JUPITER NEUROSCIENCES, INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission file number: 001-41265 JUPITER NEUROSCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 47-4828381 (State of Incorporation) (IRS Employer ID Number) 11621 Kew Gardens Ave , Suite 210 Palm Beach Gardens , FL , 33410 (Address of Principal Executive Offices) (561) 406-6154 (Registrant’s Telephone number) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share JUNS The Nasdaq Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 14, 2026, there were 770,081 shares of Common Stock, par value $ 0.0001 per share (“Common Stock”) issued and outstanding. TABLE OF CONTENTS Page PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) 5 Condensed Balance Sheets 5 Condensed Statements of Operations 6 Condensed Statement of Changes in Stockholders’ Equity (Deficit) 7 Condensed Statements of Cash Flows 8 Notes to Condensed Financial Statements 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 32 PART II - OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 3. Defaults Upon Senior Securities 34 Item 4. Mine Safety Disclosures 34 Item 5. Other Information 34 Item 6. Exhibits 35 Signatures 36 2 EXPLANATORY NOTE REGARDING REVERSE STOCK SPLIT On August 6, 2026, we effected a reverse stock split of our common stock at a ratio of 1-for-75 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 75 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards and convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share are entitled to receive cash in lieu thereof. Accordingly, all share and per share amounts for all periods presented in these condensed financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award and convertible security as if the transaction had occurred as of the beginning of the earliest period presented. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q for the six months ended June 30, 2026 (the “Quarterly Report on Form 10-Q”) contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast”, “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seeks,” “should,” “would” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are not guarantees for future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled Risk Factors in this filing and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2026 (the “Annual Report on Form 10-K”): ● Our substantial amount of indebtedness associated with the convertible promissory notes issued in connection with the Standby Equity Purchase Agreement may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and make payments on our indebtedness; ● Low trading volume in our common stock may limit or prevent our ability to draw on the Standby Equity Purchase Agreement to pay down the convertible promissory notes; ● We have not generated meaningful revenue from product sales to date, have incurred significant net losses since our inception, and expect to continue to incur significant net losses for the foreseeable future; ● Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report; ● We will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization efforts; ● Raising additional capital may cause substantial dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates; ● Our business and future prospects with the Nugevia brand and our pharmaceutical products are significantly dependent on our exclusive, worldwide license agreement with Aquanova. Any adverse development related to this license agreement could materially and adversely affect our operations, financial condition, and results of operations; ● Clinical drug development involves a lengthy and expensive process with an uncertain outcome. The clinical trials of our product candidate may not demonstrate safety and efficacy to the satisfaction of the FDA, EMA or other comparable foreign regulatory authorities or otherwise produce positive results and the results of preclinical studies and early clinical trials may not be predictive of future results. We may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of our product candidates; 3 ● We have limited resources and are currently focusing the majority of our efforts on developing JOTROL™ for particular indications. As a result, we may fail to capitalize on other indications or product candidates that may ultimately have proven to be more profitable; ● We face significant competition and if our competitors develop and market technologies or products more rapidly than we do or that are more effective, safer or less expensive than the products we develop, our commercial opportunities will be negatively impacted; ● We may not be successful in our efforts to develop our proprietary drug delivery platform, JOTROL™, to build a pipeline of indications; ● The FDA, EMA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction; ● We may face difficulties from changes to current regulations and future legislation; ● Our success is highly dependent on our ability to attract and retain highly skilled executive officers and employees; ● The Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities; ● The price of our common stock could be subject to rapid and substantial volatility. A “short squeeze” due to a sudden increase in demand for shares of our common stock could lead to extreme price volatility in shares of our common stock. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies. In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading; ● The effects of the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide from the conflict between Russia and Ukraine as well as the conflict in the Middle East; and ● Other risks and uncertainties, including those listed under the captions “ Organization and Description of Business ,” “ Risk Factors ,” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 4 JUPITER NEUROSCIENCES, INC. PART I - FINANCIAL INFORMATION Item 1. Financial Statements JUPITER NEUROSCIENCES, INC. CONDENSED BALANCE SHEETS (Unaudited) June 30, 2026 December 31, 2025 Assets Current Assets: Cash $ 1,521,874 $ 3,789,342 Accounts receivable 10,241 2,637 Prepaid contracts 766,667 766,667 Inventory, net 135,290 159,790 Other current assets 114,734 106,542 Total current assets 2,548,806 4,824,978 Operating lease right of use asset, net 219,864 23,214 Prepaid contracts, noncurrent 331,872 712,055 Other assets 618,058 3,783 Total assets $ 3,718,600 $ 5,564,030 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued expenses $ 918,243 $ 638,646 Accrued compensation 1,414,037 1,397,357 Accrued interest - 39,829 Deferred revenue 859 735 Operating lease liability 15,539 21,247 Convertible notes payable, fair value 1,528,469 5,298,068 Refund liability 2,351 - Total current liabilities 3,879,498 7,395,882 Operating lease liability, net of current portion 205,068 - Total liabilities 4,084,566 7,395,882 Commitments and Contingencies (Note 7) - - Stockholders’ Deficit: Series A preferred stock, par value $ 0.0001 ; 5,000,000 shares authorized, nil shares issued and outstanding - - Common stock, par value $ 0.0001 ; 500,000,000 and 125,000,000 shares authorized, respectively; 664,670 and 459,286 issued and outstanding, respectively 66 46 Additional paid in capital 38,637,349 32,835,128 Accumulated deficit ( 39,003,381 ) ( 34,667,026 ) Total stockholders’ deficit ( 365,966 ) ( 1,831,852 ) Total liabilities and stockholders’ deficit $ 3,718,600 $ 5,564,030 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 JUPITER NEUROSCIENCES, INC. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) 2026 2025 2026 2025 Three Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2026 2025 2026 2025 Product revenues, net 24,245 - 42,897 - Cost of goods sold 3,181 - 7,543 - Gross Profit 21,064 - 35,354 - Expenses: Research and development 600,353 759,448 1,011,402 1,226,193 General and administrative 2,163,656 1,505,432 3,729,897 2,576,690 Total operating expenses 2,764,009 2,264,880 4,741,299 3,802,883 Operating loss ( 2,742,945 ) ( 2,264,880 ) ( 4,705,945 ) ( 3,802,883 ) Other income (expenses): Interest income 10,068 13,050 28,472 23,415 Gain on change in fair value of convertible notes 549,098 - 550,380 - Interest expense ( 90,618 ) ( 1,135 ) ( 209,262 ) ( 2,364 ) Total other income (expenses), net 468,548 11,915 369,590 21,051 Net loss $ ( 2,274,397 ) $ ( 2,252,965 ) $ ( 4,336,355 ) $ ( 3,781,832 ) Net loss per common share: Basic and diluted ( 4.08 ) ( 5.09 ) ( 8.44 ) ( 8.49 ) Weighted average number of common shares outstanding: Basic and diluted 557,567 442,413 514,059 445,256 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 JUPITER NEUROSCIENCES, INC. CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT ) (Unaudited) Shares Amount in Capital Deficit Deficit Common Stock Additional Paid Accumulated Total Stockholders’ Shares Amount in Capital Deficit Equity (Deficit) December 31, 2025 459,286 $ 46 $ 32,835,128 $ ( 34,667,026 ) $ ( 1,831,852 ) Stock-based compensation - - 454,242 - 454,242 Shares issued for exercise of stock options 9,000 1 5,506 - 5,507 Issuance of common stock for payment of notes and interest 13,280 1 496,390 - 496,391 Shares issued for conversion of convertible notes 1,519 - 107,463 - 107,463 Shares issued for service agreement 667 - 46,750 - 46,750 Reverse stock split rounding adjustment ( 1 ) - - - - Net operating loss - - - ( 2,061,958 ) ( 2,061,958 ) March 31, 2026 483,751 $ 48 $ 33,945,479 $ ( 36,728,984 ) $ ( 2,783,457 ) Stock-based compensation - - 490,997 - 490,997 Issuance of common stock for payment of notes and interest 64,000 6 2,340,885 - 2,340,891 Registered direct offering, net of offering costs 95,238 10 1,859,990 - 1,860,000 Shares issued for vested restricted stock units 21,680 2 ( 2 ) - - Reverse stock split rounding adjustment 1 - - - - Net operating loss - - - ( 2,274,397 ) ( 2,274,397 ) June 30, 2026 664,670 66 38,637,349 ( 39,003,381 ) ( 365,966 ) Common Stock Additional Paid Accumulated Total Stockholders’ Equity Shares Amount in Capital Deficit (Deficit) December 31, 2024 441,385 $ 44 $ 30,194,093 $ ( 26,022,129 ) $ 4,172,008 Stock-based compensation - - 421,454 - 421,454 Net operating loss - - - ( 1,528,867 ) ( 1,528,867 ) March 31, 2025 441,385 $ 44 $ 30,615,547 $ ( 27,550,996 ) $ 3,064,595 Stock-based compensation - - 462,488 - 462,488 Shares issued for services rendered 1,376 - 66,000 - 66,000 Shares issued for vested restricted stock units 21,680 2 ( 2 ) - - Net operating loss - - - ( 2,252,965 ) ( 2,252,965 ) June 30, 2025 464,441 $ 46 $ 31,144,033 $ ( 29,803,961 ) $ 1,340,118 The accompanying notes are an integral part of these unaudited condensed financial statements. 7 JUPITER NEUROSCIENCES, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended For the Six Months Ended June 30, 2026 June 30, 2025 Cash Flows from Operating Activities: Net Loss $ ( 4,336,355 ) $ ( 3,781,832 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on change in fair value of convertible notes ( 550,380 ) - Interest expense paid through sale of common stock 131,479 - Amortization of prepaid contracts 380,183 380,182 Stock-based compensation 991,989 883,942 Shares issued for services - 66,000 Change in operating lease right of use asset and lease liabilities 2,710 ( 1,908 ) Decreases (increases) in operating assets and liabilities: Accounts receivable ( 7,604 ) - Prepaid contracts - ( 60,132 ) PharmAla escrow deposit -other assets ( 600,000 ) - Inventory 24,500 - Other assets ( 22,467 ) - Accounts payable and accrued expenses 279,597 177,481 Accrued compensation 16,680 442,826 Deferred revenue 124 Refund liability 2,351 Accrued interest ( 39,829 ) 2,178 Net cash used in operating activities ( 3,727,022 ) ( 1,891,263 ) Cash Flows from Financing Activities: Proceeds from exercise of stock options 5,507 - Payment on convertible note payable ( 405,953 ) - Proceeds from offering, net of costs 1,860,000 - Net cash provided by financing activities 1,459,554 - Net Change in Cash ( 2,267,468 ) ( 1,891,263 ) Beginning of period 3,789,342 3,769,510 End of period $ 1,521,874 $ 1,878,247 Supplemental disclosure of cash flow information: Cash paid for interest $ 87,154 $ 186 Operating lease right-of-use asset obtained in exchange for operating lease liability $ 222,796 $ - Schedule of Non-Cash Investing and Financing Activities: Payment of convertible note from issuance of common stock $ 2,813,265 $ - Stock issued in connection with interest payment $ 125,426 $ - The accompanying notes are an integral part of these unaudited condensed financial statements. 8 JUPITER NEUROSCIENCES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 2026 Note 1 – Organization and Description of Business Jupiter Neurosciences, Inc. (the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company 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 an ongoing Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings clinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function. JOTROL™ has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation, 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. 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 – Standby Equity Purchase Agreement and Convertible Debt for further details. Registered Direct Offering On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), 95,238 shares of common stock of the Company at a price of $ 21.00 per share, for aggregate gross proceeds to the Company of approximately $ 2.0 million. Placement agent fees were $ 140,000 and proceeds before offering expenses were $ 1,860,000 . The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026 (the “Registration Statement”). Nasdaq Minimum Bid Price Compliance 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). Pursuant 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. 9 PharmAla Biotech Holdings Inc. On May 19, 2026, the Company and PharmAla Biotech Holdings Inc. (“PharmAla”) executed a non-binding summary of proposed terms (the “Term Sheet”) describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “Assets”), subject to the Company’s compliance with the definitive agreements. PharmAla is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002. On July 20, 2026, the Company and PharmAla entered into a definitive Strategic Asset License Agreement (the “License Agreement”). Pursuant to the License Agreement, PharmAla granted the Company an exclusive royalty-bearing, sublicensable (subject to restrictions on sublicenses to persons engaged in a competing business without PharmAla’s prior written consent) license under PharmAla’s licensed intellectual property (including patents, know-how and regulatory documentation) to develop, manufacture and commercialize products incorporating or derived from ALA-002 (each, a “Licensed Product”), for all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, solely in the United States of America, including its territories, possessions and commonwealths, and including Puerto Rico (the “Territory”). The license also permits us to manufacture Licensed Products outside the Territory solely for import and sale into the Territory. PharmAla retains all rights to ALA-002 and the licensed intellectual property outside the Territory. In connection with the license, PharmAla has agreed to make available to the Company certain licensed know-how, manufacturing and analytical information, and regulatory documentation reasonably necessary or useful for the Company to develop, manufacture and commercialize Licensed Products in the Territory. The Company will pay PharmAla an aggregate upfront payment of $ 3,333,333 (the “Upfront Payment”), comprised of (i) $ 1,500,000 in cash (the “Initial Cash Consideration”), consisting of a $ 600,000 escrow deposit made at the time of entering into the non-binding term sheet on May 19, 2026 and $900,000 paid on signing of the definitive agreements on July 20, 2026, and (ii) $ 1,833,333 payable in shares of common stock (the “Equity Consideration”). We may elect to pay all or any portion of the Equity Consideration in cash. The Initial Cash Consideration is payable as a condition precedent to the effective date of the License Agreement. The shares of common stock will be issued no later than 30 days after the effective date based on the volume-weighted average price (“VWAP”) of shares of common stock for the 20 consecutive trading days ending on the trading day immediately preceding the issuance date, subject to a Nasdaq 19.99% exchange cap unless stockholder approval is obtained. The License Agreement includes a VWAP reset mechanic pursuant to which if the VWAP during the pricing window is less than the initial issuance price, the Company is required to issue additional shares (or, if the price falls below the Equity Floor Price, pay cash) to ensure PharmAla receives the full value of the Equity Consideration (the “VWAP Reset Mechanic”). The shares are subject to a 120-day lock-up period and registration rights, including our obligation to file a registration statement within 30 days following the issuance date. The Equity Consideration has not been issued as of the date of this filing. The Company will pay PharmAla development milestone payments totaling up to $ 23,333,333 , comprised of (i) $3,333,333 upon first dosing of the first patient in a Phase 3 clinical trial of a Licensed Product in the Territory (payable fifty percent (50%) in cash and fifty percent (50%), at PharmAla’s election, in cash or common stock) and (ii) $20,000,000 upon first FDA approval of an NDA for a Licensed Pr6oduct (payable in cash). Each development milestone payment is payable only once. The Company will pay PharmAla commercialization milestone payments totaling up to $ 73,333,333 , comprised of (i) $10,000,000 upon first achievement of $333,333,333 in net sales in the Territory, (ii) $30,000,000 upon first achievement of $1,000,000,000 in net sales in the Territory, and (iii) $33,333,333 upon first achievement of $2,000,000,000 in net sales in the Territory. Each commercialization milestone payment is payable only once. 10 Beginning with the calendar quarter in which the third commercialization milestone becomes payable, the Company will pay PharmAla a royalty of 3% of net sales of Licensed Products in the Territory during the term of the License Agreement. The Company has the exclusive right and obligation to develop Licensed Products in the Territory and must use commercially reasonable efforts, at its sole cost and expense, to develop, obtain regulatory approval for, and commercialize Licensed Products in the Territory, including conducting clinical trials, making regulatory filings, and achieving first commercial sale within six months following NDA approval. The Company must also deliver quarterly progress reports to PharmAla during the development period. The Company has sole and exclusive responsibility for manufacturing ALA-002 and Licensed Products for use in the Territory. At our request, PharmAla will arrange supply of GMP-grade ALA-002 drug substance and/or drug product under a separate supply agreement to be negotiated on customary terms. Unless earlier terminated, the License Agreement continues in perpetuity. Either party may terminate the License Agreement for an uncured material breach after a 90-day cure period (five Business Days for certain critical payment obligations, including the Upfront Payment, cash consideration payable as a condition to the effective date, and amounts payable in connection with the VWAP Reset Mechanic or the Nasdaq exchange cap, and 30 days for all other payment obligations). Either party may terminate immediately upon the other party’s insolvency or bankruptcy. PharmAla may terminate upon 90 days’ notice if the Company fails to achieve development milestones by applicable deadlines (subject to specified extensions) and such failure remains uncured. The Company may not consummate a change of control involving a competing business without PharmAla’s prior written consent, and PharmAla may terminate immediately if such a transaction is consummated without consent. We may terminate for convenience upon at least 180 days’ prior written notice, without relieving accrued payment obligations. As of June 30, 2026, the definitive agreement had not yet been executed, and the $ 600,000 escrow deposit was recorded as a noncurrent asset in the accompanying condensed balance sheet. No assets or liabilities associated with the acquisition, other than the escrow deposit, were recognized as of June 30, 2026. Reverse Stock Split On August 6, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation and effected a 1-for-75 reverse stock split of its common stock (the “Reverse Stock Split”), effective at 4:01 p.m. Eastern Time. Every seventy-five shares of issued and outstanding common stock were combined into one share. The par value of the common stock remained $ 0.0001 per share, and the authorized number of common shares was not reduced. The Reverse Stock Split was effected on a holder-by-holder basis. No fractional shares were issued; fractional interests were rounded down, and holders otherwise entitled to a fractional share are entitled to cash in lieu thereof based on the split-adjusted closing sales price of the common stock on August 6, 2026. The Company’s common stock continues to trade under the symbol “JUNS,” and the post-split CUSIP number is 48208B302. Because the Reverse Stock Split became effective after June 30, 2026 but before issuance of these unaudited condensed financial statements, all common-share and per-share amounts for all periods presented, including weighted-average shares and net loss per share, shares underlying stock options, restricted stock units, and convertible securities, and applicable exercise and conversion prices, have been retrospectively adjusted to reflect the Reverse Stock Split. For outstanding equity awards, the number of shares underlying each award was adjusted on an award-by-award basis, with any resulting fractional award shares rounded down to the nearest whole share; no fractional award shares were carried forward. The reduction in the stated value of common stock was reclassified to additional paid-in capital. This presentation adjustment to the opening balances of common stock and additional paid in capital caused a decrease in common stock and an increase in additional paid-in capital by $ 4,919 and $ 3,399 as of June 30, 2026 and December 31, 2025, respectively, and did not affect total stockholders’ deficit. Note 2 – Significant Accounting Policies Basis of presentation, Liquidity and Management’s Plans The accompanying condensed financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). U.S. GAAP contemplates the continuation of the Company as a going concern. For the six months ended June 30, 2026, the Company had net revenues from product sales of $ 42,897 , incurred a net loss of $ 4,336,355 and had negative cash flows of $ 2,267,468 , and a cumulative net loss since inception totaling $ 39,003,381 . In management’s opinion, 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. Management’s plans to address the Company’s liquidity needs include raising additional capital through the Company’s existing Standby Equity Purchase Agreement (“SEPA”) and, as necessary, through other equity or debt financing transactions. As of June 30, 2026, approximately $17.2 million of the $20.0 million aggregate commitment under the SEPA remained available; however, the Company’s ability to access this amount is subject to the availability of shares registered for resale, applicable contractual and regulatory limitations, prevailing market conditions and the trading price and trading volume of the Company’s common stock. On July 7, 2026, the SEC declared effective the Company’s registration statement on Form S-1 registering for resale by Yorkville up to an additional 213,333 shares of common stock that may be issued under the SEPA. The Company’s historically low trading volume may limit the amount and timing of proceeds that can realistically be raised under the SEPA, and therefore the Company cannot presently conclude that the entire remaining commitment will be available when needed. Management intends to utilize available capacity under the SEPA during the third and fourth quarters of 2026, subject to market conditions and applicable limitations, while concurrently evaluating additional financing alternatives to fund the Company’s operations and development activities. There is no assurance that the Company will be able to effect transactions on commercially reasonable terms, if at all. Business Segment Business segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Company’s Chief Operating Decision Maker (“CODM”) and relied upon when making decisions regarding resource allocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues, total expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis. Effective October 1, 2025, the Company operates through two reportable segments: (i) premium nutritional supplements, and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases. Use of Estimates Preparing 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. 11 Significant estimates during the six months ended June 30, 2026 and 2025, respectively, include valuation of stock-based compensation, uncertain tax positions, the valuation of debt instruments, and the valuation allowance on deferred tax assets. Cash The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. 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. The Company did not have any uninsured cash balances that exceeded the FDIC limit of $ 250,000 . Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. The Company evaluates inventory for excess or obsolescence based on forecasted demand and records reserves as necessary. As of June 30, 2026 and December 31, 2025, inventory totaled $ 135,290 and $ 159,790 , respectively. Revenue Recognition The Company recognizes revenue when control of its products is transferred to customers, generally upon shipment or delivery, depending on the terms of the arrangement. Revenue is recorded net of estimated variable consideration, including product returns, rebates, discounts, and other allowances, based on historical experience and other relevant factors. 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 fulfilment activities, and the related costs are included in cost of goods sold. 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. See further discussion in Note 6 - Stockholders’ Equity. Other Assets As of June 30, 2026, the Company had deposited $ 600,000 into escrow in connection with the PharmAla transaction, which was recorded as a noncurrent asset. Subsequent to June 30, 2026, the Company entered into a definitive license agreement with PharmAla Biotech Holdings Inc. for perpetual exclusive U.S. rights to ALA-002. See further discussion in Note 1 – Organization and Description of Business. Research and Development Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. 12 Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of June 30, 2026 and December 31, 2025, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets. Loss Per Share of Common Stock Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock, as calculated using the treasury method. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. As of June 30, 2026, there were 1,333 restricted stock units and 203,833 stock options excluded from the computation of diluted loss per share because their effect was anti-dilutive. As of December 31, 2025, there were 21,680 restricted stock units and 156,331 stock options. Stock-Based Compensation The grant date fair value of stock-based awards issued to employees, non-employees and members of the board of directors, is determined using the Black-Scholes option pricing model and ratably expensed over the requisite service period, which is generally the vesting term of the award. 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, risk-free interest rates and future dividend yields. Clinical Trial Expenses When applicable in preparing financial statements, the Company estimates clinical trial-related expenses based on contracts with vendors, clinical sites, and consultants. Because payment timing often differs from service delivery, the Company records expenses according to actual service performance and trial progression, using discussions with internal staff and external providers. Estimates are periodically adjusted as actual results become known. Accurate accruals depend on timely reporting from third-party vendors, and differences between estimated and actual expenses, though not expected to be significant, may occur. Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). 13 The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Also see Note 5 - Standby Equity Purchase Agreement and Convertible Debt. Convertible Notes with Embedded Derivative Liabilities The 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 or around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those 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. In 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. Leases Operating lease right-of-use (“ROU”) assets and related operating lease liabilities are recognized based on the present value of future minimum lease payments over the expected term of the lease after taking into account the likelihood of renewals and extensions at inception. In the event an implicit interest rate is not present in the lease agreement, the Company utilizes its incremental borrowing rate at lease inception in order to determine the present value. Short term leases with an initial term of less than twelve months are expensed as incurred. Note 3 – Related Party Transactions As of June 30, 2026 and December 31, 2025, $ 84,105 and $ 64,105 , respectively, were payable to Titan Advisory Services LLC (“Titan”), a company wholly owned by our Chief Financial Officer, pursuant to a Master Services Agreement (“MSA”) dated December 31, 2022. Under the MSA, Titan provides executive finance and corporate support services to the Company, including service by Saleem Elmasri as Chief Financial Officer. Note 4 – Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses June 30, 2026 December 31, 2025 Accounts payable $ 360,231 $ 131,130 Professional fees 493,916 467,167 License fee 37,500 - Credit cards 26,596 40,349 Total accounts payable and accrued expenses $ 918,243 $ 638,646 Additionally, as of June 30, 2026 and December 31, 2025, there was accrued compensation of $ 1,414,037 and $ 1,397,357 , respectively, which includes accrued salaries and health benefits to executives since inception and accrued board fees. Since inception, executive salaries have been paid in cash when the Company’s cash flow has permitted such payment and unpaid salaries related to 2022 and 2023 remain unpaid. 14 Note 5 – Standby Equity Purchase Agreement and Convertible Debt Standby Equity Purchase Agreement and 2025 Convertible Promissory Notes On 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. In connection with the SEPA, Yorkville agreed to provide up to $ 6.0 million of pre-paid advances via convertible promissory notes (the “Convertible 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). During the year ended December 31, 2025, the Company received aggregate proceeds of $ 5,100,000 , after deducting $ 420,000 of OID and $ 480,000 of financing costs associated with the transaction. The Convertible Notes bear interest at 8 % (increasing to 18 % upon default), mature on October 24, 2026 , and are convertible at $ 112.50 per share, subject to proportional anti-dilution and price-protection adjustments (not below a contractual floor). Under the original terms of the Convertible Notes, monthly installment payments were scheduled to begin January 7, 2026, with the Company required to repay one-tenth (1/10) of the then-outstanding principal plus accrued interest and a 5% premium applicable to cash repayments. As described below, the February 20, 2026 Omnibus Amendment deferred commencement of monthly installment payments to April 1, 2026 and revised the payment calculation and Advance Notice provisions. As consideration for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant to 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 1,759 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 $113.715 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 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 Notes to defer the commencement of monthly instalment payments to April 1, 2026, effectively providing an extension of approximately three months. On June 26, 2026, the Company filed a registration statement on Form S-1 to register for resale by Yorkville up to an additional 213,333 shares of common stock that may be issued pursuant to future Advances under the SEPA. The Company will not receive proceeds from Yorkville’s resale of such shares. The Company may receive proceeds when and if it elects to issue and sell shares to Yorkville pursuant to future Advances under the SEPA. As of June 30, 2026, approximately $ 17.2 million of the $ 20.0 million aggregate commitment remained available, subject to the limitations and conditions contained in the SEPA. The 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 instalment-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. The 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. 15 This 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. The 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 Convertible Notes are recorded as a component of Other (expense) income in the 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 Convertible Notes was de minimis. As a result of electing the fair value method, issuance costs related to the Convertible Notes, including the structuring fee and the commitment fee were expensed as incurred. The following key assumptions were used in the Monte Carlo Simulation valuation at each measurement date: Schedule of Fair Value Asset Measuring Non-recurring Basis Assumption December 31, 2025 June 30, 2026 Stock Price (VWAP) $ 74.25 $ 15.75 Volatility ~ 65 % ~ 75 % Risk-Free Rates 3.4 % – 4.7 % 3.9 % – 4.8 % Volatility was estimated using a combination of the Company’s historical volatility and that of comparable publicly traded companies. As of December 31, 2025, the fair value of the Convertible Notes was $ 5,298,068 . As of June 30, 2026, the fair value of the Convertible Notes was $ 1,528,469 . Changes in fair value during the period were recognized in the Statements of Operations as Gain on change in fair value of convertible notes. The original issue discounts totaling $ 420,000 were incorporated into the initial and subsequent fair value measurements of the Convertible Notes. For the three and six months ended June 30, 2026, the Company recognized a net gain on change in fair value of Convertible Notes of $ 549,098 and $ 550,380 , respectively. For the three and six months ended June 30, 2026, the Company incurred interest expense of $ 83,004 and $ 195,308 , respectively. For the three and six months ended June 30, 2026, the Company paid interest of $ 99,445 and $ 210,924 , respectively. Of these amounts, $ 21,399 and $ 125,426 , respectively, were settled through the issuance of common stock, and $ 78,035 and $ 78,035 were settled through cash payments, respectively. Additionally, $ 0 and $ 7,463 of interest was settled through the conversion of Convertible Notes during the three and six-month period. The Company also repaid principal of $ 2,713,683 and $ 3,206,058 during the three and six months ended June 30, 2026, respectively. Of these amounts, $ 2,290,801 and $ 2,683,176 , respectively, were settled through the issuance of common stock, and $ 422,882 and $ 422,882 were settled through cash payments, respectively. Additionally, $ 100,000 of principal was settled through the conversion of Convertible Notes during the six-month period. For the three and six months ended June 30, 2026, the share-settled payments for principal and interest were funded through the issuance and sale of approximately 64,000 and 77,279 shares of common stock during the three and six month periods, respectively, pursuant to the SEPA, at an average price of $ 36.13 per share and $ 36.34 per share, respectively. The $ 100,000 of principal and $ 7,463 of accrued interest related to the 2025 Convertible Notes were settled through the conversion of 1,519 shares of common stock at a conversion price of approximately $ 70.75 per share. As of December 31, 2025, the Company incurred $ 61,723 of interest expense and paid $ 22,251 through the sale of 267 shares of common stock at an average price of approximately $ 83.25 through the SEPA. Since inception and through June 30, 2026, we have issued and sold approximately 77,546 shares of common stock to Yorkville pursuant to the SEPA in connection with the settlement of Prepaid Advances and issued 1,519 shares of common stock upon conversion of a portion of the Convertible Notes into common stock, for aggregate net proceeds to us of $ 2,937,948 . As of June 30, 2026, the outstanding principal balance on the Convertible Notes is $ 2,791,624 . 16 A summary of activity of the Convertible Notes, which represent the Level III fair value measurements, is presented below: Schedule of Summary of Activity and Fair Value Measurement Notes Balance at December 31, 2025 $ 5,298,068 Repayments ( 472,375 ) Fair value change ( 1,282 ) Balance at March 31, 2026 $ 4,824,411 Balance, beginning $ 4,824,411 Repayments ( 2,746,844 ) Fair value change ( 549,098 ) Balance at June 30, 2026 $ 1,528,469 Balance ending $ 1,528,469 Note 6 – Stockholders’ Equity (Deficit) Common Stock The Company is authorized to issue 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 664,670 shares of common stock issued and outstanding as of June 30, 2026. There was no preferred stock issued and outstanding as of June 30, 2026. On May 20, 2026, the Company entered into a Securities Purchase Agreement with investors (the “Investors”), pursuant to which the Company sold, in a registered direct offering by the Company directly to the Investors (the “Offering”), 95,238 shares of common stock of the Company at a price of $ 21.00 per share, for aggregate gross proceeds to the Company of approximately $ 2.0 million. Placement agent fees were $ 140,000 and proceeds before offering expenses were $ 1,860,000 . On 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. Since inception and through June 30, 2026, we have issued and sold approximately 77,546 shares of common stock to Yorkville pursuant to the SEPA, including shares of common stock issued in connection with the settlement of Prepaid Advances and 1,519 shares of common stock upon conversion of the Convertible Notes, for aggregate net proceeds to us of $ 2,937,948 . Equity Awards and Compensation Arrangements On June 5, 2026, the Company entered into Amendment No. 3 to Alison Silva’s employment agreement, appointing Ms. Silva as Chief Operating Officer and President and increasing her base salary to $340,200 from $315,000. In connection with the amendment, on June 2, 2026, the Board approved a one-time option grant to Ms. Silva to purchase up to 8,000 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments. On June 2, 2026, the Compensation Committee approved stock option grants to each independent non-employee director to purchase up to 1,333 shares of common stock under the 2025 Equity Incentive Plan, vesting over three years commencing September 2, 2026 in equal quarterly installments. On June 2, 2026, the Board approved 28,820 stock options to executive officers under the 2025 Equity Incentive Plan. The Board also approved a one-time option grant to the Chief Financial Officer to purchase up to 2,666 shares of common stock. Each grant vests over three years commencing September 2, 2026 in equal quarterly installments. 17 On June 29, 2026, in connection with his appointment to the Board of Directors, the Company granted Tomas J. Philipson, Ph.D. options to purchase an aggregate of 7,152 shares of common stock under the 2025 Equity Incentive Plan. The grants consisted of (i) an option to purchase 1,200 shares in connection with his appointment and (ii) an option to purchase 5,952 shares in lieu of the annual cash retainer and committee fees otherwise payable for his service on the Board and its committees. The options have an exercise price equal to the fair market value of the Company’s common stock on the grant date and vest in equal quarterly installments over 36 months, subject to Dr. Philipson’s continued service as a director. During the six months ended June 30, 2026, the Company issued 667 shares of Common Stock, with an aggregate fair value of $ 46,750 , 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. The fair 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 in general and administrative expenses in the accompanying condensed statement of operations. Service Agreement On June 3, 2024, The Company entered into service agreements with three separate entities, each with a 36-month term. In connection therewith the Company issued an aggregate of 46,500 restricted shares of Common Stock, 15,500 ratably to each entity with an aggregate fair value at issuance totaling $ 4,638,375 which were registered upon the closing of the IPO in December 2024. In addition, each of the entities agreed to and ultimately purchased 500 shares of the Company’s Common Stock at a purchase price of $ 99.75 per share prior to the effective date of the IPO, resulting in aggregate proceeds of $ 150,000 . Pursuant to the agreements, the counterparties are obligated to perform certain services, as defined, and the Company is recognizing the fair value of the issued restricted shares as compensation expense over the 36-month term, the requisite service period. During the three months ended June 30, 2026 and 2025, the Company recorded compensation expense of $ 380,183 in each period, related to the agreement, which is included in general and administrative expenses in the accompanying condensed statements of operations. Stock Options On April 2, 2026, the Company granted an aggregate of 2,666 stock options to two consultants with an exercise price of $ 27.75 per share and a grant date fair value of $ 73,982 . The stock options have a 10 -year term and 25 % of the stock options vest immediately on the grant date, with 2,000 options vesting in equal monthly installments over 36 months. On June 2, 2026, the Company also issued 46,690 stock options to executive officers, board members, and certain employees with an exercise price of $ 20.85 per share and a grant date fair value of $ 973,487 . The stock options have a 10 -year term and 25 % of the stock options vest commencing from September 2, 2026, in equal quarterly installments over 36 months. On June 29, 2026, the Company also issued 7,152 stock options to a new board of director member with an exercise price of $ 21.00 per share and a grant date fair value of $ 150,192 . The stock options have a 10 -year term and vest in equal quarterly installments over 36 months. The significant inputs utilized to determine the grant date fair value of stock options issued during the six month periods ended June 30, 2026, and 2025 were as follows: Schedule of Grant Date Fair Value of Stock Options Issued June 30, June 30, 2026 2025 Dividend Yield 0 % 0 % Weighted average expected term (years) 6.25 5.38 Volatility 173 - 179 % 101.98 % Risk-free rate 4.31 - 4.46 % 4.18 % Weighted average exercise price $ 0.28 $ 0.97 A summary of activity for the six months ended June 30, 2026, after giving effect to the Reverse Stock Split, is presented below: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2025 156,331 $ 77.56 5.4 $ 1,772,167 Granted 56,502 21.19 Exercised ( 9,000 ) 0.61 Forfeited - - Outstanding as of June 30, 2026 203,833 65.33 6.6 - Exercisable as of June 30, 2026 138,395 81.50 5.0 - The following table summarized information about employee stock options outstanding as of June 30, 2026: Schedule of Employee Stock Options Outstanding Outstanding Options Vested Options Exercise Price Number Outstanding at June 30, 2026 Weighted Average Remaining Life Number Exercisable at June 30, 2026 Weighted Average Remaining Life $ 20.85 46,684 9.94 - - $ 21.00 7,152 10.00 - - $ 27.65 2,666 9.76 832 9.76 $ 55.47 22,099 2.57 22,099 2.57 $ 60.00 37,109 2.80 37,109 2.80 $ 72.75 3,333 8.92 2,137 8.92 $ 89.25 4,765 9.01 - - $ 92.25 6,461 9.19 2,654 9.19 $ 100.00 72,814 6.58 72,814 6.58 $ 162.00 750 4.96 750 4.96 203,833 6.56 138,395 5.02 For the six months ended June 30, 2026, the Company recognized stock-based compensation expense of $ 991,989 , consisting of $ 945,239 related to stock options and $ 46,750 related to shares issued for services. Restricted Stock Units On April 30, 2026, the Company granted Victoria Silvstedt 1,333 restricted stock units under the 2025 Equity Incentive Plan, with each restricted stock unit representing the right to receive one share of the Company’s common stock. 25 Twenty-five percent of the award vested on the grant date, and the remaining restricted stock units vest in four equal quarterly installments through April 30, 2027, subject to continued service. As of June 30, 2026, 1,333 shares were outstanding, of which 333 were vested and 1,000 were unvested. There was $ 1,681,992 unrecognized stock-based compensation expense as of June 30, 2026, which will be recognized over a period of approximately 2.6 years. 18 Note 7 – Commitments and Contingencies Legal Matters In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to, among other things, intellectual property, commercial arrangements, employment, and regulatory matters. While the outcome of these proceedings and claims cannot be predicted with certainty, as of June 30, 2026, we were not party to any material legal or arbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us. Office Lease On 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 lease terminated on May 30, 2026. On June 1, 2026, the Company commenced a new operating lease for office space with a term of 76 months. This lease provides for an initial monthly base rent of $ 3,650 subject to a 3 % yearly escalation. As of June 30, the Company’s operating lease right-of-use asset, net (ROU) is $ 219,864 and the total lease liability is $ 220,607 based on an incremental borrowing rate of 8 %. Schedule of Operating Lease Right-of-use Asset and Liability June 30, 2026 Operating lease right-of-use asset (“ROU”) is summarized below: Office lease ROU $ 222,796 Less accumulated reduction ( 2,932 ) Balance of ROU, net $ 219,864 Operating lease liability related to the ROU asset is summarized below: Office lease liability $ 219,146 Change in lease liability 1,461 Total $ 220,607 19 Future minimum lease liability payments under the non-cancellable operating lease at June 30, 2026 is as follows: Schedule of Future Minimum Lease Liability Payments Under Non-cancelable Operating Lease 2026 10,950 2027 44,567 2028 45,906 2029 47,281 2030 48,693 2031 50,150 2032 38,579 Total lease payments 286,126 Less: imputed interest ( 65,519 ) Total lease liabilities $ 220,607 Current operating lease liabilities 15,539 Non-current operating lease liabilities 205,068 Total lease liabilities $ 220,607 Consulting Agreements On December 15, 2024, the Company entered into a 36-month strategic services agreement with Dominant Treasure Health Company Limited to support product development and distribution in Southeast Asia for a $ 2.3 million fee, plus a 5 % success fee on certain distribution-related payments. The $ 2.3 million fee is being expensed over the agreement term. For each of the six months ended June 30, 2026 and 2025, the Company recognized $ 380,183 of related consulting expense. Licensing and Royalty Agreements - Aquanova AG On September 13, 2016, the Company entered into a license agreement with Aquanova AG granting the Company exclusive worldwide rights to develop, manufacture and commercialize JOTROL™ and related products. The agreement provides for annual license fees of $ 75,000 until marketing approval, milestone payments of $ 200,000 per approved territory, up to $ 600,000 , and royalties of 5 % of net sales, subject to an option to reduce the royalty to 1.25 % in exchange for a $ 3.0 million payment following U.S. marketing approval. No marketing approval had been received as of June 30, 2026. Accrued license fees were $ 37,500 and $ 0 as of June 30, 2026 and December 31, 2025, respectively. 20 As of June 30, 2026 and December 31, 2025, $ 37,500 and $ 0 of accrued license fees are included in accounts payable and accrued expenses on the balance sheet, respectively. Note 8 – Segment Report The 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. Effective October 1, 2025, the Company operates through two reportable segments: (i) premium nutritional supplements, and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases. Premium Nutritional Supplements This 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 This 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. The 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. Allocation Methodology Expenses are attributed to each reportable segment based on the nature of the activity and the function to which the expense relates. Costs that 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. 21 The 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 decisions. Corporate 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. These 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. Segment information for the three months ended June 30, 2026 is presented below: Schedule of Segment Information Pharmaceutical Operations Premium Nutritional Supplements Total Reportable Segments Corporate / Other Total Revenue - 24,245 24,245 - 24,245 Cost of goods sold - 3,181 3,181 - 3,181 Research and development 600,353 - 600,353 - 600,353 Selling, general and administrative 503,223 386,645 889,868 1,273,788 2,163,656 Segment net loss ( 1,103,576 ) ( 365,581 ) ( 1,469,157 ) ( 1,273,788 ) ( 2,742,945 ) Other interest income (expense), net - - - 468,548 468,548 Net loss ( 1,103,576 ) ( 365,581 ) ( 1,469,157 ) ( 805,240 ) ( 2,274,397 ) Segment information for the six months ended June 30, 2026 is presented below: Pharmaceutical Operations Premium Nutritional Supplements Total Reportable Segments Corporate / Other Total Revenue - 42,897 42,897 - 42,897 Cost of goods sold - 7,543 7,543 - 7,543 Research and development 1,011,402 - 1,011,402 - 1,011,402 Selling, general and administrative 705,531 856,526 1,562,057 2,167,840 3,729,897 Segment net loss ( 1,716,933 ) ( 821,172 ) ( 2,538,105 ) ( 2,167,840 ) ( 4,705,945 ) Other interest income (expense), net - - - 369,590 369,590 Net loss ( 1,716,933 ) ( 821,172 ) ( 2,538,105 ) ( 1,798,250 ) ( 4,336,355 ) Note 9 – Subsequent Events On July 20, 2026, the Company entered into a definitive license agreement with PharmAla Biotech Holdings Inc. (“PharmAla”) for perpetual exclusive U.S. rights to ALA-002. In connection with the agreement, the Company made an additional $ 900,000 cash payment, for a total upfront cash consideration of $ 1.5 million and is to issue PharmAla $ 1.83 million in equity securities for a total upfront consideration of $ 3.33 million. See further details in Note 1 – Organization and Description of Business. Subsequent to June 30, 2026 and through the date of this filing, the Company sold 105,413 shares of common stock under the SEPA at an average price of $ 13.55 per share, resulting in gross proceeds of $ 1,428,864 . At the July 22, 2026 Annual Meeting, the Company’s stockholders also approved an amendment to the 2025 Equity Incentive Plan to increase the number of shares available for issuance by 5,250,000 pre-split shares, equivalent to 70,000 post-split shares after giving effect to the Reverse Stock Split . 22 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and related notes included in this Quarterly Report on Form 10-Q and the audited financial information and related notes included in our Annual Report on Form 10-K. Unless the context otherwise requires references to, “JUNS,” “we,” “us,” “our,” or the “Company” refers to Jupiter Neurosciences, Inc. Business Overview Jupiter Neurosciences, Inc. is a clinical stage research and development pharmaceutical company located in Jupiter, Florida. The Company is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders and rare diseases, while also expanding into the consumer market with its Nugevia™ product line. Both efforts are powered by JOTROL™, Jupiter’s proprietary, enhanced resveratrol formulation that has demonstrated potential for significantly improved bioavailability in an FDA regulated Phase I study. The Company’s therapeutic development pipeline is focused broadly on CNS disorders, presently with a Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings cutting edge science to the supplement space, supporting mental clarity, skin health, and mitochondrial function. The Company completed preclinical studies at the University of Miami for Parkinson’s Disease in 2021. These studies used a validated mouse model to mimic human disease characteristics. JOTROL™ demonstrated consistent improvements in motor coordination, endurance, and strength across multiple endpoints in a validated Parkinson’s disease model, with statistically significant benefits versus untreated disease controls. The promising results have led the Company to initiate a Phase IIa clinical trial for Parkinson’s Disease, which received final IND approval by the FDA in November of 2025 and started in the second quarter of 2026, with results anticipated 12 months later. The Company also aims to investigate other CNS indications, such as Mild Cognitive Impairment (“MCI”) and Alzheimer’s disease, following the Parkinson’s study. The Company believes, based on pre-clinical and clinical studies, that high doses of resveratrol are necessary for potential therapeutic effects. Currently available resveratrol products cannot reach these levels without causing severe gastrointestinal side effects. Human studies evaluating resveratrol in Alzheimer’s patients (Turner et al 2015) and Friedreich’s Ataxia patients (Yu et al 2015) indicate the concentration of resveratrol at its peak (CMax) measured in blood plasma should be 300 ng/ml or higher for a potential therapeutic effect. A Phase 1 study with 500mg of resveratrol as a maximum dose in the JOTROL™ formulation showed levels of resveratrol exceeding 800 ng/ml without generating any severe adverse events (AAPS Open 2022). Resveratrol was shown in the Turner Alzheimer’s study to cross the blood-brain barrier, possibly indicating a potential for positive effects on oxidative stress and inflammation. Subsequent analysis published in Molecular Science 2025 (Mousa et al) further indicates that resveratrol may have an impact on neurodegeneration and neuroinflammation in Alzheimer’s patients. Over the past two years, JOTROL™ has garnered significant interest from Asian organizations. This interest is partly due to resveratrol’s use in Asian herbal medicines, recent patent approvals in Hong Kong and China, and China’s list of rare disease indications where JOTROL™ could be applicable. Additionally, recent publications in the Journal of Alzheimer’s Disease and AAPS Open, along with the projected growth of the Traditional Chinese Medicine market, have contributed to this interest. The Company has entered service agreements with firms in Hong Kong to accelerate product development in Southeast Asia. These agreements aim to leverage local expertise and networks to facilitate market entry and potential out-licensing deals. The Company entered into an agreement with Dominant Treasure Health to expand its business development in China, Malaysia, and Singapore, aiming to penetrate the large and challenging Asian market. On May 19, 2026, the Company and PharmAla Biotech Holdings Inc. (“PharmAla”) executed a non-binding summary of proposed terms (the “Term Sheet”) describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “Assets”), subject to the Company’s compliance with the definitive agreements. PharmAla is a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002. 23 On July 20, 2026, the Company and PharmAla entered into a definitive Strategic Asset License Agreement (the “License Agreement”). Pursuant to the License Agreement, PharmAla granted the Company an exclusive royalty-bearing, sublicensable (subject to restrictions on sublicenses to persons engaged in a competing business without PharmAla’s prior written consent) license under PharmAla’s licensed intellectual property (including patents, know-how and regulatory documentation) to develop, manufacture and commercialize products incorporating or derived from ALA-002 (each, a “Licensed Product”), for all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, solely in the United States of America, including its territories, possessions and commonwealths, and including Puerto Rico (the “Territory”). The license also permits us to manufacture Licensed Products outside the Territory solely for import and sale into the Territory. PharmAla retains all rights to ALA-002 and the licensed intellectual property outside the Territory. In connection with the license, PharmAla has agreed to make available to the Company certain licensed know-how, manufacturing and analytical information, and regulatory documentation reasonably necessary or useful for the Company to develop, manufacture and commercialize Licensed Products in the Territory. The Company will pay PharmAla an aggregate upfront payment of $3,333,333 (the “Upfront Payment”), comprised of (i) $1,500,000 in cash (the “Initial Cash Consideration”), consisting of a $600,000 escrow deposit made at the time of entering into the non-binding term sheet on May 19, 2026 and $900,000 paid on signing of the definitive agreements on July 20, 2026, and (ii) $1,833,333 payable in shares of common stock (the “Equity Consideration”). We may elect to pay all or any portion of the Equity Consideration in cash. The Initial Cash Consideration is payable as a condition precedent to the effective date of the License Agreement. The shares of common stock will be issued no later than 30 days after the effective date based on the volume-weighted average price (“VWAP”) of shares of common stock for the 20 consecutive trading days ending on the trading day immediately preceding the issuance date, subject to a Nasdaq 19.99% exchange cap unless stockholder approval is obtained. The License Agreement includes a VWAP reset mechanic pursuant to which if the VWAP during the pricing window is less than the initial issuance price, the Company is required to issue additional shares (or, if the price falls below the Equity Floor Price, pay cash) to ensure PharmAla receives the full value of the Equity Consideration (the “VWAP Reset Mechanic”). The shares are subject to a 120-day lock-up period and registration rights, including our obligation to file a registration statement within 30 days following the issuance date. The Equity Consideration has not been issued as of the date of this filing. The Company will pay PharmAla development milestone payments totaling up to $23,333,333, comprised of (i) $3,333,333 upon first dosing of the first patient in a Phase 3 clinical trial of a Licensed Product in the Territory (payable fifty percent (50%) in cash and fifty percent (50%), at PharmAla’s election, in cash or common stock) and (ii) $20,000,000 upon first FDA approval of an NDA for a Licensed Pr6oduct (payable in cash). Each development milestone payment is payable only once. The Company will pay PharmAla commercialization milestone payments totaling up to $73,333,333, comprised of (i) $10,000,000 upon first achievement of $333,333,333 in net sales in the Territory, (ii) $30,000,000 upon first achievement of $1,000,000,000 in net sales in the Territory, and (iii) $33,333,333 upon first achievement of $2,000,000,000 in net sales in the Territory. Each commercialization milestone payment is payable only once. Beginning with the calendar quarter in which the third commercialization milestone becomes payable, the Company will pay PharmAla a royalty of 3% of net sales of Licensed Products in the Territory during the term of the License Agreement. The Company has the exclusive right and obligation to develop Licensed Products in the Territory and must use commercially reasonable efforts, at its sole cost and expense, to develop, obtain regulatory approval for, and commercialize Licensed Products in the Territory, including conducting clinical trials, making regulatory filings, and achieving first commercial sale within six months following NDA approval. The Company must also deliver quarterly progress reports to PharmAla during the development period. The Company has sole and exclusive responsibility for manufacturing ALA-002 and Licensed Products for use in the Territory. At our request, PharmAla will arrange supply of GMP-grade ALA-002 drug substance and/or drug product under a separate supply agreement to be negotiated on customary terms. Unless earlier terminated, the License Agreement continues in perpetuity. Either party may terminate the License Agreement for an uncured material breach after a 90-day cure period (five Business Days for certain critical payment obligations, including the Upfront Payment, cash consideration payable as a condition to the effective date, and amounts payable in connection with the VWAP Reset Mechanic or the Nasdaq exchange cap, and 30 days for all other payment obligations). Either party may terminate immediately upon the other party’s insolvency or bankruptcy. PharmAla may terminate upon 90 days’ notice if the Company fails to achieve development milestones by applicable deadlines (subject to specified extensions) and such failure remains uncured. The Company may not consummate a change of control involving a competing business without PharmAla’s prior written consent, and PharmAla may terminate immediately if such a transaction is consummated without consent. We may terminate for convenience upon at least 180 days’ prior written notice, without relieving accrued payment obligations. As of June 30, 2026, the definitive agreement had not yet been executed, and the $600,000 escrow deposit was recorded as a noncurrent asset in the accompanying condensed balance sheet. No assets or liabilities associated with the proposed acquisition, other than the escrow deposit, were recognized as of June 30, 2026. On June 5, 2026, the Company amended Alison Silva’s employment agreement in connection with her appointment as Chief Operating Officer and President, increasing her annual base salary from $315,000 to $340,200. In connection with her appointment, the Board also approved a one-time grant of options to purchase 8,000 shares of the Company’s common stock under the 2025 Equity Incentive Plan. 24 In March 2025, the Company unveiled a new strategic initiative to introduce Nugevia—a consumer-oriented product line dedicated to longevity and wellness. This initiative aims to meet the rising demand for scientifically backed wellness solutions by developing nutritional products that support both longevity and health span. Positioned within a rapidly growing global industry expected to reach $8.0 trillion by 2030, Nugevia products will leverage Jupiter’s proprietary JOTROL™ technology, a resveratrol-based platform that is designed to deliver an increase in the bioavailability profile of resveratrol. The first products under the Nugevia brand, focusing on supporting longevity and health span are available for sale and shipments began in the fourth quarter of 2025 through a direct-to-consumer model. The products are: ● Nugevia GLO (“GLO”), which helps promote and support cellular functions and skin vitality; ● Nugevia MND (“MND”), which supports cognitive resilience; and ● Nugevia PWR (“PWR”), which helps support mitochondrial function, which is a key for sustained growth and performance. The three debut formulations—GLO, MND, and PWR—are designed to support wellness and longevity through intelligent stacking of synergistic ingredients, all enhanced for optimal absorption via the JOTROL™ system. The Company plans to market these products in the U.S. and internationally. Nugevia’s launch is a pivotal move to monetize Jupiter’s proprietary science, support ongoing clinical trials, and capture a share of the booming longevity market. The Company operates through two segments: (i) the sale of premium nutritional supplements under the Nugevia brand, and (ii) pharmaceutical operations centered on the development of drug candidates. Financial Position For the six months ended June 30, 2026 and 2025, we generated net revenues of $42,897 and $0, respectively from product sales and reported net losses of $4,336,355 and $3,781,832, respectively, and negative cash flow from operating activities of $3,727,022 and $1,891,263, respectively. As noted in our financial statements, as of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $39,003,381 and $34,667,026, 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. See “Risk Factors” included herein and in our Annual Report on Form 10-K for additional discussion of risks associated with our capital requirements. Components of Results of Operations Research and Development Expenses Research and development expense reflects costs to advance our pharmaceutical programs and support product development for our consumer health initiatives. Key drivers include third-party service agreements to accelerate development and distribution efforts in Asia and program-level activities such as procurement of clinical trial supplies. We expense research and development expenses as incurred, and certain multi-period service arrangements are recognized ratably over their terms, which can create period-to-period variability as new agreements commence or milestones occur. General and Administrative Expenses General and administrative expense comprises corporate overhead necessary to operate as a public company and to support our dual focus on pharmaceuticals and premium nutritional supplements. Major components include personnel-related costs, professional fees (legal, accounting, regulatory, commercialization support), facilities and insurance, and other public-company compliance costs. Fluctuations versus prior periods primarily reflect changes in staffing, stock-based compensation, external advisory needs, and launch-readiness activities for the consumer health business. 25 Interest Income Interest income is generated from cash and cash equivalents, with period-to-period changes driven by average cash balances and prevailing short-term yields. The timing of capital raises, and operating cash usage can influence both the absolute level of interest income and its variability across reporting periods. Our policy treats highly liquid investments with original maturities of three months or less as cash equivalents. Interest Expense Interest expense primarily arises from financing arrangements recorded on our balance sheet (including notes payable), and will vary based on outstanding principal, effective interest rates, and any amortization of related financing costs. Changes in borrowings or the terms of such obligations can therefore impact period-over-period comparability. Results of Operations Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations for the three months ended June 30, 2026 and June 30, 2025, have been derived from the condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the Three Months Ended June 30, 2026 June, 2025 Product revenues, net 24,245 - Cost of goods sold 3,181 - Gross Profit $ 21,064 $ - Expenses: Research and development 600,353 759,448 General and administrative 2,163,656 1,505,432 Total operating expenses 2,764,009 2,264,880 Operating loss (2,742,945 ) (2,264,880 ) Other Income (Expenses): Interest income 10,068 13,050 Gain on change in fair value of convertible notes 549,098 - Interest expense (90,618 ) (1,135 ) Total other income (expenses), net 468,548 11,915 Net loss $ (2,274,397 ) $ (2,252,965 ) Net loss per common share: Basic and diluted $ (4.08 ) $ (5.09 ) Weighted average number of common shares outstanding: Basic and diluted 557,567 442,413 26 Research and Development Expenses Research and development (“R&D”) expenses were $600,353 for three months ended June 30, 2026 compared to $759,448 for the three months ended June 30, 2025, representing a decrease of $159,095, or 21%. The decrease in research and development expenses was primarily driven by decreases in payroll and consulting expenses of $100,675, clinical trial expenses of $58,269, and other expenses of $151. General and Administrative Expenses General and administrative expenses were $2,163,656 for the three months ended June 30, 2026 compared to $1,505,432 for the three months ended June 30, 2025, representing an increase of $658,224, or 44%. The increase is due to increases in payroll and consulting expenses of $648,734 and investor and public relation expenses of $33,519, offset by decreases in Nugevia related expenses of $4,826 and other expenses of $19,203. Interest Income Interest income was $10,068 for the three months ended June 30, 2026, compared to $13,050 for the three months ended June 30, 2025, representing a decrease of $2,982, or 23%. The decrease was primarily attributable to lower average cash balances maintained in the Company’s money market accounts during the 2026 period. Interest Expense Interest expense was $90,618 for the three months ended June 30, 2026, compared to $1,135 for the three months ended June 30, 2025, representing an increase of $89,483, or 7,884%. The significant increase in the current period is due to interest related to the convertible promissory notes. Gain on Change in Fair Value of Convertible Notes The Company recognized a $549,098 gain from marking to market the Convertible Notes during the three months ended June 30, 2026. 27 Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. The results of operations for the six months ended June 30, 2026 and June 30, 2025, have been derived from the condensed financial statements included elsewhere in this Quarterly Report on Form 10-Q. For the Six Months Ended June 30, 2026 June 30, 2025 Product revenues, net 42,897 - Cost of goods sold 7,543 - Gross Profit $ 35,354 $ - Expenses: Research and development 1,011,402 1,226,193 General and administrative 3,729,897 2,576,690 Total operating expenses 4,741,299 3,802,883 Operating loss (4,705,945 ) (3,802,883 ) Other Income (Expenses): Interest income 28,472 23,415 Gain on change in fair value of convertible notes 550,380 - Interest expense (209,262 ) (2,364 ) Total other income (expenses), net 369,590 21,051 Net loss $ (4,336,355 ) $ (3,781,832 ) Net loss per common share: Basic and diluted $ (8.44 ) $ (8.49 ) Weighted average number of common shares outstanding: Basic and diluted 514,059 445,256 Research and Development Expenses R&D expenses were $1,011,402 for six months ended June 30, 2026 compared to $1,226,193 for six months ended June 30, 2025, representing a decrease of $214,791, or 18%. The decrease in research and development expenses was primarily driven by decreases in clinical trial expenses of $112,383, payroll and consulting expenses of $98,906, and other expenses of $9,528, offset by increases in meetings and conferences expenses of $6,026. General and Administrative Expenses General and administrative expenses were $3,729,897 for the six months ended June 30, 2026 compared to $2,576,690 for the six months ended June 30, 2025, representing an increase of $1,153,207, or 45%. The increase is due to increases in payroll and consulting expenses of $808,277, Nugevia related expenses of $179,999, investor and public relations expenses of $116,901 and other expenses of $48,030. Interest Income Interest income was $28,472 for the six months ended June 30, 2026, compared to $23,415 for the six months ended June 30, 2025, representing an increase of $5,057, or 22%. The increase was primarily attributable to higher average cash balances maintained in the Company’s money market accounts during the 2026 period. 28 Interest Expense Interest expense was $209,262 for the six months ended June 30, 2026, compared to $2,364 for the six months ended June 30, 2025, representing an increase of $206,898, or 8,752%. The significant increase in the current period is due to interest related to the convertible promissory notes. Gain on Change in Fair Value of Convertible Notes The Company recognized a $550,380 gain from marking to market the Convertible Notes during the six months ended June 30, 2026. Liquidity and Capital Resources; Plan of Operations As of June 30, 2026, we had cash and cash equivalents of $1,521,874. Our cash equivalents are held in a high yield savings account. Since inception, we have incurred net losses and negative cash flows from operations. On June 30, 2026, we had an accumulated deficit of $39,003,381. Historically, we have financed our operations primarily by selling common stock and convertible debt. On May 20, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors 95,238 shares of common stock at a price of $21.00 per share, for aggregate gross proceeds to the Company of approximately $2.0 million before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company pursuant to a Registration Statement on Form S-3 (File No. 333-295085), which was filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2026, and was declared effective by the Commission on April 24, 2026. On 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. In connection with the SEPA, Yorkville agreed to provide $6.0 million of pre-paid advances via convertible promissory notes. During the year ended December 31, 2025, the company received aggregate proceeds of $5,100,000, which is net of $420,000 of issuance discounts and $480,000 of financing costs associated with the transaction. During the six months ended June 30, 2026, the Company received aggregate proceeds of $2,808,602 from sales of common stock under the SEPA which were used to pay interest and principal on the convertible promissory notes. On December 2, 2024, the Company priced its initial public offering of 36,667 shares of common stock at a price of $300.00 per share. The offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol “JUNS”. The Company sold 36,667 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787. On August 6, 2026, the Company effected a 1-for-75 Reverse Stock Split. The Reverse Stock Split did not generate any proceeds or change the Company’s aggregate stockholders’ deficit. The Reverse Stock Split was intended to assist the Company in seeking to regain compliance with Nasdaq’s minimum bid price requirement; however, it does not assure continued listing and does not, by itself, address the separate market value of listed securities requirement. For the six months ended June 30, 2026 and 2025, we generated net revenues of $42,897 and $0, respectively from product sales and reported net losses of $4,336,355 and $3,781,832, respectively, and negative cash flow from operating activities of $3,727,022 and $1,891,263, respectively. As noted in our financial statements, as of June 30, 2026 and December 31, 2025, we had an accumulated deficit of $39,003,381 and $34,667,026, 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. Management’s plans to address the Company’s liquidity needs include raising additional capital through the Company’s existing Standby Equity Purchase Agreement (“SEPA”) and, as necessary, through other equity or debt financing transactions. As of June 30, 2026, approximately $17.2 million of the $20.0 million aggregate commitment under the SEPA remained available; however, the Company’s ability to access this amount is subject to the availability of shares registered for resale, applicable contractual and regulatory limitations, prevailing market conditions and the trading price and trading volume of the Company’s common stock. On July 7, 2026, the SEC declared effective the Company’s registration statement on Form S-1 registering for resale by Yorkville up to an additional 213,333 shares of common stock that may be issued under the SEPA. The Company’s historically low trading volume may limit the amount and timing of proceeds that can realistically be raised under the SEPA, and therefore the Company cannot presently conclude that the entire remaining commitment will be available when needed. Management intends to utilize available capacity under the SEPA during the third and fourth quarters of 2026, subject to market conditions and applicable limitations, while concurrently evaluating additional financing alternatives to fund the Company’s operations and development activities. There is no assurance that the Company will be able to effect transactions on commercially reasonable terms, if at all. 29 Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. We anticipate that we will need to raise substantial additional capital, the requirements of which will depend on many factors, including: ● the scope, rate of progress and costs of our drug delivery, preclinical development activities, laboratory testing and clinical trials for our drug candidate; ● the number and scope of clinical programs we decide to pursue; ● the scope and costs of manufacturing development and commercial manufacturing activities; ● the extent to which we acquire or in-license other drug candidates and technologies; ● the cost, timing and outcome of regulatory review of our drug candidate; ● the cost and timing of establishing sales and marketing capabilities, if our drug candidate receives marketing approval; ● the costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; ● our ability to establish and maintain collaborations on favorable terms, if at all; ● our efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support the development of our drug candidate; ● the amount of profit, if any, generated from the sales of the Nugevia product line; ● the costs associated with being a public company; and ● the cost associated with commercializing our drug candidate, if it receives marketing approval. See “Risk Factors” included herein and in our Annual Report on Form 10-K for additional discussion of risks associated with our capital requirements. Cash Flows for the Six Months Ended June 30, 2026 and 2025 The following table shows a summary of our cash flows for the six months ended June 30, 2026 and 2025. For the Six Months Ended June 30, 2026 2025 Net cash flows from operating activities $ (3,727,022 ) $ (1,891,263 ) Net cash flows from financing activities $ 1,459,554 $ - Net increase (decrease) in cash $ (2,267,468 ) $ (1,891,263 ) Net Cash Flows From Operating Activities: Net cash used in operating activities was $3,727,022 for the six months ended June 30, 2026, compared to $1,891,263 for the six months ended June 30, 2025. The increase was primarily attributable to an increase in net loss to $4,336,355 in 2026 from $3,781,832 in 2025, a $550,380 non-cash gain on the change in fair value of convertible notes, the $600,000 PharmAla escrow deposit, an increase in accounts receivable of $7,604, an increase in other assets of $22,467, and a decrease in accrued interest of $39,829. These uses of cash were partially offset by non-cash adjustments, including stock-based compensation of $991,989 in 2026 compared to $883,942 in 2025, amortization of prepaid contracts of $380,183 in 2026 compared to $380,182 in 2025, and $131,479 of interest expense paid through the issuance of common stock in 2026. Changes in working capital also included an increase in accounts payable and accrued expenses of $279,597 in 2026 compared to $177,481 in 2025, an increase in accrued compensation of $16,680 in 2026 compared to $442,826 in 2025, and a decrease in inventory of $24,500. 30 Net Cash Flows From Financing Activities: Net cash provided by financing activities was $1,459,554 for the six months ended June 30, 2026, compared to no cash provided by or used in financing activities for the six months ended June 30, 2025. The increase in net cash provided by financing activities was primarily attributable to $1,860,000 from the Company’s offering and $5,507 of proceeds from the exercise of stock options, partially offset by $405,953 of payments on convertible notes payable. Off-balance sheet financing arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. Related Party Transactions As of June 30, 2026 and December 31, 2025, $84,105 and $64,105, respectively, were payable to Titan Advisory Services LLC (“Titan”), a company wholly owned by the Company’s Chief Financial Officer, pursuant to a Master Services Agreement (“MSA”) dated December 31, 2022. Under the MSA, Titan provides executive finance and corporate support services to the Company, including services by Saleem Elmasri as Chief Financial Officer. Critical Accounting Policies Our accounting policies are more fully described in Note 2 - Significant accounting policies to our financial statements included as part of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. 31 ITEM 4. CONTROLS AND PROCEDURES 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 Quarterly Report on Form 10-Q, 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 June 30, 2026, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of June 30, 2026, our disclosure controls and procedures were ineffective due to a material weakness in our ability 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. 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. 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. 32 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to, among other things, intellectual property, commercial arrangement, employment, and regulatory matters. While the outcome of these proceedings and claims cannot be predicted with certainty, as of June 30, 2026, we were not party to any material legal or arbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us. ITEM 1A. RISK FACTORS Please carefully consider the information set forth in this Quarterly Report on Form 10-Q, and the risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K, which could materially affect our business, financial condition, or future results. Any of the risk factors contained in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially affect our business, results of operations, and financial condition or future results, which in turn could materially and adversely affect the trading price of shares of our Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K, except as follows: We have limited cash resources and will need additional financing to continue our operations; if we are unable to obtain sufficient capital, satisfy our obligations under our financing arrangements or consummate strategic transactions, we may be forced to significantly curtail or cease operations and may seek protection under bankruptcy or insolvency laws or pursue a liquidation, dissolution or wind-down. Our current cash balance is not sufficient to fund our planned operations and satisfy our obligations for the next twelve months, and we will require substantial additional capital to continue operating our business. If we are unable to raise sufficient additional capital in the near term, we may be required to significantly reduce, delay, or discontinue our operations, reduce headcount, defer or terminate development or commercialization activities, sell or license assets on unfavorable terms, or pursue other strategic alternatives. These alternatives may not be available on acceptable terms, or at all, and may not provide sufficient liquidity to enable us to continue as a going concern. If we are unable to obtain adequate financing or consummate a strategic transaction, we may be forced to seek protection under applicable bankruptcy or insolvency laws or pursue a liquidation, dissolution, wind-down, or similar proceeding. In that event, holders of our common stock could lose all or substantially all of their investment, and any recovery by stockholders would depend on the amount, if any, remaining after the satisfaction of our obligations to creditors and any holders of securities senior to our common stock. The Company’s failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities. Our common stock is currently listed for trading on Nasdaq. On March 21, 2025, the Company received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price of the Company’s common stock was below $1.00 per share for 30 consecutive business days. Listing Rule 5550(a)(2) requires the registrant to maintain a minimum bid price of $1.00 USD per share for its securities listed on Nasdaq, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s shares for the 30 consecutive business days prior to that notice (February 6, 2025 through March 20, 2025), the Company did not meet the Minimum Bid Price Requirement. 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). Subsequently, on February 26, 2026, the Company received additional written notices (the “Notices”) from Nasdaq indicating that the Company is not in compliance with (i) the Minimum Bid Price Requirement and (ii) the minimum market value of listed securities requirement set forth under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the Notices (January 13, 2026 through February 25, 2026), the Company did not meet the Minimum Bid Price Requirement. In addition, based on Nasdaq’s review of the Company’s market value of listed securities for the 30 consecutive business days ended February 26, 2026, the Company did not meet the MVLS Requirement. Pursuant to Nasdaq Listing Rules 5810(c)(3)(A) and 5810(c)(3)(C), the Company has 180 calendar days, or until August 25, 2026, to regain compliance with both the Minimum Bid Price Requirement and the MVLS 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 MVLS Requirement, the Company’s market value of listed securities must be at least $35 million for a minimum of 10 consecutive business days. On August 6, 2026, the Company effected a 1-for-75 reverse stock split (the “Reverse Stock Split”) of its common stock, which was approved by the Company’s stockholders at the annual meeting of stockholders held on July 22, 2026. The Reverse Stock Split became effective at 4:01 p.m. Eastern Time on August 6, 2026, and the Company’s common stock began trading on a split-adjusted basis on The Nasdaq Capital Market on August 7, 2026 under the ticker symbol “JUNS.” The Reverse Stock Split reduced the number of outstanding shares of common stock from approximately 57,756,143 shares to approximately 770,081 shares and was intended to increase the per share trading price of the Company’s common stock to enable the Company to regain compliance with the Minimum Bid Price Requirement. Although the Company effected the Reverse Stock Split to address the Minimum Bid Price Requirement deficiency, there can be no assurance that the closing bid price of the Company’s common stock will remain at or above $1.00 per share for the requisite period, or at all, following the Reverse Stock Split. 33 If the Company does not regain compliance with the Minimum Bid Price Requirement by August 25, 2026, the Company may be eligible for an additional 180-day compliance period, provided that it meets all other initial listing standards for The Nasdaq Capital Market, other than the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency. If the Company does not regain compliance with the MVLS Requirement within the applicable compliance period, Nasdaq will provide notice that the Company’s common stock is subject to delisting. In such event, the Company may appeal the delisting determination to a hearings panel. The Reverse Stock Split does not directly address the MVLS Requirement, which is based on the aggregate market value of the Company’s listed securities rather than the per share bid price, and there can be no assurance that the Company will regain compliance with the MVLS Requirement by the August 25, 2026 deadline. The receipt of the Notices has no immediate effect on the listing of the Company’s common stock, and the common stock will continue to trade on Nasdaq under the symbol “JUNS” during the applicable compliance periods. However, there can be no assurance that the Company will be successful in regaining or maintaining compliance with the Nasdaq continued listing requirements. If the Company fails to regain compliance and its securities are delisted from Nasdaq, such delisting could adversely affect the market liquidity of the Company’s common stock, the ability of the Company to raise capital, and the price at which the common stock trades. If Nasdaq delists the Company’s common stock, the Company’s liquidity and market price could be affected. Our common stock is currently listed on Nasdaq. If we do not regain compliance, our common stock may begin trading on an over-the-counter market, such as the OTCQB or the OTC Pink. Trading on such markets is characterized by lower trading volumes, fewer market makers and greater price volatility compared to trading on a national securities exchange. As a result, a delisting could reduce the liquidity of our common stock, result in decreased institutional investor interest and may impair a stockholder’s ability to sell or purchase shares of our common stock. In addition, delisting could impair our ability to raise additional capital. Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024. Our management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2025 and 2024. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION Trading Arrangements During the three months ended June 30, 2026, 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. 34 ITEM 6. EXHIBITS Exhibit No. Descriptio n 1.1 Form of Placement Agent Agreement, dated May 20, 2026, by and between the Company and D. Boral Capital LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2026). 3.1 Certificate of Amendment to the Certificate of Incorporation of Jupiter Neurosciences, Inc (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2026). 10.1 Form of Securities Purchase Agreement, dated as of May 20, 2026, by and between Jupiter Neurosciences, Inc. and the purchaser parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2026). 10.2+ Amendment No. 3 to Executive Employment Agreement, dated as of June 5, 2026, between the Company and Alison Silva (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2026). 10.3† Strategic Asset License Agreement, dated as of July 20, 2026, by and between PharmAla Biotech Holdings Inc. and Jupiter Neurosciences, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2026). 31.1* Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act* 31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act* 32.1* Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** 32.2* Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act** 101.INS* Inline XBRL Instance Document* 101.SCH* Inline XBRL Taxonomy Extension Schema Document* 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104* Cover Page Interactive Data File (embedded within the Inline XBRL document)* * Filed herewith. ** Furnished herewith. + Indicates a management contract or compensation plan or arrangement. † Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because the omitted information is not material and is the type of information that the registrant customarily and actually treats as private or confidential. 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Jupiter Neurosciences, Inc. Date: August 14, 2026 /s/ Christer Rosén Christer Rosén Chief Executive Officer (Principal Executive Officer) Date: August 14, 2026 /s/ Saleem Elmasri Saleem Elmasri Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 36