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Significant Accounting Policies (Policies) | 12 Months Ended
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Dec. 31, 2025
Accounting Policies [Abstract] |
Going Concern | Going Concern The financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S GAAP contemplates continuation of the Company as a going concern. For the year ended December 31, 2025 and 2024, the Company had net revenues from product sales of $21,796 and $0, respectively and incurred a net loss of $8,644,897 and $2,439,625, respectively. Net cash used in operations for the years ended December 31, 2025 and 2024 was $5,413,736 and $3,911,004, respectively. As of December 31, 2025 and 2024, the Company had an accumulated deficit of $34,667,026 and $26,022,129, respectively. There is substantial doubt regarding our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence on private equity and financings. The Company plans to finance future operations with proceeds from equity securities, grant awards and strategic collaborations. However, there is no assurance the Company will be successful. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report.
Basis of Presentation | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
Business Segment | Business Segment The Company uses the “management approach” to identify its reportable segments in accordance with ASC 280, Segment Reporting. The management approach requires companies to report segment financial information consistent with the information regularly reviewed by the Chief Operating Decision Maker (“CODM”) for purposes of making operating decisions and assessing performance. The Company’s Chief Executive Officer serves as the CODM. The CODM evaluates financial performance and allocates resources based on the operating results of the Company’s reportable segments. Effective October 1, 2025, the Company operates through two reportable segments: (i) its premium nutritional supplements, and (ii) pharmaceutical operations focused on drug candidates for CNS and rare orphan diseases. The CODM assesses segment performance primarily based on segment net loss (income). Selling, general and administrative expenses are directly attributable to segments or allocated based on reasonable and consistently applied methodologies. Corporate and other expenses that are not allocated to reportable segments consist primarily of public company costs, certain executive compensation, certain stock-based compensation, interest income (expense), other income (expense), and income taxes. The identification of two reportable segments reflects the manner in which the CODM reviews financial information and allocates resources. Prior-period information has been recast to conform to the current presentation.
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances. Significant estimates during the years ended December 31, 2025 and 2024, respectively, include valuation of stock-based compensation, uncertain tax positions, the valuation of debt instruments, and the valuation allowance on deferred tax assets.
Cash | Cash The Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. Cash and cash equivalents consist primarily of cash on deposit with financial institutions and amounts held in high-yield savings accounts. The Company maintains its cash balances with high-credit-quality financial institutions. At times, such balances may exceed federally insured limits provided by the Federal Deposit Insurance Corporation (“FDIC”). In 2025, the Company has implemented a deposit insurance program in the Company’s primary account, whereby funds in excess of FDIC insurance limits are insured. As of December 31, 2025 and 2024, the cash balances not subject to insurance or that exceed the FDIC limit of $250,000 were $0 and $3,519,510, respectively.
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method. Inventory consists primarily of raw materials, work-in-process, and finished goods. The Company periodically reviews inventory quantities on hand and records reserves for excess, obsolete, or slow-moving inventory based on its assessment of forecasted demand, product shelf life, market conditions, and other factors. Inventory reserves are recorded as a reduction of inventory and are based on management’s estimates regarding the recoverability of inventory balances. If actual demand or market conditions differ from those projected by management, additional inventory write-downs may be required.
Revenue Recognition | Revenue Recognition Revenue is recognized when control of promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following five-step model: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, the Company satisfies a performance obligation. JUPITER NEUROSCIENCES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 2 – Significant Accounting Policies, continued Product Revenue The Company generates revenue from the sale of its products. Product revenue is recognized when control of the product is transferred to the customer, which generally occurs upon shipment or delivery, depending on the terms of the arrangement. Revenue is recorded net of variable consideration, including estimates for product returns, rebates, chargebacks, discounts, and other allowances. The Company estimates variable consideration at the time of sale based on historical experience, current market conditions, and contractual terms, and includes such estimates in the transaction price only to the extent that it is probable that a significant reversal of revenue will not occur in future periods. The Company evaluates whether it is the principal or agent in its arrangements and records revenue on a gross or net basis accordingly. Shipping and handling activities are considered fulfillment activities, and the related costs are recorded in cost of goods sold.
Prepaid Contracts | Prepaid Contracts Prepaid contracts generally represent service agreements which the Company would receive services over a period of time and are expensed as the services are received. The Company’s prepaid contracts are related to service agreements that span over three years, therefore the expense will be recognized over the three year term.
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally represent payments made for goods or services to be received within one year and are expensed as the related benefit is received.
Research and Development | Research and Development Research and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the financial statements as prepaid or accrued research and development expense, as the case may be. Total research and development costs for the years ended December 31, 2025 and 2024 were $2,086,574 and $492,660, respectively.
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of December 31, 2025 and 2024, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets. The Company had no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements. The Company is subject to taxation in the U.S. Our tax years for 2021 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority.
Loss Per Share of Common Stock | Loss Per Share of Common Stock Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock, as calculated using the treasury method. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. As of December 31, 2025, there were no warrants outstanding, 1,626,037 restricted stock units and 11,726,093 stock options. These securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive. As of December 31, 2024, there were 1,359,375 warrants outstanding, 1,626,037 restricted stock units and 10,633,988 stock options. These securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation equal to the grant date fair value of the stock awards issued. For stock options issued to employees, non-employees and members of our board of directors, the Company estimates the grant-date fair value of options using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and, for grants prior to our initial public offering, the value of the common stock. For awards subject to time-based vesting, the Company recognized stock-based compensation expense, on a straight-line basis over the requisite service period, which is generally the vesting term of the award. JUPITER NEUROSCIENCES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 2 – Significant Accounting Policies, continued
Clinical Trial Expenses | Clinical Trial Expenses As part of the process of preparing our financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company’s objective is to reflect the appropriate trial expenses in the financial statements by matching those expenses with the period in which services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates based on estimates of services received and efforts expended that take into account discussion with applicable personnel and outside service providers as to the progress or state of consummation of trials. During the course of a clinical trial, the Company adjusts the clinical expense recognition if actual results differ from its estimates. The Company makes estimates of the accrued expenses as of each balance sheet date based on the facts and circumstances known at that time. The clinical trial accruals are dependent upon the timely and accurate reporting of contract research organizations and other third-party vendors. Although the Company does not expect the estimates to be materially different from amounts actually incurred, understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low for any particular period.
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into six broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. JUPITER NEUROSCIENCES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 2 – Significant Accounting Policies, continued Fair Value of Financial Instruments and Fair Value Measurements, continued Also see Note 5 - Convertible Debt and Derivative Liability.
Derivative Instruments | Derivative Instruments ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment. On January 1, 2020, the Company adopted ASU 2017-11 under which down-round Features in Financial Instruments will no longer cause derivative treatment. The Company applies the modified prospective method of adoption. There were no cumulative effects on adoption.
Convertible Notes with Embedded Derivative Liabilities | Convertible Notes with Embedded Derivative Liabilities The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at or around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment. JUPITER NEUROSCIENCES, INC. NOTES TO FINANCIAL STATEMENTS December 31, 2025 and 2024 Note 2 – Significant Accounting Policies, continued
Leases | Leases Operating lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management. The Company’s Chief Executive Officer serves as the CODM. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 enhances income tax disclosures by adding more granular, jurisdiction-specific information, especially for investors and analysts. The amendments in ASU 2023-09 are effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis. The Company plans to adopt this update during the year ended December 31, 2026. Beyond the expanded, required disclosures, management does not believe that this will have a material impact on the Company’s financial statements. All other newly issued accounting pronouncements that are not yet effective have been deemed immaterial or nonapplicable.

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