The lock-up on these shares expires around mid-December 2026. Monitor for any Form 4 filings by PharmAla or a prospectus supplement indicating an underwritten block trade, which could signal imminent selling. The delisting appeal hearing with Nasdaq is a more material near-term catalyst.
Price Chart
Executive Summary
Jupiter Neurosciences filed an S-3 registration statement to register 132,867 shares of common stock for resale by PharmAla Biotech Holdings Inc., which were issued as partial consideration for an exclusive license to develop and commercialize ALA-002 in the U.S. The company will not receive any proceeds from the resale. The filing is a routine contractual obligation under the license agreement and does not represent a new capital raise, but it adds potential overhang from a 10.1% holder who can now sell into the market.
Key Facts
- S-3 registers 132,867 shares for resale by PharmAla, representing 10.1% of outstanding shares (based on 1,318,521 shares outstanding as of Sep 21, 2026).
- Shares were issued on Aug 20, 2026 as part of a $1,833,333 equity consideration under the PharmAla License Agreement.
- Company receives no proceeds from the resale; PharmAla may sell at any time after effectiveness.
- Shares are subject to a 120-day lock-up from Aug 20, 2026, expiring around Dec 18, 2026.
- Company faces Nasdaq delisting risk (MVLS non-compliance) and has a going concern opinion from its auditor.
- Last reported stock price on Sep 18, 2026 was $2.86 per share.
- The maximum aggregate offering price for the registered shares is $399,929.67 (based on $3.01 per share average of high/low on Sep 17, 2026).
Financial Impact
Potential selling pressure from up to 132,867 shares (10.1% of outstanding) at ~$2.86/share = ~$380k market value. No proceeds to company.
Risk Factors
- Potential overhang from PharmAla's ability to sell 10.1% of shares into a thin market.
- Nasdaq delisting risk remains unresolved; failure to regain MVLS compliance could force OTC trading.
- Going concern qualification indicates cash runway may be insufficient for 12 months without additional financing.
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001493152-26-044210 |
| Exhibit: ex107.htm | 0001493152-26-044210 |
| Exhibit: ex5-1.htm | 0001493152-26-044210 |
| Exhibit: ex23-1.htm | 0001493152-26-044210 |
| Exhibit: ex23-2.htm | 0001493152-26-044210 |
| Document: 0001493152-26-044210-index-headers.html | 0001493152-26-044210 |
| Document: 0001493152-26-044210-index.html | 0001493152-26-044210 |
| Document: 0001493152-26-044210.txt | 0001493152-26-044210 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | SC 13G/A | $2.88 | awaiting T+5 | — | $2.98 (+3.47%) |
Sep 24, 2026 4w ago | S-3 | $2.67 $2.55 | ▲ +4.49% | ▲ +4.27% | $2.98 (−11.61%) |
Sep 22, 2026 4w ago | SC 13G | $2.98 $2.58 | ▼ −13.42% | ▼ −12.24% | $2.98 (+0.00%) |
Aug 28, 2026 8w ago | 8-K | $3.54 $3.08 | ▲ +12.99% | ▲ +12.85% | $2.98 (+15.82%) |
Aug 27, 2026 8w ago | 8-K | $4.89 $3.26 | ▲ +33.33% | ▲ +33.60% | $2.98 (+39.06%) |
Aug 24, 2026 9w ago | 8-K | $5.17 $3.35 | ▲ +35.20% | ▲ +34.66% | $2.98 (+42.36%) |
Aug 24, 2026 9w ago | 8-K | $5.66 $3.54 | ▲ +37.46% | ▲ +37.92% | $2.98 (+47.35%) |
Aug 24, 2026 9w ago | 424B5 | $5.66 $3.54 | ▲ +37.46% | ▲ +37.92% | $2.98 (+47.35%) |
Jul 27, 2026 13w ago | 8-K | $0.1135 $0.1000 | ▲ +11.89% | ▲ +14.41% | $2.98 (−2525.55%) |
Jul 21, 2026 13w ago | Press Release | $0.1697 $0.1097 | ▼ −35.36% | ▼ −34.36% | $2.98 (+1656.04%) |
US Market Status
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