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Stockholders’ Equity
3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders’ Equity

Note 6 – Stockholders’ Equity

 

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 March 31, 2025. There was no shares of preferred stock issued and outstanding as of March 31, 2025.

 

Initial Public Offering

 

In December 2024, the Company executed an IPO in which it sold 2,750,000 shares of common stock, par value $0.0001 per share at a price of $4.00 per share for gross proceeds of $11 million before deduction of underwriting discounts and other related expenses.

 

Service Agreement

 

In June 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 3,487,500 restricted shares of common stock, 1,162,500 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 37,500 shares of the Company’s common stock at a purchase price of $1.33 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. As of March 31, 2025 and December 31, 2024, the Company recorded compensation expense of $381,233 and $893,781, respectively, related to the restricted shares issued.

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

 

Note 6 – Stockholders’ Equity, continued

 

Stock Options

 

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

 

In January 2024, the Company granted 180,000 stock options to a consultant with an exercise price of $1.33 per share and a grant date fair value of $190,560, of which 50% vested immediately with the remaining 50% being vested over a 12 month period.

 

As discussed in Note 3 – Related Party Transactions, the Company also issued options for the forgiveness of accrued compensation.

 

The grant date fair value of stock options issued during the three-month period ended March 31, 2024 was determined using the Black-Scholes Option Pricing Model. The significant inputs were as follows:

 

Dividend Yield   0%
Weighted average expected term (years)   6 
Volatility   97.3%
Risk-free rate   4.10%
Weighted average exercise price  $1.33 

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

 

Note 6 – Stockholders’ Equity, continued

 

A summary of activity for the three months ended March 31, 2025 is presented below:

 

    Number of Options   Weighted Average Exercise Price   Weighted Average Contractual Term (Years)   Aggregate Intrinsic Value 
Outstanding as of December 31, 2024    10,633,988    1.02    6.25   $102,921,147 
Granted    -    -           
Exercised    -    -           
Forfeited    -    -           
Outstanding as of March 31, 2025    10,633,988   $1.02    6.00   $405,750 
Exercisable as of March 31, 2025    10,335,848   $1.01    5.93   $405,750 

 

The following table summarizes information related to stock options outstanding as of March 31, 2025:

 

    Outstanding Options   Vested Options 
Exercise Price  

Number Outstanding at March 31,

2025

   Weighted Average Remaining Life  

Number Exercisable at March 31,

2025

   Weighted Average Remaining Life 
$0.01    675,000    0.75    675,000    0.75 
$0.74    1,657,564    3.82    1,657,564    3.82 
$0.80    2,783,239    4.04    2,783,239    4.04 
$1.33    5,461,935    7.39    5,163,795    7.82 
$2.16    56,250    6.21    56,250    6.21 
      10,633,988    6.00    10,335,848    5.93 

 

During the three months ended March 31, 2025 and 2024, the Company recognized stock-based compensation expense of $421,454 and $355,317, respectively, related to the vesting of stock options. There was $306,427 unrecognized stock-based compensation expense as of March 31, 2025.

 

Warrants

 

The following is a summary of the Company’s warrant activity for the three months ended March 31, 2025:

 

    Number of Shares   Weighted Average Exercise Price per Share   Weighted Average Remaining Life (Years) 
Outstanding as of December 31, 2024    1,359,375   $0.80    0.93 
Granted    -    -    - 
Forfeited    -    -    - 
Outstanding as of March 31, 2025    1,359,375   $0.80    0.68 

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025

 

Note 6 – Stockholders’ Equity, continued

 

Restricted Stock Units

 

As of March 31, 2025 and December 31, 2024 the Company had an aggregate of 1,626,037 restricted stock units outstanding with an aggregate fair value of $2,195,550.