Correspondence 0001493152-22-034672 from JUPITER NEUROSCIENCES, INC. (JUNS)
JUPITER NEUROSCIENCES, INC.
Date: Dec. 7, 2022 · CIK: 0001679628 · Accession: 0001493152-22-034672
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File numbers found in text: 333-260183
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CORRESP
1
filename1.htm
ANTHONY
L.G., PLLC
laura
aNTHONy, esq
JOHN
CACOMANOLIS, ESQ*
CHAD
FRIEND, ESQ, LLM
SVETLANA
ROVENSKAYA, ESQ**
www.ANTHONYPLLC.com
WWW.SECURITIESLAWBLOG.COM
WWW.LAWCAST.COM
DIRECT
E-MAIL: LANTHONY@ANTHONYPLLC.COM
OF
COUNSEL:
Jack
A. Fattal, esq.***
Jessica
Haggard, esq. ****
MICHAEL
R. GEROE, ESQ, CIPP/US*****
CRAIG
D. LINDER, ESQ******
PETER
P. LINDLEY, ESQ, CPA, MBA
john
lowy, esq.*******
Jonathan
mallin********
STUART
REED, ESQ
Harris
Tulchin, Esq. *********
*licensed
in FL and NY
**licensed
in NY and NJ
***
licensed in NY
****licensed
in Missouri
*****licensed
in CA, DC, MO and NY
******licensed
in CA, FL and NY
*******licensed
in NY and NJ
********licensed
in NY and MI
********licensed
in CA and HI (inactive in HI)
December
7, 2022
VIA
ELECTRONIC EDGAR FILING
Office
of Life Sciences
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Jupiter
Neurosciences, Inc.
Amendment
No. 14 to Registration Statement on Form S-1
Filed
on December 2, 2022
File
No. 333-260183
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 15 (“Amendment
No. 15”) to the above-referenced Registration Statement on Form S-1. Amendment No. 15 is marked to show changes made from Amendment
No. 14 filed on December 2, 2022. We have included a narrative response herein keyed to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s comment
letter to Christer Rosén, Chief Executive Officer of the Company, dated December 6, 2022. We trust you shall deem the contents
of this letter responsive to your comment letter.
Amendment
No. 14 to Registration Statement on Form S-1
Cover
page
1.
Comment:
We note your disclosure that provides an “assumed” initial public offering price and states that the actual number
of shares you will offer will be determined based on the actual public offering price. Please revise to provide a bona fide estimate
of the range of the maximum offering price and the maximum number of securities offered. Additionally, remove your statement that
the actual number of shares will be determined based on the actual public offering price. Refer to Item 501(b)(2) and Instruction
1 to Item 501(b)(3) of Regulation S-K.
Response:
The Company has revised the disclosure in the cover page of the preliminary prospectus of Amendment No. 15 in accordance with
the Staff’s comments above.
If
the Staff has any further comments regarding Amendment No. 15 to the registration statement on Form S-1, or any subsequent amendments
to the Company’s registration statement on Form S-1, please feel free to contact the undersigned.
Anthony
L.G., PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Christie
Wong/U.S. Securities and Exchange Commission
Angela
Connell/U.S. Securities and Exchange Commission
Margaret
Schwartz/U.S. Securities and Exchange Commission
Christine
Westbrook/U.S. Securities and Exchange Commission
Christer
Rosén/Jupiter Neurosciences, Inc.
Craig
D. Linder, Esq./Anthony L.G., PLLC
625
N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ●
FAX
561-514-0832