Jupiter Neurosciences, Inc. Sample Contracts
UNDERWRITING AGREEMENTUnderwriting Agreement • December 4th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dominari Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 5th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _______, 2022 (the “Issuance Date”) between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, (the “Warrant Agent”).
Executive Employment Agreement Dated as of September 1, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Marshall Hayward (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
SECURITY AGREEMENTSecurity Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of April 11, 2022 (this “Agreement”), between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company” or the “Debtor” and collectively with any other Debtor from time to time hereunder, the “Debtors”) and the holders of the Company’s 10% Senior Secured Notes due April 11, 2023 in aggregate principal amount of $1,111,111.11 (the “Notes”), signatory hereto, its endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Parties”).
Jupiter Neurosciences, Inc. Independent Director Agreement John Ditton Dated as of September 8, 2021Independent Director Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between Jupiter Neurosciences, Inc., a Delaware Corporation (“Company”), and John Ditton, an individual resident of the State of Nevada (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2026 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2026, between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Christer Rosén (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Amendment to Executive Employment AgreementExecutive Employment Agreement • April 1st, 2026 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Amendment to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Christer Rosén (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Alexander Rosén (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as April 11, 2022, among Jupiter Neurosciences, Inc, a Delaware corporation whose principal place of business is located at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477 (the “Company”) and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2025 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of October 24, 2025 is made 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”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 21st, 2026 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
JUPITER NEUROSCIENCES, INC. And HANDERLAND DEVELOPMENT INVESTMENT HOLDINGS LIMITED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • August 16th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
Handerland Development Investment Holdings Limited 注册办事处在 4th Floor, Water’s Edge Building. Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands （下称「SSP」）。
JUPITER NEUROSCIENCES, INC. [__________] UNITS CONSISTING OF [__________] SHARES OF COMMON STOCKUnderwriting Agreement • January 5th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and Dawson James Securities, Inc. are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
JUPITER NEUROSCIENCES, INC. Form of Convertible Promissory NoteConvertible Promissory Note • November 20th, 2025 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated as of October 24, 2025 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (“IP Security Agreement”) dated as of April 11, 2022, is made and entered into by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as Holder of the 10% Senior Secured Notes due April 11, 2023 in aggregate principal amount of $1,111,111.11 (the “Notes”) of the Company.
JUPITER NEUROSCIENCES, INC. Form of Convertible Promissory NoteConvertible Promissory Note • October 27th, 2025 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated as of October 24, 2025 (as may be amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
JUPITER NEUROSCIENCES, INC. And OPTIMIZE WELLNESS LIMITED CRO SERVICES AGREEMENTCro Services Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Stock Subscription Agreement (this “Agreement”) is entered into as of June 3, 2024 (the “Closing Date”), by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and OPTIMIZE WELLNESS LIMITED, a company incorporated in Hong Kong whose office located at ROOM 401, On Hong Commercial Building, 145 Hennessy Road, Wan Chai, Hong Kong (“Subscriber”). The Company and Subscriber may be collectively referred to herein as the “Parties” and individually as a “Party.”
OMNIBUS AMENDMENTOmnibus Amendment • February 20th, 2026 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
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
JUPITER NEUROSCIENCES, INC. And REGIS HEALTHCARE GROUP LIMITED REGULATORY SERVICES AGREEMENTRegulatory Services Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Stock Subscription Agreement (this “Agreement”) is entered into as of June 3, 2024 (the “Closing Date”), by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Regis Healthcare Group Limited, a corporation with address (CCS Trustees Limited, Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Islands)
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Dana Perez (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
RESEARCH AGREEMENT (Non-Clinical)Research Agreement • August 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Agreement (“Agreement”) entered into this 1st day of July, 2022 (“Effective Date”), by and between the University of Miami, (“University”) and Jupiter Neurosciences, Inc. (“Company”) to conduct a study entitled: EVALUATION of JOTROL in PARKINSON’S DISEASE MODELS (“Study”) as described in the protocol/scope of work attached hereto as Exhibit A and made a part hereof.
DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT Dated September 13th, 2016 by and between JUPITER ORPHAN THERAPEUTICS, INC, a corporation incorporated under the laws of Delaware , having its principal place of business at 601 Heritage Drive...Development, Collaboration and License Agreement • November 9th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Development, Collaboration and License Agreement (“Agreement”), dated September 13th, 2016 (the “Effective Date”) is made by and between Jupiter Orphan Therapeutics, Inc. (“JOT”), a corporation organized under the laws of Delaware, United States of America and Aquanova AG a company organized under the laws of Germany (“Aquanova”) (each a “Party” and collectively, the “Parties”).
THIRD AMENDMENTThird Amendment • January 17th, 2023 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
AGREEMENT, dated as of January 13, 2023 (this “Agreement”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of April 11, 2022, as amended, by and between Puritan Partners and the Company (the “Securities Purchase Agreement”).
JUPITER NEUROSCIENCES, INC. And LONGEVITY TECHNOLOGY GROUP LIMITED PRODUCT SERVICES AGREEMENTProduct Services Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
WHEREAS JN wishes CMC to provide certain services, as outlined in Schedule 1, in connection with advancing the business objectives of JN in Southeast Asia; and
December 31, 2022 Christer Rosén Chief Executive Officer Jupiter Neurosciences, Inc. Jupiter, Florida 33477 Telephone: (561) 406-6154 Dear Christer:Master Services Agreement • January 6th, 2023 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Master Services Agreement, when executed by the parties hereto, will constitute an agreement (the “Agreement”) between Jupiter Neurosciences, Inc. (the “Company”) and Titan Advisory Services LLC (“TITAN”), located at 50 Constitution Way, Jersey City, NJ 07305. The Company and TITAN are the “parties” hereto and each a “party”. The Company agrees to retain TITAN and TITAN agrees to be retained by the Company under the following terms (the “Agreement”):
AMENDMENT NO. 1 TO THE STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 20th, 2025 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to the Standby Equity Purchase Agreement (the “SEPA”), dated October 24, 2025, 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”), is entered into effective as of November 19, 2025. Capitalized terms used but not defined herein are used as defined in the SEPA.
JUPITER NEUROSCIENCES, INC. And DOMINANT TREASURE HEALTH COMPANY LIMITED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
WHEREAS JN wishes MSC to provide certain services, as outlined in Schedule 1, in connection with advancing the business objectives of JN in South-East Asia; and
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Alison Silva (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Debt Forgiveness and Exchange Agreement Dated as of December 1, 2021Debt Forgiveness and Exchange Agreement • December 17th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Debt Forgiveness and Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”); and (ii) Aquanova AG, a company organized under the laws of Germany (“Aquanova”). Each of the Company and Aquanova may be referred to herein collectively as the “Parties” and separately as a “Party”. Frank Benham, the Chief Executive Officer of Aquanova also joins this Agreement for the purposes of agreement to the provisions of Section 2.01(c).
Amendment No. 3 to Executive Employment Agreement Dated as of June 5, 2026Executive Employment Agreement • June 5th, 2026 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Amendment No. 3 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and Alison Silva (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party”.
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE Due April 11, 2023Convertible Security Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Note is entered into pursuant to a Securities Purchase Agreement by and between the Company, and the Holder, dated as of the Original Issue Date (the “Purchase Agreement”) and is subject to the terms and conditions herein and therein.
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 27th, 2025 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 24, 2025 is made 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”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”