UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Approval of Bonus Package to Executive Officers
On July 2, 2025, the Compensation Committee of the board of directors (the “Compensation Committee”) of Jupiter Neurosciences, Inc. (the “Company”), after review of the Company’s Final 2025 Budget, approved a bonus package to compensate certain officers of the Company for their role in the success of the Company’s initial public offering completed in December 2024 and their willingness to forgo additional compensation and forgive debts owed to them by the Company in the 2024 fiscal year. The bonus package approved by the Compensation Committee included stock options granted to the following individuals pursuant to the Company’s 2023 Equity Incentive Plan:
| ● | Alison Silva, Chief Business Officer, received a grant of 255,320 options | |
| ● | Saleem Elmassri, Chief Financial Officer, received a grant of 102,128 options |
The stock options have an exercise price of $1.19 per share, representing the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. The stock options have a ten (10) year term and vest in equal installments over a three (3) year period beginning on the grant date of July 2, 2025, subject to the officers’ continued employment at the time of vesting. Upon payment of the purchase price, the stock options and shares of the Company’s common stock issuable upon exercise of the stock options, shall be deemed to be validly issued, fully paid for and non-assessable.
The bonus package approved by the Compensation Committee also included cash payments to certain officers of the Company, as well as Titan Advisory Services, provided that the cash bonuses shall not be paid until the Company has more than $3,500,000 in cash on hand (“Cash on Hand Requirement”). The cash bonuses shall be paid to the following individuals, subject to the Cash on Hand Requirement:
| ● | Christer Rosén, Chief Executive Officer, will be paid $210,000 | |
| ● | Alison Silva, Chief Business Officer, will be paid $45,000 | |
| ● | Marshall Hayward, Chief Science Officer, will be paid $50,000 | |
| ● | Alexander Rosén, Chief Administrative Officer, will be paid $72,000 | |
| ● | Titan Advisory Services will be paid $72,000 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
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.
| JUPITER NEUROSCIENCES, INC. | ||
| By: | /s/ Christer Rosen | |
| Christer Rosen | ||
| Chief Executive Officer | ||
Dated: July 9, 2025