JUNS 8-K
Jupiter Neurosciences, Inc. (JUNS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 28, 2026, the Board of Directors of Jupiter Neurosciences, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws, effective upon adoption by the Board of Directors, to the quorum requirement to provide that holders of one-third (1/3) of the voting power, present, in person or represented by proxy, shall constitute a quorum at a meeting of stockholders (the “Amendment”).
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 3.1 and is incorporated in its entirety herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws | |
| 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: September 3, 2026 | By: | /s/ Christer Rosen |
| Name: | Christer Rosen | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Jupiter Neurosciences, Inc.
Amendment No. 1 to Amended and Restated Bylaws
Section 2.7 of the Amended and Restated Bylaws is hereby amended to read in its entirety as follows:
2.7. Quorum of Stockholders; Adjournment; Postponement. The holders of one-third (1/3) of the voting power, present, in person or represented by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of any business at such meeting, except where otherwise provided by any provision of the DGCL. When a quorum is once present to organize a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders. The Chairman, or the holders of a majority of the shares of stock present in person or represented by proxy at any meeting of stockholders, including an adjournment meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. Any previously scheduled meeting of stockholders may be postponed, and any previously scheduled special meeting of Stockholders may be canceled, by the Board upon public notice given prior to the time previously scheduled for such meeting of stockholders.
Effective: August 28, 2026