United States securities and exchange commission logo





                               January 31, 2022

       Christer Ros  n
       Chief Executive Officer
       Jupiter Neurosciences, Inc.
       1001 North US HWY 1, Suite 504
       Jupiter, FL 33477

                                                        Re: Jupiter
Neurosciences, Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed on January
26, 2022
                                                            File No. 333-260183

       Dear Mr. Ros  n:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 5 to Registration Statement on Form S-1, Filed January 26,
2022

       Cover Page

   1.                                                   We note your revised
disclosure that you are offering an aggregate of 2.2 million units
                                                        and have granted the
underwriters an option to purchase up to an additional 330,000
                                                        shares of common stock
and/or warrants to purchase 330,000 shares of common
                                                        stock. Your footnotes
to the fee table indicate that you are calculating your registration fee
                                                        based on Rule 457(o).
However, based on your revised disclosure that you anticipate your
                                                        offering price could be
up to $8.00 per share, it does not appear you have calculated the
                                                        registration fee based
on the maximum aggregate offering price. Please revise your fee
                                                        table, and the opinion
filed as Exhibit 5.1, accordingly.
 Christer Ros  n
FirstName   LastNameChrister
Jupiter Neurosciences, Inc. Ros  n
Comapany
January  31,NameJupiter
             2022        Neurosciences, Inc.
January
Page  2 31, 2022 Page 2
FirstName LastName
Consolidated Financial Statements, page F-3

2.       Please reflect the reverse stock split in your consolidated financial
statements retroactively
         as required by SAB Topic 4.C.
       You may contact Christie Wong at 202-551-3684 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at
202-551-5019 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Life
Sciences
cc:      Craig D. Linder, Esq.