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Stockholders’ Equity (Deficit)
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholders’ Equity (Deficit)

Note 6 – Stockholders’ Equity (Deficit)

 

Common Stock

 

The Company is authorized to issue 125,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 33,103,860 shares of common stock issued and outstanding as of December 31, 2024. There was no preferred stock issued and outstanding as of December 31, 2024.

 

On June 3, 2024, the Company entered into a three 36-month service agreement with three different entities. The Company issued an aggregate of 3,487,500 restricted shares of common stock, 1,162,500 restricted shares of common stock to each entity. The shares were registered upon the Company’s offering that closed in December 2024. In addition, each of the entities purchased 37,500 shares each of the Company’s common stock at a price of $1.33 per share prior to the occurrence of the Company’s offering. As of December, 31, 2024, the Company issued 112,500 common stock and the Company received an aggregate of $150,000 for the sale of the Company’s common stock from the three entities. These shares were also registered upon the closing of the Company’s offering. The aggregate value of $4,638,375 related to the 3,487,500 restricted shares will be recognize as compensation expense from the date the obligations are met with the remaining expense being amortized over the remaining term of the 36-months per the services agreements. As of December 31, 2024, the Company recorded compensation expense for services provided of $893,781 related to the restricted shares issued.

 

See Note 5 – Convertible Debt and Derivative Liability for shares issued upon the conversion of the convertible notes. See Note 8 – Commitment and Contingencies – Service agreements for details related to sale of common stock per the service agreements.

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024 and 2023

 

Note 6 – Stockholders’ Equity (Deficit), continued

 

Closing of Offering

 

On December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 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 2,750,000 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.

 

The Company intends to use the proceeds primarily to fund the Phase II clinical trial of its product candidate JOTROL™ in patients with Parkinson’s Disease, Strategic Service Agreements to accelerate business activities in South-East Asia, research and development activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees due to Aquanova AG, the repayment of debt, working capital and other general corporate purposes.

 

Stock Options

 

The Company grants stock awards to officers, employees, directors, and other key persons pursuant to its 2021 Equity Incentive Plan (“the Plan”).

 

During the year ended December 31, 2024 and 2023, the Company recognized stock-based compensation of $947,124 and $1,198,579, respectively, related to vested stock options. There was $355,829 unvested stock options expense as of December 31, 2024.

 

On January 1, 2023, the Company granted a non-qualified stock option to purchase 562,500 shares of Common Stock to our Chief Financial Officer, at an exercise price of $1.33 per share. The option had a grant date fair value of $589,500.

 

On April 1, 2023, the Company granted non-qualified stock option to purchase an aggregate of 562,500 shares of Common Stock to an employee and consultants, at an exercise price of $1.33 per share. The options had an aggregate grant date fair value of $577,500.

 

On January 24, 2024, the Company granted 180,000 stock options to a consultant with an exercise price of $1.33 per share. The option had a grant date fair value of $190,560.

 

On April 17, 2024, the Company granted 67,500 stock options to a consultant with an exercise price of $1.33 per share. The option had a grant date fair value of $73,459.

 

See Note 3 – Related Party Transactions above for details related to options issued for forgiveness of accrued salaries.

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024 and 2023

 

A summary of activity for the year ended December 31, 2024 and 2023 is presented below:

 

   Number of Options   Weighted Average Exercise Price   Weighted Average Contractual Term (Years)   Aggregate Intrinsic Value 
Outstanding as of December 31, 2022   6,682,560   $0.89    6.40   $3,376,725 
Granted   3,767,955    1.33           
Exercised   (113,633)   0.88           
Forfeited   -                
Outstanding as of December 31, 2023   10,336,883   $1.00    6.91   $3,316,119 
Granted   297,105    1.33           
Exercised   -    -           
Forfeited   -    -           
Outstanding as of December 31, 2024   10,633,988   $1.02    6.25   $102,921,147 
Exercisable as of December 31, 2024   10,297,412   $1.01    6.18   $99,768,543 
Exercisable as of December 31, 2023   9,424,826   $1.00    6.76   $3,276,119 

 

The following table summarized information about employee stock options outstanding as of December 31, 2024 and 2023:

 

    Outstanding Options   Vested Options 
Exercise Price  

Number Outstanding at December 31,

2024

   Weighted Average Remaining Life   Number Exercisable at December 31, 2024   Weighted Average Remaining Life 
$0.01    675,000    1.25    675,000    1.25 
$0.74    1,657,560    4.32    1,657,562    4.32 
$0.80    2,783,243    4.54    2,783,238    4.54 
$1.33    5,461,935    8.33    5,125,362    8.31 
$2.16    56,250    6.71    56,250    6.71 
      10,633,988    6.25    10,297,412    6.15 

 

      Outstanding Options     Vested Options  
Exercise Price     Number Outstanding at December 31, 2023     Weighted Average Remaining Life     Number Exercisable at December 31, 2023     Weighted Average Remaining Life  
$ 0.01       675,000       2.51       675,000       2.51  
$ 0.74       1,657,560       5.57       1,657,564       5.57  
$ 0.80       2,783,243       5.80       2,708,239       5.62  
$ 1.33       5,164,830       4.51       4,327,774       4.92  
$ 2.16       56,250       7.96       56,250       7.71  
          10,336,883       6.91       9,424,826       6.76  

 

Warrants

 

The following is a summary of the Company’s warrant activity for the year ended December 31, 2024 and 2023:

 

   Number of Shares   Weighted Average Exercise Price per Share   Weighted Average Remaining Life (Years) 
Outstanding as of December 31, 2022   1,359,375   $0.80    0.98 
Granted   -    -    - 
Forfeited   -    -    - 
Outstanding as of December 31, 2023   1,359,375   $0.80    0.64 
Granted   -    -    - 
Forfeited   -    -    - 
Outstanding as of December 31, 2024   1,359,375   $0.80    0.93 

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2024 and 2023

 

Note 6 – Stockholders’ Equity (Deficit), continued

 

Restricted Stock Units

 

On September 29, 2023, the Company issued an aggregate of 1,399,834 restricted stock units with a grant date value of $1.33 per unit in exchange for the forgiveness of accrued compensation. Pursuant to the amendment dated December 18, 2023, the restricted stock units shall vest on the on earlier event of either the occurrence of an initial public offering or in the event of change of control of the Company. The restricted stock units have an aggregate grant date fair value of $1,866,445.

 

On December 18, 2023, the Company terminated 1,399,384 restricted stock units and issued an aggregate of 1,618,537 restricted stock units with a grant date value of $1.33 in exchange for the forgiveness of accrued compensation. The restricted stock units shall vest on the earlier event of either the expiration of the lock-up period by the underwriters after the initial public offering or in the event of change of control of the Company. The restricted stock units have an aggregate grant date fair value of $2,158,050.

 

On March 15, 2024, the Company issued 7,500 restricted stock units with a grant date value of $1.33 per unit in exchange for the forgiveness of accrued compensation. The restricted stock units shall vest on the earlier event of either the expiration of the lock-up period by the underwriters after the initial public offering or in the event of change of control of the Company.

 

As of December 31, 2024, the Company had an aggregate of 1,626,037 restricted stock units outstanding with an aggregate fair value of $2,195,550.