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The Filing Desk · Monday, August 24, 2026
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Jupiter Neurosciences Has 427,000 Tradeable Shares and 3.1 Million Worth of Undrawn Dilution

A 1-for-75 reverse split compressed the share count but left a Yorkville financing complex capable of expanding the float more than sevenfold from a single instrument.

By ShareStructure Research Desk·

JUPITER NEUROSCIENCES, INC. (NASDAQ: JUNS) carries a dilution risk grade of 9 out of 10 — an extreme rating driven almost entirely by a single variable-rate financing facility that dwarfs the company's tradeable stock.

The biotechnology company executed a 1-for-75 reverse split on August 6, 2026, compressing roughly 56.5 million pre-split shares into approximately 753,600. The estimated public float — shares available for trading after removing insider and locked holdings — sits at around 427,000. That is the denominator. The numerator is what matters.

The Yorkville Complex

JUNS's sole institutional capital source is YA II PN, Ltd., the Cayman Islands–domiciled fund managed by Yorkville Advisors. The relationship centers on a Standby Equity Purchase Agreement, or SEPA — a facility that lets the company sell freshly issued shares to Yorkville on demand, up to a total commitment of $20 million.

Approximately $15.4 million of that commitment remains undrawn. At the current post-split price, that capacity translates to roughly 3.11 million new shares — more than seven times the entire float. Each advance under the SEPA prices at 97% of the lowest daily volume-weighted average price over a three-consecutive-trading-day window, meaning Yorkville pays a 3% discount to the worst print in that span. There is no minimum price floor.

A 4.99% beneficial-ownership cap contractually prevents Yorkville from accumulating a position. Every share it receives must be resold into the open market. The shares are immediately free-trading under an effective resale registration statement filed in December 2025 and supplemented ten times through July 2026.

The pace has been relentless. In the ten weeks between May 14 and July 24, 2026, JUNS issued 11.47 million pre-split shares to Yorkville for approximately $3.6 million gross. That issuance alone accounted for a 55.8% increase in shares outstanding in four months.

Convertible Notes Maturing October 24

About $1.5 million in Yorkville convertible notes remains outstanding, maturing October 24, 2026. Despite a stated conversion price of $112.50 post-split, the notes carry price-protection adjustments and are expected to be repaid in discounted SEPA shares — meaning the conversion effectively reprices to the market. At current levels, settlement would require roughly 303,000 new shares. That is 71% of the estimated float from one instrument. If the price falls, the share count rises mechanically.

A covenant in the notes bars JUNS from obtaining any third-party variable-rate financing, locking the company into Yorkville as its exclusive capital lifeline.

The PharmAla Ratchet

A strategic license signed July 20, 2026 with PharmAla Biotech Holdings obligates JUNS to issue $1,833,333 in stock priced at the 20-day volume-weighted average price. Five business days later, a reset measurement occurs. If the reset VWAP — the recalculated average price — is lower, additional shares must be issued to make PharmAla whole. The ratchet moves in only one direction: more shares if the price drops, never fewer if it rises. A Nasdaq-imposed cap limits total issuance to 19.99% of pre-issuance outstanding — roughly 150,600 post-split shares — unless shareholders approve a higher amount within 180 days.

What the Split Did Not Change

The reverse split reset the per-share price but did not reduce the dollar capacity of the SEPA, did not retire the convertible notes, and did not neutralize the PharmAla ratchet, which explicitly adjusts for corporate actions. Authorized shares stand at 500 million against 753,600 outstanding — a ratio of roughly 663 to 1.

No warrants are outstanding. All pre-IPO warrants were cashless-exercised in mid-2025. Options are deeply out of the money at a weighted-average exercise price of $76.50 post-split. Essentially 100% of the near-term supply risk sits in the Yorkville variable-rate complex and the PharmAla equity consideration, with key dates clustered between now and late October 2026.

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