Jupiter Neurosciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement.
Reference is made to the Current Report on Form 8-K filed by Jupiter Neurosciences Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on October 27, 2025 (as amended by the Current Report on Form 8-K/A filed by the Company with the SEC on November 20, 2025, collectively, the “Signing 8-K”). The information set forth under Item 1.01 of Signing 8-K is incorporated by reference in this Item 1.01.
As disclosed in the Signing 8-K, on October 24, 2025, the Company entered into a Standby Equity Purchase Agreement (as amended on November 19, 2025, the “SEPA”) and a related Registration Rights Agreement with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”). In connection with the SEPA, Yorkville agreed to advance to the Company up to $6.0 million which was paid in two tranches in exchange for the Company’s issuance to Yorkville of convertible promissory notes (each, a “Convertible Note,” together, the “Convertible Notes”, and as amended on November 19, 2025, the “A&R Convertible Notes”). On February 20, 2026, the Company and Yorkville entered into an Omnibus Amendment (the “Amendment”) to revise Section 1(c) of the A&R Convertible Notes, the “Monthly Payments” provision. The Amendment modifies Section 1(c) by (i) commencing the monthly installment payment on April 1, 2026, representing an extension of approximately three months, (ii) revising the payment calculation to a variable payment schedule set forth in the schedule thereto and (iii) updating the provisions governing Advance Notices, as defined in the SEPA. The Company retains the option to satisfy installments through cash, Advance Repayment, as defined in the A&R Convertible Notes, or a combination thereof.
The foregoing summary of the material terms of the Convertible Notes, the A&R Convertible Notes, the Amendment and the SEPA, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, copies of which are attached as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Report”), and each of which is incorporated herein in its entirety by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Index of Exhibits
*Previously filed.
+ Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Regulation S-K Item 601(a)(6).
† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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 hereunto duly authorized.
| Dated: February 20, 2026 | ||
| Jupiter Neurosciences, Inc. | ||
| By: | /s/ Christer Rosén | |
| Name: | Christer Rosén | |
| Title: | Chairman and Chief Executive Officer | |