Financing designed to support Phase 2 Parkinson’s trial and accelerate Nugevia^™ product line growth

Jupiter Neurosciences, Inc , a clinical stage biopharmaceutical company that is advancing a therapeutic pipeline targeting central nervous system (“CNS”) disorders, while also expanding into the consumer longevity market with its Nugevia^™ product line,  announced that it has entered into two strategic financing agreements with an affiliate of Yorkville Advisors Global, LP (“Yorkville”), providing JUNS with the potential to access up to $20 million in capital (the “Financing”), subject to certain conditions and limitations.

The Financing includes:

• A $6 million pre-paid advance, with an initial $4 million advance funded at signing, on October 24, 2024 and evidenced by a convertible promissory note with a fixed conversion price of $1.50; and
• An additional $14 million available under the standby equity purchase agreement (“SEPA”), which the Company may use at its discretion over 24 months after signing, subject to an effective registration statement.

JUNS intends to use the proceeds from these facilities primarily to support the Phase 2 trial of its lead asset – JOTROL^™, a resveratrol delivery platform¹ – for the treatment of Parkinson’s disease and to accelerate direct-to-consumer marketing and sales growth of its recently launched nutritional product line Nugevia^™. The Company will also use proceeds from the Financing for working capital and other general corporate purposes.

Key Terms of Flexible Financing:

Pre-paid Advances: $4 million was made available to JUNS upon execution of the agreements and an additional $2 million is anticipated to be paid on the second trading day after the effectiveness of a registration statement covering the resale of the shares of the Company’s outstanding common stock (the “Common Stock”) used to repay the facility (the “Pre-Paid Advances”). Each Pre-Paid Advance will be issued at a 7% original issue discount and bear interest. Each Pre-Paid Advance will also be evidenced by convertible promissory notes. The Pre-paid Advances have a maturity date that is 12 months after the date of signing. To repay each Pre-Paid Advance, JUNS has the option to use cash or shares of Common Stock, issued at a discounted price.

Additional Funds Available Under the SEPA: JUNS has the option, but not the obligation, to sell to Yorkville up to $14 million of Common Stock (“Financing Shares”) over the 24-month period after signing. Sales under the SEPA require a registration statement to be declared effective by the SEC. In accordance with the terms of the SEPA, the Company may issue Financing Shares to the Investor at a 3.0% discount to the market price (calculated pursuant to the SEPA) of the Common Stock. All drawdowns under the SEPA, if any, must be applied towards repayment of the outstanding amounts under the convertible promissory notes evidencing the prepaid cash advances until the convertible promissory notes are fully repaid.

A more detailed description of the agreements will be filed in a Current Report on Form 8-K that JUNS will file with the SEC.

Christer Rosén, Chairman and CEO of JUNS, stated, “We believe this financing will provide us with the capital required to complete the Phase 2 Parkinson’s disease trial and continue to support the launch of our DTC longevity nutraceutical line, Nugevia^™. We are grateful for Yorkville’s support at this critical stage of our Company’s growth and look forward to executing on both our projects and business strategy.”