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Stockholders’ Equity
 6 Months Ended
Jun. 30, 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 34,833,083 shares of common stock issued and outstanding as of June 30, 2025. There were no shares of preferred stock issued and outstanding as of June 30, 2025.

 

During the six months ended June 30, 2025, the Company issued 103,186 shares of common stock, with an aggregate fair value of $66,000, 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 general and administrative expenses in the accompanying 2024 condensed consolidated statement of operations.

 

See Note 6 – Stockholders’ Equity – Restricted Stock Units for additional details regarding the issuance of common stock upon the vesting of restricted stock units.

 

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. During the six months ended June 30, 2025 the Company recorded compensation expense of $766,702 related to the agreement, which in general and administrative expenses in the accompanying condensed consolidated statements of operations. There was no such expense recorded during the six months ended June 30, 2024 due to the timing of the execution of the service agreements.

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

 

Note 6 – Stockholders’ Equity, continued

 

Stock Options

 

The Company grants stock under the provisions of 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 - Equity Instruments Exchanged for Accrued Compensation, during the six months ended June 30, 2024, the Company issued additional options related to accrued compensation.

 

In June 2025, the Company granted 250,000 stock options to a consultant with an exercise price of $0.97 per share and a grant date fair value of $191,168, and a 10 year term. The 25% of the stock options vest immediately on the grant date, with the remaining 187,500 options vesting in equal monthly installments ratably beginning in July 2025 through May 2027.

 

The significant inputs utilized to determine the grant date fair value of stock options issued during the six month periods ended June 30, 2025 and 2024 were as follows:

 

   June 30,   June 30, 
   2025   2024 
Dividend Yield   0%   0 %
Weighted average expected term (years)   5.38    5.75-6  
Volatility   101.98%   97.3-105.8 %
Risk-free rate   4.18%   4.10 %
Weighted average exercise price  $0.97   $1.33  

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

 

Note 6 – Stockholders’ Equity, continued

 

A summary of stock option activity for the six months ended June 30, 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   250,000    0.97           
Exercised   -    -           
Forfeited   -    -           
Outstanding as of June 30, 2025   10,883,988   $1.02    5.61   $1,772,167 
Exercisable as of June 30, 2025   10,426,478   $1.01    5.48   $1,762,791 

 

The following table summarizes information related to stock options outstanding as of June 30, 2025:

 

      Outstanding Options    Vested Options 
 Exercise Price    

Number

Outstanding at June 30, 2025

    Weighted Average Remaining Life    

Number Exercisable

at June 30, 2025

    Weighted Average Remaining Life 
$0.01    675,000    0.75    675,000    0.50 
$0.74    1,657,564    3.57    1,657,564    3.57 
$0.80    2,783,239    3.80    2,783,239    3.80 
$0.97    250,000    9.92    62,500    9.92 
$1.33    5,461,935    7.58    5,191,925    7.57 
$2.16    56,250    5.96    56,250    5.96 
      10,883,988    5.61    10,426,478    5.48 

 

There was $420,576 unrecognized stock-based compensation expense as of June 30, 2025 which will be recognized over a period of approximately 0.82 years.

 

Warrants

 

The following is a summary of the Company’s warrant activity for the six months ended June 30, 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 June 30, 2025   1,359,375   $0.80    0.51 

 

 

JUPITER NEUROSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

 

Note 6 – Stockholders’ Equity, continued

 

Effective June 22, 2025, the Company entered into an amendment with a warrant holder who holds warrants exercisable for 109,376 shares of common stock. The amendment extended the warrant’s exercise period through August 31, 2025, and clarified the exercise mechanism applicable to the warrant. The effects of the warrant modification were de minimis.

 

Restricted Stock Units

 

No restricted stock units were issued during the six months ended June 30, 2025. In June 2025, all then issued and outstanding restricted stock units vested whereby 1,626,037 shares of common stock were freely tradeable by the Holder.