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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

Date
Dec. 7, 2022
Author
Laura Anthony, Esq.
Form
CORRESP
Company
JUPITER NEUROSCIENCES, INC.

Letter

Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 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

N. FLAGLER DRIVE, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ●

FAX 561-514-0832

Show Raw Text
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