Jupiter Neurosciences Priced a $2.0 Million Registered Direct of 307,692 Shares Two Weeks After a 1-for-75 Reverse Split That Left About 770,081 Shares Outstanding

by Jonas Halvorsen · August 24, 2026

Companies Reporter, The MicroCap Herald

Jupiter Neurosciences, Inc. said on Friday, Aug. 21, that it had priced a registered direct offering of 307,692 shares of common stock for gross proceeds of approximately $2.0 million. The Aug. 21 release names D. Boral Capital LLC as exclusive placement agent and says the offering is expected to close on or about Monday, Aug. 24, subject to customary closing conditions. As of Monday morning, with the US session open, the company had not announced a completed closing, so the deal is not yet confirmed as closed.

The release does not state a per-share purchase price. The two figures it does give allow a reader to work it out: approximately $2.0 million of gross proceeds across 307,692 shares implies roughly $6.50 a share. That is an implied figure from the company's own inputs, not a price the release quotes.

The share-count context matters more than the dollar size. In an Aug. 5 release, Jupiter announced a 1-for-75 reverse stock split effective at 4:01 p.m. Eastern on Aug. 6, with trading on a split-adjusted basis from Aug. 7. That release put shares outstanding at approximately 57,756,143 as of Aug. 4, becoming approximately 770,081 after the consolidation. The ticker stayed JUNS and the new CUSIP is 48208B 302.

Against that post-split base, 307,692 new shares is a large increment. Dividing 307,692 by 770,081 gives roughly 40%. That comparison uses the outstanding figure the company reported in early August; the Aug. 21 pricing release does not give a current share count, and any issuance between those dates would change the actual percentage. The direction, however, is not in doubt: the offering adds shares equal to a substantial fraction of the count the reverse split had just produced.

A second comparison is available because Jupiter raised the same headline amount three months earlier. A May 21, 2026 release announced the closing of a registered direct offering of 7,142,858 shares of common stock for gross proceeds of approximately $2.0 million, also with D. Boral Capital as placement agent. Restating that on the post-split basis, 7,142,858 divided by the 75-to-1 ratio is approximately 95,238 shares. The August deal issues 307,692 shares for the same approximate $2.0 million, roughly 3.2 times as many shares on a like-for-like basis. Both legs of that comparison use share counts the company itself disclosed and the split ratio it set; neither release states a per-share price, so the ratio is derived here rather than reported.

The split's stated purpose was a listing requirement. The Aug. 5 release said the consolidation was intended to increase the per share trading price and to help the company regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. This is not the company's first pass at that threshold. A July 10, 2025 release announced that Jupiter had regained compliance with Nasdaq's minimum bid price requirement under Listing Rule 5550(a)(2), following a Nasdaq notice dated July 9, 2025, after the stock held an average closing price of at least $1.00 for thirteen days from June 18 to July 8, 2025. That earlier cure came from price recovery, not from a split. The August 2026 consolidation therefore addresses a deficiency that recurred after the stock had already been cured once.

Fractional shares in the August split were cashed out rather than rounded. Per the Aug. 5 release, stockholders who would otherwise hold a fractional share receive a cash payment equal to that fraction multiplied by the closing sales price of the common stock on Nasdaq on Aug. 6, 2026, the effective date of the split.

The new offering is being made off a shelf. The Aug. 21 release says the shares are offered under an effective Form S-3 registration statement, Registration No. 333-295085, declared effective by the SEC on April 24, 2026, with a prospectus supplement describing the terms to be filed. The release mentions no warrants accompanying the shares and does not disclose how the company intends to use the proceeds.

Jupiter also has separate equity-linked capacity on record. An Oct. 27, 2025 release described agreements with Yorkville Advisors Global, LP for up to $20 million, combining $6 million of prepaid convertible advances carrying a fixed conversion price of $1.50 with a 7% original issue discount and 12-month maturity, and a $14 million standby equity purchase agreement under which common stock is issued at a 3.0% discount to market over 24 months, with drawdowns applied first to repay the convertible notes. That conversion price predates the 1-for-75 split and would ordinarily be adjusted for it. The Aug. 21 release does not say whether any of that facility remains available or outstanding.

On the business itself, the company's most recent public description of its use of capital came in the May 21 release, where chairman and chief executive Christer Rosén said the company was "able to significantly reduce our debt, which improves our balance sheet; and with this capital in hand, we can comfortably execute on the Parkinson's Phase 2a trial and work towards the consummation of the transaction with PharmALA." The August release contains no comparable statement and no disclosed product revenue.

The risk framing is straightforward and comes from the company's own filings. The Aug. 21 release directs readers to the risk factors in the Form 10-K filed April 1, 2026, and cautions that actual results could differ materially from forward-looking statements. For a clinical-stage issuer funding a Phase 2a programme, $2.0 million is a small increment of runway, and the pattern visible across the May and August deals is that each raise of similar size has required progressively more shares on a split-adjusted basis. A reverse split resets the denominator; it does not change the rate at which cash is consumed.