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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

February 20, 2026

Date of Report (Date of earliest event reported)

 

JUPITER NEUROSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41265   47-4828381
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1001 North US HWY 1, Suite 504, Jupiter, FL   33477
(Address of principal executive offices)   (Zip Code)

 

(561) 406-6154

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   JUNS   Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

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

 

Exhibit No.   Description
     
4.1+†*   Form of Convertible Promissory Notes issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2025)
4.2+†*   Form of Amended and Restated Convertible Promissory Note issued to YA II PN, Ltd. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on November 20, 2025)
4.3†   Omnibus Amendment to the Convertible Promissory Notes issued to YA II PN, Ltd., dated February 20, 2026, between Jupiter Neurosciences, Inc. and YA II PN, Ltd.
10.1+†*   Standby Equity Purchase Agreement, as of October 24, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2025)
10.2+†*   Amendment No. 1 to the Standby Equity Purchase Agreement, as of November 19, 2025, between Jupiter Neurosciences, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on November 20, 2025)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*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  

 

 

 

EX-4.3 2 ex4-3.htm EX-4.3

 

Exhibit 4.3

 

OMNIBUS AMENDMENT

 

This Omnibus Amendment (this “Amendment”) is entered into as of February 20, 2026 by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and JUPITER NEUROSCIENCES, INC., a company incorporated under the laws of the State of Delaware (the “Company”), with reference to (1) that certain Standby Equity Purchase Agreement, dated as of October 24, 2025, by and between the Investor and the Company and the amendment thereto dated November 19, 2025 (such agreement, the “SEPA”), (2) that certain Registration Rights Agreement, dated as of October 24, 2025, by and between the Investor and the Company (such agreement, the “RRA”), (3) that certain Convertible Promissory Note, issued October 24, 2025 in an original principal amount of $4,000,000 delivered by the Company to the Investor and bearing Number JUNS-1 (the “October Note”) and (4) that certain Convertible Promissory Note, issued December 23, 2025 in an original principal amount of $2,000,000 delivered by the Company to the Investor and bearing Number JUNS-2 (the “December Note” and, together with the October Note, the “Notes”). Collectively, the SEPA, RRA, the Notes and all other instruments, agreements or other items executed or delivered in connection with either of the foregoing are referred to as the “Transaction Documents.” Undefined terms herein have the same definitions set forth in the Transaction Documents. The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

By this Amendment, the Company and the Investor have agreed to amend and restate Section 1(c) of each of the Notes on the following terms:

 

1. Monthly Payments. Commencing on April 1, 2026, the Company shall make monthly cash payments and continuing on the same day of each successive Calendar Month (an “Installment Date(s)”) outlined in the repayment schedule attached hereto (the “Repayment Schedule”) until the entire outstanding principal amount shall have been repaid. Each monthly cash payment shall be in an amount equal to the outstanding Principal, outlined in the Repayment Schedule, in the aggregate among the Notes and all Other Notes (or the outstanding Principal if less than such amount) as of the Installment Date (the “Principal Amount”), plus (ii) the Payment Premium in respect of such Principal Amount, plus (iii) all accrued and unpaid interest hereunder as of each payment date (the “Installment Amount”). With respect to the payment of any Installment Amount by the Company hereunder, the Company shall, at its own option, repay each Installment Amount either (i) in cash on or before the Installment Date, or (ii) by submitting an Advance Notice (an “Advance Repayment”), or a series of Advance Notices, each with an Advance Date on or before the applicable Installment Date, or any combination of (i) or (ii) as determined by the Company. In respect of any Installment Amount, or portion thereof, to be repaid by the Company in cash, the Company shall pay such Installment Amount to the Holder by wire transfer of immediately available funds in cash on or before such Installment Date. If the Company elects (or is deemed to have elected, as set forth below) an Advance Repayment in accordance with this Section for all or a portion of an Installment Amount, then the Company shall deliver an Advance Notice to the Holder in the amount of the Installment Amount without the Payment Premium in accordance with the terms and conditions of the SEPA, that will have an Advance Date on or before the applicable Installment Date. Upon the closing of such Advance Notice in accordance with the SEPA, the Holder shall offset the amount due to be paid by the Holder to the Company under the SEPA against an equal amount of the Installment Amount without the Payment Premium to be paid by the Advance Repayment. If, on the Installment Date any portion of the Installment Amount remains unpaid, the Company shall repay such outstanding Installment Amount as a cash repayment in accordance with this Section.

 

 

 

For so long as this Note is outstanding, or unless otherwise agreed by the Holder, if the Company delivers an Advance Notice under the SEPA, the following provisions shall apply: (A) the Company shall be deemed to have elected an Advance Repayment in respect of such Advance Notice, and proceeds from such Advance Notice shall first be applied to satisfy the Installment Amount then due or, if no Installment Amount is then due, to satisfy the Installment Amount that will become due on the next upcoming Installment Date; (B) if the amount requested in an Advance Notice exceeds the applicable Installment Amount described in clause (A), then, after application of proceeds sufficient to satisfy such Installment Amount, the remaining proceeds shall be allocated as follows: (i) fifty percent (50%) shall be distributed to the Company and (ii) fifty percent (50%) shall be retained by the Holder and applied to prepay Installment Amounts due on subsequent Installment Dates, in reverse chronological order, until this Note is fully repaid; and (C) any conversion of this Note made by the Holder shall have the effect of reducing the amount due under this Note or on any Installment Date, (i) first with respect to the amounts due under this Note and (ii) second with respect to the amounts due on the next Installment Date, by the amount of such conversion.

 

2. Effect; Continuing Validity. The Transaction Documents are amended to the extent necessary to give effect to this Amendment, and the terms of this Amendment shall supersede any contrary terms in Transaction Documents. Each reference to the “Note” in the October Note and the December Note shall be deemed to refer to the Notes as modified by this Amendment. Except as specifically set forth herein, the terms and conditions of the Transaction Documents shall remain unmodified and are hereby ratified by the Parties. The Company acknowledges and agrees that, except as otherwise expressly provided in this Amendment, all terms, conditions and provisions of the Transaction Documents shall continue in full force and effect and remain unaffected and unchanged. This Amendment in no way acts as a release or relinquishment of, and in no way affects, the liens, security interests and rights created by or arising under the Transaction Documents, or the priority thereof. Such liens, security interests and rights are hereby ratified, confirmed, renewed and extended in all respects. The Transaction Documents, any other security for payment of the Notes, and all rights, remedies, titles, liens and equities securing the Transaction Documents as hereby modified and the indebtedness represented thereby are hereby recognized, renewed, extended and continued in full force and effect for the benefit of the YAII and the indebtedness evidenced thereby.

 

3. Not a Novation. This Amendment is a modification only and not a novation. This Amendment is to be considered attached to the Notes and made a part thereof. This Amendment shall not release or affect the liability of any guarantor, surety or endorser of the Notes, or release any owner of collateral securing the Notes. The validity, priority and enforceability of the Notes shall not be impaired hereby.

 

4. This Amendment One of the Transaction Documents. From and after the date hereof, this Amendment is and shall be deemed a part of the Notes and shall be deemed a Transaction Document. An event of default under this Amendment shall constitute an Event of Default under the Notes.

 

5. Miscellaneous. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. This Amendment may be executed in counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically shall be equally as effective as delivery of a manually executed counterpart of this Amendment. No waiver of any provision of this Amendment shall be effective or enforceable unless made in writing signed by the party waiving any right or privilege hereunder.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

IN WITNESS WHEREOF, the Company and the Investor have caused this Amendment to be duly executed by a duly authorized representative as of the date first written above.

 

  COMPANY:
  JUPITER NEUROSCIENCES, INC.
     
  By: /s/ Christer Rosén
  Name: Christer Rosén
  Title: Chairman and Chief Executive Officer

 

 

 

  INVESTOR:
  YA II PN, Ltd.
     
  By: Yorkville Advisors Global, LP
  Its: Investment Manger
     
  By: Yorkville Advisors Global II, LLC
  Its: General Partner

 

  By: /s/ Matthew Beckman
  Name: Matthew Beckham
  Title: Member

 

 

 

REPAYMENT SCHEDULE