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Correspondence 0001493152-23-001541 from JUPITER NEUROSCIENCES, INC. (JUNS)

JUPITER NEUROSCIENCES, INC.
Date: Jan. 17, 2023 · CIK: 0001679628 · Accession: 0001493152-23-001541

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File numbers found in text: 333-260183

Date
Jan. 17, 2023
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. 16 to Registration Statement on Form S-1 Filed on January 6, 2023 File No. 333-260183

Dear Sir or Madam:

We have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 17 (“Amendment No. 17”) to the above-referenced Registration Statement on Form S-1. Amendment No. 17 is marked to show changes made from Amendment No. 16 filed on January 6, 2023. 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 January 13, 2023. We trust you shall deem the contents of this letter responsive to your comment letter.

Amendment No. 16 to Registration Statement on Form S-1

Prospectus Summary

Business Overview, page 6

1. Comment: We note your statement on page 6 that you received notification that your funding application was not recommended for funding, but your application was rated as Excellent on the Overall Score and based on this you will re-submit this application if the opportunity arises. Please revise to state the grounds for denial.

Response: In response to the Staff’s comment, we have revised Amendment No. 17 to state the grounds for denial.

Product Pipeline, page 9

2. Comment: Your pipeline table shows that you are currently conducting Phase II trials for JNS101, the Friederich’s Ataxia study, and JNS108, the Mild Cognitive Impairment (MCI)/Early Alzheimer’s Disease study. However, the chart below the table says you plan to begin the Friederich’s Ataxia Phase II/III study in Q1 of 2024, and that you plan to begin the MCI/Early Alzheimer’s Disease Phase II study in Q4 of 2023. Please revise to shorten the arrows for these two studies as it appears they have not entered Phase II trials yet, or advise.

Response: In response to the Staff’s comment, we have revised the pipeline tables in Amendment No. 17 to shorten the arrows for the Friederich’s Ataxia Phase II/III study and MCI/Early Alzheimer’s Disease Phase II study.

If the Staff has any further comments regarding Amendment No. 17 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

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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:

    Jessica
    Haggard, esq. ***

    MICHAEL
    R. GEROE, ESQ, CIPP/US****

    CRAIG
    D. LINDER, ESQ*****

    PETER
    P. LINDLEY, ESQ, CPA, MBA

    john
    lowy, esq.******

    STUART
    REED, ESQ

    Harris
    Tulchin, Esq. *******

*licensed
in FL and NY

**licensed
in NY and NJ

****licensed
in Missouri

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in NY and NJ

*******licensed
in CA and HI (inactive in HI)

January
17, 2023

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. 16 to Registration Statement on Form S-1

    Filed
    on January 6, 2023

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 17 (“Amendment
No. 17”) to the above-referenced Registration Statement on Form S-1. Amendment No. 17 is marked to show changes made from Amendment
No. 16 filed on January 6, 2023. 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 January 13, 2023. We trust you shall deem the contents of this letter responsive
to your comment letter.

Amendment
No. 16 to Registration Statement on Form S-1

Prospectus
Summary

Business
Overview, page 6

    1.
    Comment:
    We note your statement on page 6 that you received notification that your funding application was not recommended for funding,
    but your application was rated as Excellent on the Overall Score and based on this you will re-submit this application if the opportunity
    arises. Please revise to state the grounds for denial.

    Response:
    In response to the Staff’s comment, we have revised Amendment No. 17 to state the grounds for denial.

Product
Pipeline, page 9

    2.
    Comment: Your
    pipeline table shows that you are currently conducting Phase II trials for JNS101, the Friederich’s Ataxia study, and JNS108,
    the Mild Cognitive Impairment (MCI)/Early Alzheimer’s Disease study. However, the chart below the table says you plan to begin
    the Friederich’s Ataxia Phase II/III study in Q1 of 2024, and that you plan to begin the MCI/Early Alzheimer’s Disease
    Phase II study in Q4 of 2023. Please revise to shorten the arrows for these two studies as it appears they have not entered Phase
    II trials yet, or advise.

    Response: In response
    to the Staff’s comment, we have revised the pipeline tables in Amendment No. 17 to shorten the arrows for the Friederich’s
    Ataxia Phase II/III study and MCI/Early Alzheimer’s Disease Phase II study.

If
the Staff has any further comments regarding Amendment No. 17 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