exchange for his related party notes that accrued interest at 3 % that are due from the Company in an aggregate

principal amount of $ 266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would

of become due upon a qualified offering as well as the conversion option.

Therefore, the principal amount of the note was increased to

$ 1,377,778 and the exchange debt follows the requirements of Note II.

In addition, the Holder agreed to extend the note maturity date

to August 11, 2024.

The note shall be designated as a 10 % original issue discount secured note (“Senior Secured Note”) moving

The Senior Secured Note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence

of a qualified event.

The note is recorded on the balance sheet under note payable.

As a result of the conversion feature of the note

being removed the Company recorded a one-time gain on the modification of the debt of $ 951,868 and a new derivative liability of $ 407,494

was recorded related to the Senior Secured Note.

August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior

Secured Note to October 11, 2024.

November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the

Senior Secured Note to December 10, 2024 .

During December 2024, the Company fully repaid the Senior Secured Note pursuant to the terms

in the amount of $ 2,102,797 .

Agreements - In connection with the Company’s obligations under Note II, the Company entered into a security agreement

and intellectual property security agreement with the Holder, pursuant to which the Company granted a security interest on all assets

of the Company, including all intellectual property of the Company, for the benefit of the Holders, to secure the Company’s obligations

under Note II and the other transaction documents.

March 1, 2023, the Company issued a convertible promissory note (the “Note III”) with a principal amount of $ 150,000 as part

of a settlement agreement with an investor relations firm.

Note III matures on February 28, 2026 and accrues interest at 5 % annually

which compounds quarterly.

Note III is convertible upon election of the holder upon a qualified financing of at least $ 5,000,000 into

shares of common stock equal to 70 % of the per share price of the equity issued in the qualified financing.

Note III is also convertible

upon the completion of an IPO by the Company into shares of common stock equal to 70 % of the per share price of the equity issued in

connection with the IPO.

In both cases the Holder can elect to receive the principal and accrued interest instead of converting the note.

December 2024, the Company fully repaid the Convertible Debt III pursuant to the terms in the amount of $ 178,386 .

August and December 2021, the Company issued convertible notes (collectively, “Notes I”) totaling $ 527,650 ,

originally maturing on July

31, 2022 , with an interest rate of 1 %.

Notes I featured an automatic conversion feature upon an IPO into Common Stock at 70 %

of the IPO price.

Various amendments extended the maturity, ultimately to December 31, 2024, and increased the interest rate to 10%.

In December 2024, following a successful IPO, the then outstanding principal and accrued interest totaling $ 636,852

Notes I converted into 227,447

shares of Common Stock at $ 2.80

Convertible Debt II

April 11, 2022, the Company issued a senior secured convertible note (“Note II”) and 514,403 shares of Common Stock

for net proceeds of $ 977,333 ($ 1,000,000 less origination costs and an embedded discount).

Note II had an original principal

of $ 1,111,111 .

The original terms of Note II included, among other provisions, penalties and stock conversions at substantial discounts

upon default or qualified offerings.

Various amendments were executed which extended principal repayment dates and increased repayment

premiums resulting in losses on debt extinguishment totaling $ 887,946 in 2023.

On April 24, 2024, Note II was further modified,

removing the conversion feature, increasing principal to $1,377,778, and extending the maturity, resulting in a gain on modification

of $ 951,868 and an increase to derivative liability of $ 407,494 .

Note II was fully repaid in December 2024 for $ 2,102,797 , which

included all outstanding principal and accrued interest .

March 1, 2023, the Company issued a convertible note (“Note III”) with a principal amount of $ 150,000

in connection with an investor relations settlement, maturing February

28, 2026 and a compounding 5 %

annual interest rate.

In December 2024, the then outstanding balance of Note III totaling

was fully repaid, which included all then outstanding principal and accrued interest.

the year ended December 31, 2024, $ 147,705 ,

was included in interest expense for the combined convertible Notes I, II and III on the accompanying 2024 statements of operations.

These notes were paid in full in December 2024.

NEUROSCIENCES, INC.

2 unchanged sentences

5 – Convertible Debt and Derivative Liability, continued

the years ended December 31, 2024 and 2023, $ 147,705 and $ 143,761 , respectively, are included in interest expense for the combined convertible

Notes I, II and III on the accompanying statements of operations.

As of December 31, 2024 and 2023 the balance of the combined

convertible promissory Note I, II and III was $ 0 and $ 1,745,472 , respectively, net of the debt discount and loan origination costs of

$ 0 and $ 43,288 , respectively.

Liability Pursuant to Convertible Debt

1 unchanged sentence

accounted for as a derivative liability due to the Holder having the potential to gain value upon IPO.

Accordingly, under the provisions

of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock , the embedded conversion option

contained in Notes was accounted for as derivative liability and debt discount at the date of issuance and has been adjusted to fair

value through earnings at each reporting date.

Accordingly, the embedded conversion

option contained in Notes was accounted for as derivative liability and debt discount at the date of issuance and has been adjusted to

fair value through earnings at each reporting date.

The fair value of the embedded conversion option was determined using the Monte Carlo

valuation model.

the years ended December 31, 2024 and 2023, the derivative liabilities were revalued, and a $ 857,723

and $ ( 887,946 ) ,

respectively, adjustment was recorded as a gain/ (loss) on extinguishment of debt to other expenses reflected in the accompanying

statements of operations.

Company also recorded $( 53,257 ) and $ 148,751 as a (loss) / gain on the change in the fair value of the derivative liability

for the years ended December 31, 2024 and 2023, respectively.

the year ended December 31, 2024, the derivative liabilities were revalued, and a $ 857,723 adjustment

was recorded as a gain on extinguishment of debt to other expenses reflected in the accompanying statements of

Company also recorded $ 53,257

as a loss on the change in the fair value of the derivative

liability for the year ended December 31, 2024.

fair value of the derivative liability of Notes I, Note II and Note III was estimated using the Monte Carlo Valuation model at issuance

1 unchanged sentence

of Fair Value Derivative Liability

NOTES I, II & III

Dividend Rate

Risk-free rate

Probability of IPO

Derivative liability, measurement input

4 unchanged sentences

Liability Pursuant to Convertible Debt, continued

summary of activity of the derivative liability pertaining to the Notes is presented below:

summary of activity of the derivative liabilities and the 2025 Notes, which represent the Level III fair value measurements, is presented below:

of Derivative Liability

Derivative Liability

Balance at December 31, 2022

Fair value at issuance March 1, 2023

Fair value adjustment on date of amendment, net

Fair value change

Balance at December 31, 2023

Fair value change

Extinguishment of derivative liability - Note II

at December 31, 2023

Extinguishment

of derivative liability - Note II

( 1,359,362 )

Fair value at issuance on April 29, 2024 - Senior Secured Note

Repayment of derivative liability

value at issuance on April 29, 2024 - Senior Secured Note

of derivative liability

Fair value at issuance

at December 31, 2024

Derivative liability Balance

Issuance of the 2025 Notes

Fair value change

Balance at December 31, 2025

Derivative liability Balance

6 – Stockholders’ Equity (Deficit)

3 unchanged sentences

There was no preferred stock issued and outstanding as of December

On October 24, 2025, As consideration

for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant the SEPA, the Company, upon execution

of the SEPA, issued to Yorkville 131,909 Commitment Shares, which have a total aggregate dollar value equal to $ 200,000 , or 1.0% of Yorkville’s

$ 20.0 million aggregate purchase commitment under the SEPA (each Commitment Share valued at approximately $ 1.5162 per share, representing

the VWAP on October 23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the nearest whole share).

On April 23, 2025, the Company issued 103,186 shares

of common stock, with an aggregate fair value of $ 66,000 , as consideration for services rendered related to media and investor relations

activities, strategic communications support, enhancement to the Company’s market visibility and shareholder engagement.

value of the shares issued was determined based on the market price of the Company’s common stock at the date of issuance and is

included general and administrative expenses in the accompanying 2024 condensed consolidated statement of operations.

June 3, 2024, the Company entered into a three 36-month service agreement with three different entities.

The Company issued an aggregate

of 3,487,500 restricted shares of common stock, 1,162,500 restricted shares of common stock to each entity.

The shares were registered

upon the Company’s offering that closed in December 2024.

In addition, each of the entities purchased 37,500 shares each of the

Company’s common stock at a price of $ 1.33 per share prior to the occurrence of the Company’s offering.

As of December, 31,

2024, the Company issued 112,500 common stock and the Company received an aggregate of $ 150,000 for the sale of the Company’s common

stock from the three entities.

These shares were also registered upon the closing of the Company’s offering.

The aggregate value

of $ 4,638,375 related to the 3,487,500 restricted shares will be recognize as compensation expense from the date the obligations are

met with the remaining expense being amortized over the remaining term of the 36-months per the services agreements.

As of December 31,

2024, the Company recorded compensation expense for services provided of $ 893,781 related to the restricted shares issued.

The Company issued an

aggregate of 3,487,500

restricted shares of common stock, 1,162,500

restricted shares of common stock to each entity.

The shares were registered upon the Company’s offering that closed in

December 2024.

In addition, each of the entities purchased 37,500

shares each of the Company’s common stock at a price of $ 1.33

per share prior to the occurrence of the Company’s offering.

As of December, 31, 2024, the Company issued 112,500

common stock and the Company received an aggregate of $ 150,000

for the sale of the Company’s common stock from the three entities.

These shares were also registered upon the closing of the

Company’s offering.

The aggregate value of $ 4,638,375

related to the 3,487,500

restricted shares will be recognize as compensation expense from the date the obligations are met with the remaining expense being

amortized over the remaining term of the 36-months per the services agreements.

As of December 31, 2025 and 2024, the Company

recorded compensation expense for services provided of $ 1,546,117 and $ 893,781 , respectively

related to the restricted shares issued.

Note 5 – Convertible Debt and Derivative Liability for shares issued upon the conversion of the convertible notes.

8 unchanged sentences

other fees of $ 1,274,787 .

Company intends to use the proceeds primarily to fund the Phase II clinical trial of its product candidate JOTROL™ in patients

with Parkinson’s Disease, Strategic Service Agreements to accelerate business activities in South-East Asia, research and development

activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees due to Aquanova AG, the

repayment of debt, working capital and other general corporate purposes.

Company grants stock awards to officers, employees, directors, and other key persons pursuant to its 2021 Equity Incentive Plan (“the

the year ended December 31, 2024 and 2023, the Company recognized stock-based compensation of $ 947,124

and $ 1,198,579 ,

respectively, related to vested stock options.

There was $ 355,829

unvested stock options expense as of December 31, 2024.

January 1, 2023, the Company granted a non-qualified stock option to purchase 562,500 shares of Common Stock to our Chief Financial Officer,

at an exercise price of $ 1.33 per share.

The option had a grant date fair value of $ 589,500 .

April 1, 2023, the Company granted non-qualified stock option to purchase an aggregate of 562,500 shares of Common Stock to an employee

and consultants, at an exercise price of $ 1.33 per share.

The options had an aggregate grant date fair value of $ 577,500 .

the year ended December 31, 2025 and 2024, the Company recognized stock-based compensation of $ 2,418,516 and $ 947,124 , respectively,

related to vested stock options.

There was $ 697,835 unvested stock options expense as of December 31, 2025.

January 24, 2024, the Company granted 180,000 stock options to a consultant with an exercise price of $ 1.33 per share.

4 unchanged sentences

grant date fair value of $ 73,459 .

On June 10, 2025, the Company granted 250,000 stock options

to a consultant with an exercise price of $ 0.97 per share and a grant date fair value of $ 191,168 , and a 10 -year term.

of the stock options vest immediately on the grant date, with the remaining 187,500 options vesting in equal monthly installments

ratably beginning in July 2025 through May 2027.

On July 2, 2025, the Compensation Committee approved the grant of an

aggregate of 357,448 stock options issued to certain executives.

The stock options have an exercise price of $ 1.19 per

share, representing the closing price of the Company’s Common Stock on Nasdaq on the date of grant.

The stock options have

a 10-year term and vest in equal installments over a three (3) year period beginning on the grant date of July 2, 2025, subject to the

officers’ continued employment at the time of vesting.

On September 5, 2025, the Company granted an aggregate of 374,755 stock

options to two consultants with an exercise price of $ 1.23 per share and a grant date fair value of $ 340,900 .

The stock options

have a 10 year term and 25 % of the stock options vest immediately on the grant date, with 281,066 options vesting in equal

monthly installments until September 5, 2027.

The Company also granted 109,902 stock options to one of the consultants with

an exercise price of $ 1.23 per share and a grant date fair value of $ 100,000 , and a 10 year term that vest solely upon

achievement of performance conditions as follows:

(a) 15% per Ambassador (maximum of three) referred by consultant and subsequently

engaged by the Company, (b) 20% if consultant is instrumental in arranging a distribution arrangement not previously pursued by the Company,

on terms acceptable to the Company, (c) 20% when such Distribution Contract achieves $1 million in annual sales and (d) 15% when the consultant

arranges the first Celebrity Golf Tournament featuring Nugevia on terms and conditions acceptable to the Company.

On October 24, 2025, in connection with the SEPA and 2025 Convertible

Promissory Notes, the Company issued 131,909 commitment shares with an aggregate value of $ 200,000 to the Investor, Yorkville,

representing 1.0% of Yorkville’s $ 20.0 million aggregate purchase commitment under the SEPA, valued at approximately $ 1.5162 per

share, representing the VWAP on October 23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the

nearest whole share.

Note 3 – Related Party Transactions above for details related to options issued for forgiveness of accrued salaries.

4 unchanged sentences

Schedule of Stock Option

Number of Options

Weighted Average Exercise Price

Weighted Average Contractual Term (Years)

Aggregate Intrinsic Value

Outstanding as of December 31, 2022

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

Average Exercise Price

Average Contractual Term (Years)

Intrinsic Value

as of December 31, 2023

as of December 31, 2024

$ 102,921,147

Exercisable as of December 31, 2024

Exercisable as of December 31, 2023

as of December 31, 2025

as of December 31, 2024

following table summarized information about employee stock options outstanding as of December 31, 2025 and 2024:

17 unchanged sentences

Schedule of Warrant Activity

Number of Shares

Weighted Average Exercise Price per

Weighted Average Remaining Life (Years)

Outstanding as of December 31, 2022

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

Average Exercise Price per Share

Average Remaining Life (Years)

as of December 31, 2024

( 1,359,375 )

as of December 31, 2025

Effective June 22, 2025, the Company entered into an amendment with

a warrant holder for a warrant to purchase 109,376 shares of Common Stock.

The amendment extended the warrant’s exercise

period through August 31, 2025, and clarified the exercise mechanism applicable to the warrant.

The effects of the warrant modification

were de minimis.

On July 16, 2025 the Company entered into an amendment with a warrant

holder who holds 1,249,999 warrants that clarified the exercise mechanisms.

Concurrently with the amendment, the warrant holder

exercised the warrants via a cashless exercise and received 913,299 shares of Common Stock.

Pursuant to the amendment, the Company

agreed to issue the warrant holder 86,700 shares of Common Stock.

On August 12, 2025, the Company received an exercise notice from a

warrant holder who holds 109,376 warrants.

The warrant was exercised via a cashless exercise, and the warrant holder received 30,547 shares

of Common Stock.

Pursuant to the amended warrant agreement, the Company agreed to issue the warrant holder 56,954 shares of

Common Stock.

NEUROSCIENCES, INC.

2 unchanged sentences

6 – Stockholders’ Equity (Deficit), continued

September 29, 2023, the Company issued an aggregate of 1,399,834 restricted stock units with a grant date value of $ 1.33 per unit in

exchange for the forgiveness of accrued compensation.

Pursuant to the amendment dated December 18, 2023, the restricted stock units shall

vest on the on earlier event of either the occurrence of an initial public offering or in the event of change of control of the Company.

The restricted stock units have an aggregate grant date fair value of $ 1,866,445 .

December 18, 2023, the Company terminated 1,399,384 restricted stock units and issued an aggregate of 1,618,537 restricted stock units

with a grant date value of $ 1.33 in exchange for the forgiveness of accrued compensation.

The restricted stock units shall vest on the

earlier event of either the expiration of the lock-up period by the underwriters after the initial public offering or in the event of

change of control of the Company.

The restricted stock units have an aggregate grant date fair value of $ 2,158,050 .

March 15, 2024, the Company issued 7,500 restricted stock units with a grant date value of $ 1.33 per unit in exchange for the forgiveness

of accrued compensation.

The restricted stock units shall vest on the earlier event of either the expiration of the lock-up period

by the underwriters after the initial public offering or in the event of change of control of the Company.

of December 31, 2024, the Company had an aggregate of 1,626,037 restricted stock units outstanding with an aggregate fair value of $ 2,195,550 .

The restricted stock units shall vest on the earlier event of either the expiration of the lock-up period by

the underwriters after the initial public offering or in the event of change of control of the Company.

of both December 31, 2025 and December 31, 2024, the Company had an aggregate of 1,626,037

restricted stock units outstanding with an aggregate fair value of $ 2,195,550 .

7 – Income Taxes

2 unchanged sentences

of Income Tax Provision

Nondeductible expenses

Change in valuation allowance

Effective tax rate

Nondeductible

in valuation allowance

NEUROSCIENCES, INC.

4 unchanged sentences

of Deferred Tax Assets

U.S Federal and State net operating loss

Federal and State net operating loss

Stock-based compensation

Accrued salaries

Orphan drug credit

Derivative liability

Total net deferred tax assets

Valuation allowance

net deferred tax assets

( 9,046,500 )

( 6,059,357 )

Total Deferred Tax Asset

of December 31, 2024, the Company had federal and state (post-apportioned basis) net operating losses (“NOLs”) of $ 26 million,

as well as federal orphan drug tax credit carryforwards of approximately $ 1.06 million.

Approximately $ 10.0 million of the foregoing

federal and state NOLs will expire at various dates from 2026 through 2043, if not limited by triggering events prior to such time.

the provisions of the Internal Revenue Code, changes in ownership of the Company, in certain circumstances, would limit the amount of

federal NOLs that can be utilized annually in the future to offset taxable income.

In particular, Section 382 of the Internal Revenue

Code (“Section 382”) imposes limitations on an entity’s ability to use NOLs upon certain changes in ownership.

Company is limited in its ability to use its NOLs in future years in which it has taxable income, then the Company will pay more taxes

than if it were otherwise able to fully utilize its NOLs.

The Company may experience ownership changes in the future as a result of subsequent

shifts in ownership of the Company’s capital stock that the Company cannot predict or control that could result in further limitations

being placed on the Company’s ability to utilize its federal NOLs.

valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

When determining the amount of net

deferred tax assets that are more likely than not to be realized, the Company assesses all available positive and negative evidence.

This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods

and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified.

it is generally difficult for positive evidence regarding projected future taxable income, exclusive of reversing taxable temporary differences,

to outweigh objective negative evidence of recent financial reporting losses.

Based on these criteria and the relative weighting of both

the positive and negative evidence available, management continues to maintain a full valuation allowance against its net deferred tax

Deferred Tax Asset

As of December 31, 2025, the Company had federal and state (post-apportioned basis) net operating losses (“NOLs”)

of $43.14 million, as well as federal orphan drug credit and research and development tax credit carryforwards of approximately $1.72

Approximately $ 22.3 million of the foregoing federal and state NOLs will expire at various dates from 2036 through 2045, if not limited

by triggering events prior to such time.

Under the provisions of the Internal Revenue Code, changes in ownership of the Company, in certain

circumstances, would limit the amount of federal NOLs that can be utilized annually in the future to offset taxable income.

In particular,

Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on an entity’s ability to use NOLs upon

certain changes in ownership.

If the Company is limited in its ability to use its NOLs in future years in which it has taxable income,

then the Company will pay more taxes than if it were otherwise able to fully utilize its NOLs.

The Company may experience ownership changes

in the future as a result of subsequent shifts in ownership of the Company’s capital stock that the Company cannot predict or control

that could result in further limitations being placed on the Company’s ability to utilize its federal NOLs.

A valuation allowance, if needed, reduces deferred tax assets to the amount

expected to be realized.

When determining the amount of net deferred tax assets that are more likely than not to be realized, the Company

assesses all available positive and negative evidence.

This evidence includes, but is not limited to, prior earnings history, expected

future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the

likelihood of the realization of a deferred tax asset.

The weight given to the positive and negative evidence is commensurate with the

extent the evidence may be objectively verified.

As such, it is generally difficult for positive evidence regarding projected future taxable

income, exclusive of reversing taxable temporary differences, to outweigh objective negative evidence of recent financial reporting losses.

Based on these criteria and the relative weighting of both the positive and negative evidence available, management continues to maintain

a full valuation allowance against its net deferred tax assets.

NEUROSCIENCES, INC.

17 unchanged sentences

May 1, 2021, the Company entered into a 61 -month operating lease for office space for a base rent of $ 3,783 subject to a 3 % yearly escalation.

The Company adopted ASC Topic 842, Leases upon inception of the lease.

of December 31, 2025 and 2024, the Company’s operating lease right-of-use asset, net (ROU) is $ 23,214 and $ 69,642 , respectively,

1 unchanged sentence

of Operating Lease Right-of-use Asset and Liability

Operating lease right-of-use asset (“ROU”) is summarized below:

Office lease ROU

Less accumulated reduction

Balance of ROU, net

Operating lease liability related to the ROU asset is summarized below:

Office lease liability

Reduction of lease liability

minimum lease liability payments under non-cancelable operating lease at December 31, 2024 and 2023 are as follows:

lease right-of-use asset (“ROU”) is summarized below:

accumulated reduction

lease liability related to the ROU asset is summarized below:

lease liability

of lease liability

Future minimum lease liability payments under non-cancelable operating lease

at December 31, 2025 are as follows:

of Future Minimum Lease Liability Payments Under Non-cancelable Operating Lease

1 unchanged sentence

imputed interest

Total lease liabilities

Current operating lease liabilities

Non-current operating lease liabilities

Total lease liabilities

lease liabilities

operating lease liabilities

lease liabilities

NEUROSCIENCES, INC.

32 unchanged sentences

was accounted for as a prepaid contract and will be expensed over a three-year period.

For the year ended December 31, 2024, the Company recorded prepaid contract expense of $ 54,612 .

For the years ended December 31, 2025 and

December 31, 2024, the Company recorded prepaid contract expense of $ 766,667

and $ 54,612 , respectively.

Employment Agreements

17 unchanged sentences

their original agreements.

of December 4, 2024, the base salaries was adjusted to 105% of the original base salaries and the Company started paying a 100% of

the salaries .

of December 4, 2024, the base salaries was adjusted to 105% of the original base salaries and the Company started paying a 100% of the

NEUROSCIENCES, INC.

3 unchanged sentences

and Royalty Agreements - Aquanova AG

September 15, 2016, the Company entered into a Development, Collaboration and License Agreement (“License Agreement”) with

Aquanova AG, a German company in the field of development, manufacturing and selling of colloidal formulas.

The License Agreement resulted

in the creation of the pharmaceutic product, JOTROL.

The License Agreement is in effect until product launch, which is undeterminable

at this time.

The Chief Scientific Officer of the Company and the CEO of Aquanova are the joint inventors of JOTROL.

Aquanova is assignee

on the patents in the United States, the European Union, China and Japan whereas the Company is obligated to maintain the patents.

agreement grants ownership to the Company for regulatory approvals and the sole and exclusive worldwide right to develop, manufacture

and commercialize all products, including JOTROL.

Aquanova is granted the exclusive license to conduct formulation development and manufacturing.

The agreement also defines fees owed to Aquanova for product and formulation development and licensing of the products.

The Company is

required to pay Aquanova an annual license fee of $ 75,000 upon acceptance of the product formulation by both parties, with the license

fee requirement ending in the year of marketing authorization approval (“MMA”) in a single territory.

MMA has not yet been

received as of the period ended September 30, 2024.

As of December 31, 2024 and 2023, $ 75,000 and $ 150,000 of accrued license

fees are included in accounts payable and accrued expenses on the balance sheet, respectively.

Upon receipt of approval of the MMA in

each territory (e.g., United States, European Union, China, Japan), the Company will pay $ 200,000 to Aquanova per territory an MMA approval

is received, up to a max of $ 600,000 .

The Company shall pay Aquanova a royalty of 5 % of net sales in each territory through the later

of ten years after the first commercial sale, the first date there is no valid claim within the Aquanova patent rights, or the date of

expiration of the MMA in each territory.

mutual agreement, the Company can pay a one-time royalty of $ 3,000,000 within 180 days of United States marketing approval, with subsequent

royalty payments reduced to 1.25 %, in accordance with the terms set forth above.

September 13, 2016, the Company entered into a Development, Collaboration and License Agreement (“License Agreement”)

with Aquanova AG, a German company in the field of development, manufacturing and selling of colloidal formulas.

Agreement resulted in the creation of the pharmaceutic product, JOTROL™.

The Chief Scientific Officer of the Company and

Aquanova’s founder, former CEO, and lead scientist, Darius Benham, are the joint inventors of

Aquanova is assignee on the patents in the United States, the European Union, China and Japan whereas the Company is

obligated to maintain the patents.

The agreement grants ownership to the Company for regulatory approvals and the sole and exclusive

worldwide right to develop, manufacture and commercialize all products, including JOTROL™.

Aquanova is granted the exclusive

license to conduct formulation development and manufacturing.

The agreement also defines fees owed to Aquanova for product and

formulation development and licensing of the products.

The Company is required to pay Aquanova an annual license fee of $ 75,000 upon

acceptance of the product formulation by both parties, with the license fee requirement ending in the year of marketing

authorization approval (“MMA”) in a single territory.

MMA has not yet been received as of the period ended December 31, 2025.

As of December 31, 2025 and 2024, $ 0 and

accrued license fees are included in accounts payable and accrued expenses on the balance sheet, respectively.

Upon receipt of

approval of the MMA in each territory (e.g., United States, European Union, China, Japan), the Company will pay $ 200,000 to

Aquanova per territory an MMA approval is received, up to a max of $ 600,000 .

The Company shall pay Aquanova a royalty of 5 %

of net sales in each territory through the later of ten years after the first commercial sale, the first date there is no valid

claim within the Aquanova patent rights, or the date of expiration of the MMA in each territory.

On December 1, 2021, the Company and Aquanova entered into

a Debt Forgiveness and Exchange Agreement, pursuant to which $ 225,000 of accrued and outstanding obligations owed to Aquanova under the

License Agreement were forgiven in exchange for $ 125,000 in cash, a $ 100,000 promissory note, and the issuance of stock options to Aquanova.

As of December 31, 2025, $ 0 in accrued license fees are recorded in accounts payable.

is an option (exercisable by either party) to require the Company to pay a one-time royalty of $ 3,000,000

within 180 days of United States marketing approval, with subsequent royalty payments reduced to 1.25 %,

in accordance with the terms set forth above.

Children’s Research Institute

10 unchanged sentences

Upon receipt of approval of the MMA in each territory

(e.g., United States, European Union, China, Japan), the Company will pay $ 100,000 to MCRI per each territory up to a maximum of $ 300,000 .

(e.g., United States, European Union, China, Japan), the Company will pay $ 100,000

to MCRI per each territory up to a maximum of $ 300,000 .

MMA has not yet been received as of September 30, 2024.

The Company shall pay MCRI a royalty of 1.5 % of net sales in each territory until

the product is no longer sold in the respective territory.

The Company shall pay MCRI a royalty of 1.5 %

of net sales in each territory until the product is no longer sold in the respective territory.

The Company has presently put

all R&D efforts associated with the treatment of Friedreich’s Ataxia on hold.

and Development Service Providers

6 unchanged sentences

as of December 31, 2025.

June 3, 2024, the Company entered into three 36 -month

service agreements with three different entities.

The Company issued an aggregate of 3,487,500 restricted

shares of common stock, 1,162,500 restricted

shares of common stock to each entity.

The shares were to be registered upon an IPO as long as an IPO happens no later than March 31,

Either party is able to terminate the respective agreement with no liability upon the occurrence of i) the Company

failing to raise at least $10 million in gross proceeds from an IPO prior to May 31, 2025, ii) if either party is involved in any illegal

activity or iii) at any time as long as both parties agree to it.

The shares were registered in the IPO.

The Company initially will recognize

stock based compensation expense from the effective date of the agreement through the date the obligations are met with the

remaining expense being amortized over the remaining term of the 36 -months

June 3, 2024, the Company entered into three 36 -month service agreements with three different entities.

The Company issued an aggregate

of 3,487,500 restricted shares of common stock, 1,162,500 restricted shares of common stock to each entity.

The shares were to be registered

upon an IPO as long as an IPO happens no later than March 31, 2025.

Either party is able to terminate the respective agreement with no

liability upon the occurrence of i) the Company failing to raise at least $10 million in gross proceeds from an IPO prior to May 31,

2025, ii) if either party is involved in any illegal activity or iii) at any time as long as both parties agree to it.

The shares were

registered in the IPO.

Company initially recognized stock-based compensation expense from the effective date of the agreement through the date the

obligations were met with the remaining expense being amortized over the remaining term of the 36 -months

per the services agreements.

3 unchanged sentences

for a total stock-based compensation expense of $ 893,784 .

The future stock based compensation expense as of December 31, 2024 is $ 3,744,591 .

addition, each of the entities agreed to purchase 37,500

shares each of the Company’s common stock

at a price of $ 1.33

per share prior to the occurrence of the IPO

and these shares were registered in the IPO.

Note 9 – Segment Report

The Company’s Chief Executive Officer serves as the

CODM and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis.

the Company operates as a single reportable segment under ASC 280, Segment Reporting, defined by the CODM as JOTROL Drug Development.

The Company operates in one reportable segment, JOTROL Drug Development,

which includes all activities related to the development of JOTROL, to address unmet medical needs and improve the lives of patients.

The determination of a single reportable segment is consistent with the financial information regularly provided to the Company’s

CODM, who reviews and evaluates net loss for purposes of assessing performance, making operating decisions, allocating resources and planning

and forecasting for future periods.

The measure of segment assets is reported on the balance sheet as total assets.

For the year ended December 31, 2025, the Company recorded $ 1,546,117

stock-based compensation expense and the remaining future stock-based compensation expense as of December 31, 2025 is $ 2,198,474 .

addition, each of the entities agreed to purchase 37,500 shares each of the Company’s common stock at a price of $ 1.33 per share

prior to the occurrence of the IPO and these shares were registered in the IPO.

NEUROSCIENCES, INC.

TO FINANCIAL STATEMENTS

31, 2025 and 2024

9 – Segment Report

Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”).

The CODM evaluates financial

performance and makes resource allocation decisions based on the operating results of the Company’s reportable segments.

October 1, 2025, the Company operates through two reportable segments under ASC 280, Segment Reporting:

(i) its premium nutritional supplements, and (ii) pharmaceutical operations

focused on drug candidates for CNS and rare orphan diseases.

Nutritional Supplements

segment includes all activities related to the commercialization and sale of the Company’s Nugevia product line.

Activities within

this segment primarily consist of marketing, distribution, sales, customer support, and related supply chain management associated with

Nugevia products.

Pharmaceutical Operations

segment includes all activities related to the research, development, and regulatory advancement of JOTROL™, the Company’s

proprietary resveratrol-based therapeutic candidate, which is being developed to address unmet medical needs and improve patient outcomes.

Activities within this segment primarily consist of clinical development, regulatory, manufacturing development, intellectual property

protection, and related research and development functions.

CODM assesses segment performance and allocates resources based on segment net loss (income), which represents the primary measure of

profit or loss reviewed.

The CODM does not evaluate segments using discrete asset or liability information.

Accordingly, total assets

are reported on a consolidated basis in the accompanying consolidated balance sheets.

are attributed to each reportable segment based on the nature of the activity and the function to which the expense relates.

are directly identifiable with a specific segment are recorded to that segment.

Selling, general and administrative expenses that benefit

both segments are allocated using reasonable and consistently applied methodologies that reflect the estimated level of effort or resources

consumed by each segment.

These allocation methodologies may include time and effort analyses, headcount, relative revenue, or other

activity-based measures, depending on the underlying cost driver.

allocation methodologies are reviewed periodically and refined as necessary to reflect changes in the business.

The Company believes

such allocations are reasonable and consistent with the manner in which the CODM evaluates segment performance and makes resource allocation

and other expenses consist primarily of public company costs (including board, investor relations, and SEC reporting expenses), certain

executive compensation, certain stock-based compensation, interest income (expense), other income (expense), and income taxes.

costs are not allocated to reportable segments because they are not included in the measures reviewed by the CODM for purposes of assessing

segment performance.

information for the year ended December 31, 2025 is presented below:

of Segment Reporting Information

Pharmaceutical Operations

Premium Nutritional Supplements

Reportable Segments

of goods sold

and development

general and administrative

( 2,904,128 )

( 1,161,927 )

( 4,066,055 )

Other interest

income (expense), net

( 2,904,128 )

( 4,066,055 )

( 4,578,842 )

( 8,644,897 )

10 – Subsequent Events

Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued.

Based upon the

evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the Financial Statements.

Subsequent to year end and through March 31, 2026, we have issued and sold

approximately 1.1 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 us of approximately $ 625,748 .

On February 26, 2026, the Company received two

written notices from the Listing Qualifications Department of Nasdaq notifying the Company that (i) the listing of the Company’s

Common Stock was not in compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued

listing of its Common Stock on The Nasdaq Capital Market, as the closing bid price of the Common Stock was less than $ 1.00 per share for

the previous 30 consecutive business days, and (ii) for the 30 consecutive business days ended February 26, 2026, the Company’s

market value of listed securities closed below the $ 35 million threshold required for continued listing on The Nasdaq Capital Market under

Nasdaq Listing Rule 5550(b)(2).

The Company has 180 calendar days, or until August 25, 2026, to regain compliance with both the minimum bid price

requirement and the market value of listed securities requirement.

To regain compliance with the minimum bid price requirement, the Company’s

common stock must have a closing bid price of at least $ 1.00 per share for a minimum of 10 consecutive business days (or such longer period,

up to 20 consecutive business days, as Nasdaq may require).

To regain compliance with the market value of listed securities requirement,

the Company’s market value of listed securities must be at least $ 35 million for a minimum of 10 consecutive business days.

2025 Notes Amendment

On February 20, 2026, the Company and Yorkville

entered into an Omnibus Amendment.

Among other changes, the Amendment revises the terms of the 2025 Convertible Promissory Notes to defer

the commencement of monthly installment payments to April 1, 2026, effectively providing an extension of approximately three months.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

1 unchanged sentence

NEUROSCIENCES, INC.

March 28, 2025

A pril 1 , 2026

Christer Rosén

11 unchanged sentences

of the Board and Chief Executive Officer (principal executive officer)

March 28, 2025

Saleem Elmasri

Financial Officer (principal financial officer and principal accounting officer)

March 28, 2025

Marshall Hayward, Ph.D.

March 28, 2025

Hayward, Ph.D.

March 28, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures