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Correspondence 0001493152-24-036248 from JUPITER NEUROSCIENCES, INC. (JUNS)

JUPITER NEUROSCIENCES, INC.
Date: Sept. 13, 2024 · CIK: 0001679628 · Accession: 0001493152-24-036248

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File numbers found in text: 333-260183

Date
Sept. 13, 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. 20 to Registration Statement on Form S-1 Filed on September 4, 2024 File No. 333-260183

Dear Sir or Madam:

We have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 21 (“Amendment No. 21”) to the above-referenced Registration Statement on Form S-1. Amendment No. 21 is marked to show changes made from Amendment No. 20 filed on September 4, 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 September 12, 2024. We trust you shall deem the contents of this letter responsive to your comment letter.

Amendment No. 20 to Registration Statement on Form S-1

Description of Business

Preclinical results leading to encouraging of JOTROL possibly being a treatment for PD, page 110

1. Comment: We note your response to prior comment 2 and reissue. Your disclosure on page 110 continues to to indicate that the mice are induced to have Parkinson’s Disease, as opposed to “almost mirror the parkinsonian symptoms in PD” and that your “MTPT[sic] columns are mice induced to have Parkinson’s Disease.” Please revise as previously requested.

Response: In response to the Staff’s comment, we have revised the conflicting disclosure in Amendment No. 21.

June 30, 2024 Financial Statements

Statements of Operations, page F-28

2. Comment: Please revise the label Net gain (loss) per common share as appropriate, given you present Net income (loss) immediately above. Also, please revise your references to this Net gain (loss) per share of common stock in your significant accounting policy on page F-33.

Response: In response to the Staff’s comment, we have revised the label Net gain (loss) per common share as appropriate and we have revised our references to this Net gain (loss) per share of common stock in our significant accounting policy on page F-33.

If the Staff has any further comments regarding Amendment No. 21 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

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CORRESP
1
filename1.htm

    LAURA
    ANTHONY, ESQ.
    WWW.ALCLAW.COM

    CRAIG
    D. LINDER, ESQ.*
    WWW.SECURITIESLAWBLOG.COM

    JOHN
    CACOMANOLIS, ESQ.**

    Associates
    and OF COUNSEL:

    CHAD
    FRIEND, ESQ., LLM
    DIRECT
    E-MAIL: LANTHONY@ALCLAW.COM

    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. *******

*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
13, 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. 20 to Registration Statement on Form S-1

    Filed
    on September 4, 2024

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 21 (“Amendment
No. 21”) to the above-referenced Registration Statement on Form S-1. Amendment No. 21 is marked to show changes made from Amendment
No. 20 filed on September 4, 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 September 12, 2024. We trust you shall deem the contents
of this letter responsive to your comment letter.

Amendment
No. 20 to Registration Statement on Form S-1

Description
of Business

Preclinical
results leading to encouraging of JOTROL possibly being a treatment for PD, page 110

    1.
    Comment:
    We note your response to prior comment 2 and reissue. Your disclosure on page 110 continues to to indicate that the mice are induced
    to have Parkinson’s Disease, as opposed to “almost mirror the parkinsonian symptoms in PD” and that your “MTPT[sic]
    columns are mice induced to have Parkinson’s Disease.” Please revise as previously requested.

    Response:
    In response to the Staff’s comment, we have revised the conflicting disclosure in Amendment No. 21.

June
30, 2024 Financial Statements

Statements
of Operations, page F-28

    2.
    Comment:
    Please revise the label Net gain (loss) per common share as appropriate, given you present Net income (loss) immediately above.
    Also, please revise your references to this Net gain (loss) per share of common stock in your significant accounting policy on page
    F-33.

    Response:
    In response to the Staff’s comment, we have revised the label Net gain (loss) per common share as appropriate and we have
    revised our references to this Net gain (loss) per share of common stock in our significant accounting policy on page F-33.

If
the Staff has any further comments regarding Amendment No. 21 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