Correspondence 0001493152-24-034904 from JUPITER NEUROSCIENCES, INC. (JUNS)
JUPITER NEUROSCIENCES, INC.
Date: Sept. 3, 2024 · CIK: 0001679628 · Accession: 0001493152-24-034904
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File numbers found in text: 333-260183
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CORRESP
1
filename1.htm
LAURA
ANTHONY, ESQ.
CRAIG
D. LINDER, ESQ.*
JOHN
CACOMANOLIS, ESQ.**
Associates
and OF COUNSEL:
CHAD
FRIEND, ESQ., LLM
MICHAEL
R. GEROE, ESQ., CIPP/US***
JESSICA
HAGGARD, ESQ. ****
christopher
t. hines *****
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.*****
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.******
HARRIS
TULCHIN, ESQ. *******
WWW.ALCLAW.COM
WWW.SECURITIESLAWBLOG.COM
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM
*licensed
in CA, FL and NY
**licensed
in FL and NY
***licensed
in CA, DC, MO and NY
****licensed
in MO
*****licensed
in CA and DC
******licensed
in NY and NJ
*******licensed
in NY and NJ
********licensed
in CA and HI (inactive in HI)
September
3, 2024
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. 18 to Registration Statement on Form S-1
Filed
on July 12, 2024
File
No. 333-260183
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 19 (“Amendment
No. 19”) to the above-referenced Registration Statement on Form S-1. Amendment No. 19 is marked to show changes made from Amendment
No. 18 filed on July 12, 2024. 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 August 7, 2024. We trust you shall deem the contents of this letter responsive
to your comment letter.
Amendment
No. 18 to Registration Statement on Form S-1
Cover
Page
1.
Comment:
We note the incomplete sentence on your Cover Page starting with “[t]here is no assurance that our listing application.”
Please revise and ensure the Prospectus Cover Page states whether your offering is contingent upon final approval of your Nasdaq
listing and that the disclosure is consistent with your underwriting agreement.
Response:
In response to the Staff’s comment, we have revised the Prospectus Cover Page of Amendment No. 19 to disclose that the
offering is contingent upon final approval of our Nasdaq listing which is consistent with our underwriting agreement.
Description
of Business
Preclinical
results leading to encouraging of JOTROL possibly being a treatment for PD, page 110
2.
Comment:
We note your disclosure on page 110 stating that you used a model of PD that “mimics many aspects of the disease”
appears to conflict with your disclosure on the same page stating “the MTPT columns are mice induced to have Parkinson’s
Disease.” Please revise or otherwise advise.
Response:
In response to the Staff’s comment, we have revised the conflicting disclosure in Amendment No. 19.
Executive
Compensation, page 143
3.
Comment:
Please explain why, or revise as necessary, in the table on page 143, there are Option Awards quantified for only two of the six
listed named executive officers (NEOs), when in the accompanying footnotes, it appears that each of the six NEOs was granted options
during 2023. We also note the Stock Option Grants section on page 150 also does not appear consistent with the information presented
in the table on page 143. Finally, regarding the table of Director Compensation on page 156, there are also no Option Awards quantified
therein, when the accompanying footnotes to that table suggest that all four listed directors were granted options during 2023. Please
advise or revise.
Response:
In response to the Staff’s comment, we have revised the inconsistent disclosure in Amendment No. 19.
If
the Staff has any further comments regarding Amendment No. 19 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,
Linder & Cacomanolis, PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Jenn
Do/U.S. Securities and Exchange Commission
Angela
Connell/U.S. Securities and Exchange Commission
Daniel
Crawford/U.S. Securities and Exchange Commission
Suzanne
Hayes/U.S. Securities and Exchange Commission
Christer
Rosén/Jupiter Neurosciences, Inc.
Craig
D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936