Jupiter Neurosciences Inc 美股招股说明书（2026-05-21版）

(To the Prospectus dated April 24, 2026) Jupiter Neurosciences, Inc. 7,142,858 Shares of Common Stock We are offering an aggregate of 7,142,858 shares of our common stock, par value $0.0001 per share (“common stock”), purchased bycertain investors (the “investors”). The offering price of each share of common stock is $0.28. We have retained D. Boral Capital LLC. (“D Boral”) as the placement agent (the “Placement Agent”) with respect to this Offering. ThePlacement Agent is not purchasing or selling any shares offered hereby, nor is the Placement Agent required to arrange for thepurchase or sale of any specific number or dollar amount of shares, but they have agreed to use their best efforts to arrange for the saleof all of the shares. The Company has agreed to pay the Placement Agent a fee in cash equal to 7.0% of the gross proceeds from the We are an “emerging growth company” as defined under U.S. federal securities laws and are subject to reduced public companyreporting requirements. Our shares of common stock are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “JUNS.” Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors” beginning on page S-8 of this prospectus supplement and page 5 of the accompanying prospectus and under Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held by non-affiliates, or public float, was determined to be $10,517,489.55 based on 36,281,252 shares of common stock outstanding, of which22,608,533 are held by non-affiliates, and the closing sale price of our shares of common stock on Nasdaq of $0.4652 on April 21,2026, which is within 60 days of the date of this prospectus supplement. Upon any sale of shares of common stock under thisprospectus supplement pursuant to General Instruction I.B.6 of Form S-3, in no event will the aggregate market value of securities soldby us or on our behalf pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar month period immediately prior We have retained D. Boral Capital LLC to act as our exclusive placement agent (the “placement agent”) in connection with thisoffering. The placement agent is not purchasing or selling any of the securities we are offering. This offering is being conducted on a“best efforts” basis and the placement agent has no obligation to arrange for the purchase or sale of any specific number or dollaramount of securities. We have agreed to pay the placement agent fees set forth in the table below. There is no required minimum (1) We have agreed to pay the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds received for the securities soldin this offering to the investors. See “Plan of Distribution” for additional disclosure regarding placement agent’s compensation. Delivery of the securities being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to bemade on or about May 21, 2026. D. Boral Capital LLC The date of this prospectus supplement is May 20, 2026. PROSPECTUS SUPPLEMENT You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, and the documents weincorporate by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provideyou with different information. We and the placement agent do not take any responsibility for, and cannot provide any assurance as tothe reliability of, any other information that others may give you. We and the placement agent are not making an offer to sell our To the extent this prospectus supplement contains summaries of the documents referred to herein, you are directed to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of thedocuments referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement This prospectus supplement contains references to a number of trademarks which are registered or for which we have pendingapplications or common law rights. Solely for convenience, the trademarks, service marks and trade names referred to in thisprospectus supplement and the documents we incorporate by reference are listed without the®, (sm) and (tm) symbols, but we will ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, including the documents incorporated by referenceherein, which describes the specific terms of this offering and other matters relating to us. The second