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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

Date
Sept. 3, 2024
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. 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

PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

Show Raw Text
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