UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On May 19, 2026, Jupiter Neurosciences, Inc. (the “Company”) and PharmAla Biotech Holdings Inc. (“PharmAla”) entered into a non-binding summary of proposed terms (the “Term Sheet”) regarding a potential licensing transaction of PharmAla’s ALA-002 program for the United States. On May 20, 2026, the Company issued a press release announcing the Term Sheet. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including the press release furnished as an exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The Term Sheet is a nonbinding summary of proposed terms and does not create any obligation on the part of the Company or PharmAla to consummate any transaction unless and until definitive agreements are executed.
Item 8.01. Other Events.
On May 19, 2026, the Company and PharmAla executed the Term Sheet describing a potential licensing transaction pursuant to which the Company would acquire from PharmAla exclusive and perpetual U.S. rights to ALA-002, a proprietary, next-generation MDMA formulation, together with related intellectual property, regulatory materials, tangible inventory, and certain contractual and regulatory rights (collectively, the “Assets”), subject to the Company’s compliance with the definitive agreements. The Term Sheet reflects the parties’ current understanding and contemplates that the parties would enter into a definitive agreement within 90 days of the date of the Term Sheet, as well as the following principal terms, which remain subject to due diligence and the negotiation and execution of definitive agreements:
| ● | Consideration. At closing of the contemplated transaction, PharmAla would receive total upfront consideration of $3,333,333, comprised of $1,500,000 in cash and $1,833,333 in equity securities of the Company; the equity securities issued to PharmAla would be subject to a 180-day lock-up period; and the Company may elect to substitute all-cash consideration at its sole discretion. In addition, the Term Sheet contemplates (i) development milestones of $3,333,333 upon initiation of a Phase 3 clinical trial of ALA-002 and $20,000,000 upon U.S. Food and Drug Administration approval, and (ii) commercialization milestones of $10,000,000, $30,000,000 and $33,333,333 upon first achievement of specified U.S. annual net sales thresholds of $333,333,333, $1,000,000,000 and $2,000,000,000, respectively. Following achievement of all commercialization milestones, PharmAla would be entitled to a perpetual 3% royalty on U.S. net sales of licensed products. Each milestone would be payable once upon first achievement of the applicable threshold. Within 90 days of closing, if required, the Company would file a registration statement to register the equity portion of the upfront consideration. | |
| ● | Escrow. Contemporaneously with the Term Sheet, the Company would deposit $600,000 into escrow, to be credited against the upfront cash payable to PharmAla at closing. If a definitive agreement is not executed within 90 days from signing of the Term Sheet (subject to specified fault-based carve-outs), PharmAla would receive the escrow as a reverse termination fee, as to be set forth in a separate escrow agreement. | |
| ● | Exclusivity; No-Shop. The Term Sheet provides for a 90-day exclusivity period (subject to mutual written extension) during which PharmAla will not solicit, negotiate or enter into competing U.S. transactions regarding the Assets, subject to customary exceptions. | |
| ● | Assets and Responsibilities. The contemplated transaction would transfer to the Company exclusive and perpetual U.S. rights to ALA-002, including intellectual property (patents and applications, know-how and data), regulatory files and correspondence, CMC information and manufacturing materials, inventory and specified third-party agreements necessary for development and commercialization in the U.S., subject to the Company’s compliance with the definitive agreements. Upon closing, the Company would assume sole responsibility for U.S. patent prosecution and maintenance related to ALA-002, including the preparation, filing and prosecution of new patent applications and maintenance of existing patents, and would have the right to select and direct U.S. patent counsel, with PharmAla’s reasonable cooperation. Certain assets are excluded, including PharmAla’s cash, tax attributes and programs outside ALA-002. |
| ● | Conditions; Approvals. Execution of definitive agreements would be subject to the Company’s due diligence in its sole discretion, negotiation of mutually acceptable definitive documentation with customary representations, warranties, covenants, and closing conditions, shareholder approvals of each party to the extent required, the absence of any material adverse effect on either party and any required Nasdaq or other regulatory approvals. | |
| ● | Development Timelines; Operations. The definitive agreement would include a development timeline (including targeted dates for Phase 3 completion and a New Drug Application in the United States, subject to customary terms and conditions for licensing transactions of this nature) and customary interim operating covenants for PharmAla from signing to closing, including maintenance of the Assets and preservation of related rights. |
The Term Sheet expressly provides that, other than certain binding provisions (including, among others, escrow, fees and expenses, confidentiality, exclusivity and expenses), it is non-binding, and no party will be obligated to proceed with the contemplated transaction unless and until a mutually acceptable definitive agreement is executed. There can be no assurance that a definitive agreement will be entered into on the terms summarized above or at all, or that, if entered into, the contemplated transaction will be consummated.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding the parties’ intention to negotiate and enter into definitive agreements; the timing, structure, or completion of the contemplated transaction; anticipated consideration, milestone or royalty payments; regulatory plans and timelines (including clinical development and potential FDA submissions and approvals); expected benefits of the contemplated transaction; future product commercialization; and other statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “seeks,” “should,” “will,” “would,” the negative of these terms, and similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation: risks that the parties may be unable to agree on definitive terms or satisfy closing conditions; risks that required approvals (including shareholder, Nasdaq or regulatory approvals) may not be obtained on a timely basis or at all; risks related to the outcome and timing of due diligence; potential changes in the scope, structure, or timing of the contemplated transaction; risks that clinical, regulatory, manufacturing, intellectual property, commercial or other developments (including the results, timing and success of any planned or ongoing studies of ALA-002) may differ from current expectations; the possibility that milestone events may not occur when expected or at all; the possibility that any registration statement may not be declared effective within expected timeframes; risks related to financing, market conditions and the Company’s ability to fund development and commercialization activities; dependence on third parties, including contract manufacturers and licensors; risks related to protecting and enforcing intellectual property rights; competitive developments; and other risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any forward-looking statement speaks only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements.
Additional Disclaimers.
The Term Sheet and this Current Report on Form 8-K do not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No binding obligation of the Company or PharmAla relating to the contemplated transaction shall arise unless and until definitive agreements are executed and delivered by the parties, and then only on the terms and conditions set forth therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release, dated May 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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. | ||
| Date: May 20, 2026 | By: | /s/ Christer Rosén |
| Name: | Christer Rosén | |
| Title: | Chief Executive Officer | |