SecProbe.io

CORRESP
 1
 filename1.htm

 Jupiter
Neurosciences, Inc.

 1001
North US Hwy 1, Suite 504

 Jupiter,
Florida 33477

 April
22, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Doris Stacey Gama

 Re:
 Jupiter
 Neurosciences, Inc.

 Registration
 Statement on Form S-3

 Filed
 April 16, 2026

 File
 No. 333-295085 (the "Registration Statement")

 Acceleration
 Request

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. (the "Registrant")
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration
Statement to April 24, 2026, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

 The
cooperation of the staff in meeting the timetable described above is very much appreciated.

 Please
contact Jeffrey D. Cohan of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6710 with any
questions regarding this request.

 Very
 truly yours,

 Jupiter
 Neurosciences, Inc.

 /s/
 Christer Rosén

 Christer
 Rosén

 Chairman
 of the Board and Chief Executive Officer

 cc:
 Mintz,
 Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 Jeffrey
 D. Cohan, Esq.

 Jeffrey
 P. Schultz, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2026

Christer Ros n
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477

 Re: Jupiter Neurosciences, Inc.
 Registration Statement on Form S-3
 Filed April 16, 2026
 File No. 333-295085
Dear Christer Ros n:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeffrey Schultz, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Jupiter
Neurosciences, Inc.

 1001
North US HWY 1, Suite 504

 Jupiter,
Florida 33477

 December
9, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
DC 20549

 Re:

 Jupiter
 Neurosciences, Inc.

 Registration
 Statement on Form S-1 (File No. 333-291832)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933 and on behalf of Jupiter Neurosciences, Inc. (the "Company"), the undersigned
hereby requests that the Company's Registration Statement on Form S-1 (File No. 333-291832) filed with the U.S. Securities and
Exchange Commission on November 26, 2025 (the "Registration Statement"), be accelerated so that the Registration Statement
will become effective on December 11, 2025, at 5:30 p.m., Eastern Standard Time, or as soon as practicable thereafter.

 Please
contact Katherine E. Geddes (kgeddes@reedsmith.com/telephone: (469) 680-4200) of Reed Smith LLP with any questions and please notify
her when this request for acceleration has been granted.

 Very
 truly yours,

 JUPITER
 NEUROSCIENCES, INC.

 By:
 /s/
 Saleem Elmasri

 Saleem
 Elmasri

 Chief
 Financial Officer and Secretary

 cc:

 Katherine
E. Geddes, Esq., Reed Smith LLP

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

November
7, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Daniel
    Crawford

    Suzanne
    Hayes

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Dear
Mr. Crawford and Ms. Hayes:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Jupiter Neurosciences, Inc. (the “Company”)
respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement
on Form S-1 (the “Registration Statement”) and declare such Registration Statement effective at 5:00 p.m., Eastern Time,
on Friday, November 8, 2024, or as soon thereafter as practicable.

Under
separate cover, you will receive today a letter from the representative of the underwriters of the proposed offering joining in the
Company’s request for acceleration of the effectiveness of the Registration Statement.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Craig D. Linder, Esq. of Anthony,
Linder & Cacomanolis, PLLC at (561) 514-0936.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

cc:
Craig D. Linder, Esq.

CORRESP
1
filename1.htm

DOMINARI SECURITIES LLC

725 Fifth Avenue, 23rd Floor

New York, NY 10022

November
7, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Daniel
    Crawford

    Suzanne
    Hayes

    Re:
    Jupiter
    Neurosciences, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183 (the “Registration Statement”)

Dear
Mr. Crawford and Ms. Hayes:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the “Act”),
we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 5:00 p.m., Eastern Time, on Friday, November 8, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated September 13, 2024 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the Preliminary Prospectus.

The
undersigned, as the representative of the several underwriters, represents that the several underwriters have and will
comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Please
contact Cavas Pavri, Esq. of ArentFox Schiff LLP, counsel of the representative of the underwriters, at (202) 724-6847 to provide
notice of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

[Signature
page follows]

    Very
    truly yours,

    As
    representative of the underwriters

    DOMINARI
    SECURITIES LLC

    By:
    /s/
    Eric Newman

    Name:
    Eric
    Newman

    Title:

    Executive
    Vice President

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

September 12, 2024
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 20 to Registration Statement on Form S-1
Filed September 4, 2024
File No. 333-260183
Dear Christer Rosén:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 7, 2024 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.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.

September 12, 2024
Page 2
June 30, 2024 Financial Statements
Statements of Operations, page F-28
2.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.
            Please contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Craig D. Linder, Esq.

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
4, 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. 20 (“Amendment
No. 20”) to the above-referenced Registration Statement on Form S-1. Amendment No. 20 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. 20 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. 20.

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. 20.

If
the Staff has any further comments regarding Amendment No. 20 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

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

August 7, 2024
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 18 to Registration Statement on Form S-1
Filed July 12, 2024
File No. 333-260183
Dear Christer Rosén:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 13, 2023 letter.
Amendment No. 18 to Registration Statement on Form S-1
Cover Page
1.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.

August 7, 2024
Page 2
Description of Business
Preclinical results leading to encouraging of JOTROL possibly being a treatment for PD, page
110
2.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.
Executive Compensation, page 143
3.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.
            Please contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you have
questions regarding comments on the financial statements and related matters. Please contact
Daniel Crawford at 202-551-7767 or Suzanne Hayes at 202-551-3675 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Craig D. Linder, Esq.

United States securities and exchange commission logo
February 2, 2024
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 17 to Registration Statement on Form S-1
Filed January 17, 2023
File No. 333-260183
Dear Christer Rosén:
            It has been more than nine months since you last amended this registration statement and
it is now out of date. Within 30 days from the date of this letter, you should either:
•amend it to comply with the applicable requirements of the Securities Act of 1933, the rules
and regulations under the Act, and the requirements of the form; or
•file a request for withdrawal.
            If you requested confidential treatment for portions of any exhibits to your registration
statement and you request withdrawal of that registration statement, please submit a concurrent
request for withdrawal of your application for confidential treatment.
            If you do not amend the registration statement or file a request for withdrawal (or provide
us with a satisfactory explanation of why you have not done either) within 30 days, we may enter
an order declaring the registration statement abandoned under rule 479 of the Act.
            Please contact Margaret Sawicki at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 February 2, 2024 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
February 2, 2024
Page 2
Office of Life Sciences

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

February
15, 2023

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 9, 2023, in which we, as representative of the underwriters of the
proposed offering, requested the acceleration of the effective date of the above-captioned Registration Statement for February 13, 2023
at 4:00 p.m. Eastern Time, in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission
under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this
time and we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request
acceleration of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Robert L. Malin

    Name:

    Robert L. Malin

    Title:
    Managing Director

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
15, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences,
    Inc.

    Registration Statement
    on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 9, 2023, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement for February 13, 2023, at 4:00 p.m. Eastern Time, in accordance with Rule 461 of the
Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and
we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

*
* * *

Very
Truly Yours,

    Jupiter Neurosciences, Inc.

    /s/ Christer
    Rosén

    Christer Rosén

    Chief Executive Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

February
9, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences, Inc.

    Registration Statement on Form S-1

    CIK No. 0001679628

    SEC Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of the proposed offering, hereby joins the request of Jupiter Neurosciences, Inc. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:00 p.m. Eastern Time on Monday, February 13, 2023, or as soon as practicable
thereafter.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason
    Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
9, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences,
    Inc.

    Registration Statement
    on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern
Time on Monday, February 13, 2023, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer Rosén

    Chief Executive Officer

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

United States securities and exchange commission logo
January 13, 2023
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 16 to Registration Statement on Form S-1
Filed January 6, 2023
File No. 333-260183
Dear Christer Rosén:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 16 to Registration Statement on Form S-1, Filed January 6, 2023
Prospectus Summary
Business Overview, page 6
1.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.
Product Pipeline, page 9
2.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

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 January 13, 2023 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
January 13, 2023
Page 2
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.
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

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

United States securities and exchange commission logo
December 6, 2022
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 14 to Registration Statement on Form S-1
Filed on December 2, 2022
File No. 333-260183
Dear Christer Rosén:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 14 to Registration Statement on Form S-1
Cover page
1.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.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 December 6, 2022 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
December 6, 2022
Page 2
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
20, 2022

Via
EDGAR Submission

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 16, 2022, in which we, as representative of the underwriters of
the proposed offering, requested the acceleration of the effective date of the above-captioned Registration Statement for September 20,
2022 at 4:00 p.m. Eastern Time, in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared
to request acceleration of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Jason Diamond

    Name:

    Jason
    Diamond

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

September
20, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 16, 2022, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement for September 20, 2022, at 4:00 p.m. Eastern Time, in accordance with Rule 461 of
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request
acceleration of the effective date of the above-captioned Registration Statement.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
16, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences, Inc.

    Registration Statement on Form S-1

    CIK No. 0001679628

    SEC Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of the proposed offering, hereby joins the request of Jupiter Neurosciences, Inc. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:00 p.m. Eastern Time on Tuesday, September 20, 2022, or as soon as practicable
thereafter.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason
    Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

September
16, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern
Time on Tuesday, September 20, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
13, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 12, 2022, in which we, as representative of the underwriters of
the proposed offering, requested the acceleration of the effective date of the above-captioned Registration Statement for September 14,
2022 at 4:00 p.m. Eastern Time, in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective
at this time and we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared
to request acceleration of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason
    Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

September
13, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences,
    Inc.

    Registration Statement
    on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 12, 2022, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement for September 14, 2022, at 4:00 p.m. Eastern Time, in accordance with Rule 461 of
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request
acceleration of the effective date of the above-captioned Registration Statement.

*
* * *

Very
Truly Yours,

    Jupiter Neurosciences, Inc.

    /s/ Christer
    Rosén

    Christer Rosén

    Chief Executive Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
12, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the
underwriters of the proposed offering, hereby joins the request of Jupiter Neurosciences, Inc. that the effective date of the above-referenced
Registration Statement on Form S-1 be declared effective at 4:00 p.m. Eastern Time on Wednesday, September 14, 2022, or
as soon as practicable thereafter.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:

    /s/
    Jason Diamond

    Name:

    Jason
    Diamond

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

September
12, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences,
    Inc.

    Registration Statement
    on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern
Time on Wednesday, September 14, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer Rosén

    Chief Executive Officer

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)

August
26, 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. 12 to Registration Statement on Form S-1

    Filed
    on August 16, 2022

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 13 (“Amendment
No. 13”) to the above-referenced Registration Statement on Form S-1. Amendment No. 13 is marked to show changes made from Amendment
No. 12 filed on August 16, 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 August 25, 2022. We trust you shall deem the contents of this letter responsive
to your comment letter.

Amendment
No. 12 to Registration Statement on Form S-1, Filed August 16, 2022

Prospectus
Summary, page 6

    1.
    Comment:
    Please clarify how the NIA’s response of “Not Discussed” differs from a denial. For example, clarify if their
    response means that the merits of your grant application will be considered at a later time. In this regard we note your statement
    that you are waiting to get a consultation meeting scheduled with the NIA to find out if another application is needed.

    Response:
    The Company acknowledges the Staff’s comment. “Not Discussed” means that the grant application was never even
    considered rather than denied. Notwithstanding, the practical effect is the same as the Company will not receive the award based
    on the current application. The Company has revised Amendment No. 13 to update the language to read as follows: “The review
    of this grant application was in July 2022 and was reported “Not Discussed” which means that we will not receive the
    award based on this application. We followed up with a consultation meeting with the NIA who suggested that we immediately send in
    a new application on or before October 5, 2022. The new application can be awarded earliest in June 2023.”

    2.
    Comment:
    We note your reference on page 6 to “recent publications regarding JOTROL in the Journal of Alzheimer’s Disease and
    AAPS Open that intend to demonstrate the bioavailability profile and safety profile in a resveratrol product in China.” Please
    revise to remove the implication that JOTROL is safe as this determination is solely within the authority of the U.S. Food and Drug
    Administration and comparable regulatory bodies.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 13 to remove the implication that JOTROL is safe
    as this determination is solely within the authority of the U.S. Food and Drug Administration and comparable regulatory bodies.

    3.
    Comment:
    Please revise, here and in the Use of Proceeds section, your list of specified uses to specifically state that you will be entering
    an agreement with respect to strategic services in Asia and that $4 million in proceeds will be allocated to paying consideration
    under that agreement. Please also revise to state the amount of proceeds that will be spent for the purposes listed in items (i)
    through (iv) on page 14.

    Response:
    In response to the Staff’s comment, the Company has revised the list of specified uses in the Prospectus Summary section
    and Use of Proceeds section of Amendment No. 13 to specifically state that the Company will be entering an agreement with respect
    to strategic services in Asia and that $4 million in proceeds will be allocated to paying consideration under that agreement. In
    addition, in response to the Staff’s comment, the Company has revised the Prospectus Summary section of Amendment No. 13 to
    state the amount of proceeds that will be spent for the purposes listed in items (i) through (v) on page 14.

Risk
Factors

Risks
Related to the Discovery, Development and Commercialization of Our Product Candidate We are planning on entering into a Strategic Service
Agreement with an Asian entity immediately following the completion of the public offer, page 30

    4.
    Comment:
    Please revise to state the name of the Strategic Services Partner.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 13 to state the name of the Strategic Services
    Partner.

Description
of Business

Recent
Developments, page 119

    5.
    Comment:
    We note your discussion of a Research Agreement with the University of Miami on page119. Please revise to state who owns the intellectual
    property generated from this research, the duration of the agreement and the termination provisions. File such agreement pursuant
    to Item 601(b)(10) of Regulation S-K to the extent material.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 13 to state who owns the intellectual property
    generated from this research, the duration of the agreement and the termination provisions. In addition, the Company filed the Research
    Agreement with the University Miami as Exhibit 10.30 to Amendment No. 13.

    6.
    Comment:
    We note your statement on page 119 that you plan on entering into a Strategic Service Agreement immediately following the completion
    of the public offering to advance the business objectives of the Company in Southeast Asia. Please revise to clarify here and on
    page 129 that the Strategic Service Agreement covers China and to state what happens if you do not receive gross proceeds from a
    qualified offering, IPO, private placement or other financing of no less than $15 million.

    Response:
    In response to the Staff’s comment, the Company has revised pages 119 and 129 of Amendment No. 13 to (i) clarify that the
    Strategic Service Agreement covers China and (ii) state that if the Company does not receive gross proceeds from a qualified offering,
    initial public offering, private placement or other financing of no less than $15 million, the Company does not intend to enter into
    the Strategic Services Agreement with Handerland Development Investment Holdings Limited.

If
the Staff has any further comments regarding Amendment No. 13 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

United States securities and exchange commission logo
August 25, 2022
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 12 to Registration Statement on Form S-1
Filed on August 16, 2022
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 12 to Registration Statement on Form S-1, Filed August 16, 2022
Prospectus Summary, page 6
1.Please clarify how the NIA’s response of “Not Discussed” differs from a denial. For
example, clarify if their response means that the merits of your grant application will be
considered at a later time. In this regard we note your statement that you are waiting to get
a consultation meeting scheduled with the NIA to find out if another application is needed.
2.We note your reference on page 6 to "recent publications regarding JOTROL in the
Journal of Alzheimer’s Disease and AAPS Open that intend to demonstrate the
bioavailability profile and safety profile in a resveratrol product in China." Please revise to
remove the implication that JOTROL is safe as this determination is solely within the
authority of the U.S. Food and Drug Administration and comparable regulatory bodies.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 August 25, 2022 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
August 25, 2022
Page 2
3.Please revise, here and in the Use of Proceeds section, your list of specified uses to
specifically state that you will be entering an agreement with respect to strategic services
in Asia and that $4 million in proceeds will be allocated to paying consideration under that
agreement. Please also revise to state the amount of proceeds that will be spent for the
purposes listed in items (i) through (iv) on page 14.
Risk Factors
Risks Related to the Discovery, Development and Commercialization of Our Product Candidate
We are planning on entering into a Strategic Service Agreement with an Asian entity
immediately following the completion of the public offer, page 30
4.Please revise to state the name of the Strategic Services Partner.
Description of Business
Recent Developments, page 119
5.We note your discussion of a Research Agreement with the University of Miami on page
119. Please revise to state who owns the intellectual property generated from this research,
the duration of the agreement and the termination provisions. File such agreement
pursuant to Item 601(b)(10) of Regulation S-K to the extent material.
6.We note your statement on page 119 that you plan on entering into a Strategic Service
Agreement immediately following the completion of the public offering to advance the
business objectives of the Company in Southeast Asia.  Please revise to clarify here and
on page 129 that the Strategic Service Agreement covers China and to state what happens
if you do not receive gross proceeds from a qualified offering, IPO, private placement or
other financing of no less than $15 million.
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

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.*******

    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 CA and HI (inactive in HI)

May
5, 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. 9 to Registration Statement on Form S-1

    Filed
    on May 4, 2022

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 10 (“Amendment
No. 10”) to the above-referenced Registration Statement on Form S-1. Amendment No. 10 is marked to show changes made from Amendment
No. 9 filed on May 4, 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 May 4, 2022. We trust you shall deem the contents of this letter responsive
to your comment letter.

Amendment
No. 9 to Form S-1 filed on May 4, 2022

Description
of Business

Protocol
for Phase IIB Mild Cognitive Impairment/early Alzheimer’s Disease trial and details that are included....

Specific
Study Aims, page 111

    1.
    Comment:
    We refer to comment 2 in our letter dated October 28, 2021, which we reissue in part. Please revise the following statements that
    imply that your product candidate is effective as such determination is solely within the authority of the FDA and comparable foreign
    regulators:

  ●     “In preclinical models, resveratrol (RSV) reverses
cognitive impairment, decreases neuronal cell death, and reduces Alzheimer’s disease (AD) and neuroinflammation biomarkers.”

  ●     “Based on
our previous research demonstrating the significant benefits of unformulated RSV for AD, we expect that our novel JOTROL formulation,
which increases the bioavailability of RSV while reducing the total dosage, will demonstrate therapeutic advantages for chronic use to
slow or halt progression of MCI/early AD, while simultaneously reducing the adverse effects seen with unformulated RSV.”

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 10 to remove the aforementioned statements that
    imply that the Company’s product candidate is effective.

If
the Staff has any further comments regarding Amendment No. 10 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

United States securities and exchange commission logo
May 4, 2022
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 9 to Registration Statement on Form S-1
Filed on May 4, 2022
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 9 to Form S-1 filed on May 4, 2022
Description of Business
Protocol for Phase IIB Mild Cognitive Impairment/early Alzheimer's Disease trial and details
that are included....
Specific Study Aims, page 111
1.We refer to comment 2 in our letter dated October 28, 2021, which we reissue in part.
Please revise the following statements that imply that your product candidate is effective
as such determination is solely within the authority of the FDA and comparable foreign
regulators:
• "In preclinical models, resveratrol (RSV) reverses cognitive impairment, decreases
neuronal cell death, and reduces Alzheimer’s disease (AD) and neuroinflammation
biomarkers."

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 May 4, 2022 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
May 4, 2022
Page 2
•"Based on our previous research demonstrating the significant benefits of
unformulated RSV for AD, we expect that our novel JOTROL formulation, which
increases the bioavailability of RSV while reducing the total dosage, will demonstrate
therapeutic advantages for chronic use to slow or halt progression of MCI/early AD,
while simultaneously reducing the adverse effects seen with unformulated RSV."
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook  at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

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.*******

    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 CA and HI (inactive in HI)

May
4, 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. 8 to Registration Statement on Form S-1

    Filed
    on April 26, 2022

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 9 (“Amendment
No. 9”) to the above-referenced Registration Statement on Form S-1. Amendment No. 9 is marked to show changes made from Amendment
No. 8 filed on April 26, 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 May 3, 2022. We trust you shall deem the contents of this letter responsive
to your comment letter.

Amendment
No. 8 to Registration Statement on Form S-1, Filed April 26, 2022

Prospectus
Summary

Business
Overview, page 6

    1.
    Comment:
    With respect to your NIA grant application, we note that you “received a non-fundable score for this application with comments
    from 3 reviewers which gave clear direction over what they felt was missing.” Please revise to disclose the comments received.
    Please also briefly discuss the design of the larger Phase II study.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 9 to disclose the comments received from the
    3 reviewers and discuss the design of the larger Phase II study.

Description
of Business

Senior
Secured Convertible Note, page 99

    2.
    Comment:
    On page 99 you state that the conversion of the Senior Secured Convertible Note principal and interest is subject to the beneficial
    ownership limitations set forth in the Note. Please revise to briefly state the beneficial ownership limitations set forth in the
    Note. Please also briefly discuss the piggyback registration rights, including the duration of such rights.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 9 to state the beneficial ownership limitations
    set forth in the Note and discuss the piggyback registration rights, including the duration of such rights.

If
the Staff has any further comments regarding Amendment No. 9 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

United States securities and exchange commission logo
May 3, 2022
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed on April 26, 2022
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 8 to Registration Statement on Form S-1, Filed April 26, 2022
Prospectus Summary
Business Overview, page 6
1.With respect to your NIA grant application, we note that you “received a non-fundable
score for this application with comments from 3 reviewers which gave clear direction over
what they felt was missing.” Please revise to disclose the comments received. Please also
briefly discuss the design of the larger Phase II study.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 May 3, 2022 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
May 3, 2022
Page 2
Description of Business
Senior Secured Convertible Note, page 99
2.On page 99 you state that the conversion of the Senior Secured Convertible Note principal
and interest is subject to the beneficial ownership limitations set forth in the Note. Please
revise to briefly state the beneficial ownership limitations set forth in the Note. Please also
briefly discuss the piggyback registration rights, including the duration of such rights.
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

CORRESP
1
filename1.htm

February
14, 2022

    Via
    EDGAR Submission

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 10, 2022, in which we, as the Co-Managing Underwriters, requested
the acceleration of the effective date of the above-captioned Registration Statement for February 14, 2022 at 4:30 p.m. Eastern Time,
in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Roth
    Capital Partners, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
14, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter Neurosciences,
    Inc.

    Registration Statement
    on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 10, 2022, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement for February 14, 2022, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the
Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and
we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

*
* * *

Very
Truly Yours,

    Jupiter Neurosciences, Inc.

    /s/ Christer Rosén

    Christer Rosén

    Chief Executive Officer

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
10, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at
4:30 p.m. Eastern Time on Monday, February 14, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
10, 2022

Via EDGAR Submission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as underwriters of the
proposed offering, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement on
Form S-1 be declared effective at 4:30 PM Eastern Time on Monday, February 14, 2022, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that between January 2,
2022 and the date hereof, approximately 604 copies of the preliminary prospectus dated January 2, 2022 were distributed to institutions,
300 copies were distributed to retail accounts, and 4 copies were distributed to underwriters and dealers.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Roth
    Capital Partners, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
10, 2022

    Via
    EDGAR Submission

    United
    States Securities and Exchange Commission

    Division
    of Corporation Finance

    Office
    of Life Sciences

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 8, 2022, in which we, as the Co-Managing Underwriters, requested
the acceleration of the effective date of the above-captioned Registration Statement for February 10, 2022 at 4:30 p.m. Eastern Time,
in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Roth
    Capital Partners, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
10, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 8, 2022, in which we requested the acceleration of the effective
date of the above-captioned Registration Statement for February 10, 2022, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the
Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and
we hereby formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
8, 2022

    Via
    EDGAR Submission

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc. (the “Company”)

    Registration Statement on Form S-1

    CIK No. 0001679628

    SEC Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as underwriters of the proposed offering, hereby
joins the request of the Company that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective
at 4:30 PM Eastern Time on Thursday, February 10, 2022, or as soon as practicable thereafter.

In connection with this acceleration
request and pursuant to Rule 460 under the Securities Act, please be advised that between January 2, 2022 and the date hereof, approximately
604 copies of the preliminary prospectus dated January 2, 2022 were distributed to institutions, 300 copies were distributed to retail
accounts, and 4 copies were distributed to underwriters and dealers.

The undersigned advise that the
underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Thank you for your assistance
with this matter.

(balance
of the page intentionally left blank)

    Very truly yours,

    Roth Capital Partners, LLC

    By:
    /s/ Aaron
    M. Gurewitz

    Name:
    Aaron M. Gurewitz

    Title:
    Head of Equity Capital Markets

    Dawson James Securities, Inc.

    By:
    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert D. Keyser, Jr.

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
8, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at
4:30 p.m. Eastern Time on Thursday, February 10, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
8, 2022

    Via
    EDGAR Submission

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on February 3, 2022, in which we, as the Co-Managing Underwriters, requested
the acceleration of the effective date of the above-captioned Registration Statement for February 7, 2022 at 4:30 p.m. Eastern Time,
in accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Roth
    Capital Partners, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Jupiter Neurosciences,
Inc.

1001 North US HWY 1,
Suite 504

Jupiter, Florida 33477

February 8, 2022

VIA EDGAR

U.S. Securities &
Exchange Commission

Division of Corporation
Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Jupiter Neurosciences, Inc.

    Registration Statement on Form S-1

    CIK No. 0001679628

    File No. 333-260183

Ladies and Gentlemen:

Reference is made to
our letter filed as correspondence via EDGAR on February 3, 2022, in which we requested the acceleration of the effective date of the
above-captioned Registration Statement for February 7, 2022, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date. We will notify you once we are prepared to request acceleration
of the effective date of the above-captioned Registration Statement.

* * * *

Very Truly Yours,

    Jupiter Neurosciences, Inc.

    /s/ Christer Rosén

    Christer Rosén

    Chief Executive Officer

CORRESP
1
filename1.htm

February
3, 2022

    Via
    EDGAR Submission

    United
    States Securities and Exchange Commission

    Division of Corporation Finance

    Office of Life Sciences

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc. (the “Company”)

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    SEC
    Registration No. 333-260183

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as underwriters of the
proposed offering, hereby joins the request of the Company that the effective date of the above-referenced Registration Statement on
Form S-1 be declared effective at 4:30 PM Eastern Time on Monday, February 7, 2022, or as soon as practicable thereafter.

In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, please be advised that between January 2,
2022 and the date hereof, approximately 604 copies of the preliminary prospectus dated January 2, 2022 were distributed to institutions,
300 copies were distributed to retail accounts, and 4 copies were distributed to underwriters and dealers.

The
undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act
of 1934, as amended.

Thank
you for your assistance with this matter.

(balance
of the page intentionally left blank)

    Very
    truly yours,

    Roth
    Capital Partners, LLC

    By:

    /s/
    Aaron M. Gurewitz

    Name:
    Aaron
    M. Gurewitz

    Title:
    Head
    of Equity Capital Markets

    Dawson
    James Securities, Inc.

    By:

    /s/
    Robert D. Keyser, Jr.

    Name:
    Robert
    D. Keyser, Jr.

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

Jupiter
Neurosciences, Inc.

1001
North US HWY 1, Suite 504

Jupiter,
Florida 33477

February
3, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Jupiter
    Neurosciences, Inc.

    Registration
    Statement on Form S-1

    CIK
    No. 0001679628

    File
    No. 333-260183

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Jupiter Neurosciences, Inc. (the “Company”) hereby respectfully
requests that the effective date of the above-captioned Registration Statement be accelerated so that it will be declared effective at
4:30 p.m. Eastern Time on Monday, February 7, 2022, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Jupiter
    Neurosciences, Inc.

    /s/
    Christer Rosén

    Christer
    Rosén

    Chief
    Executive Officer

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.*******

    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 CA and HI (inactive in HI)

February
2, 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. 5 to Registration Statement on Form S-1

    Filed
    on January 26, 2022

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 6 (“Amendment
No. 6”) to the above-referenced Registration Statement on Form S-1. Amendment No. 6 is marked to show changes made from Amendment
No. 5 filed on January 26, 2022 (“Amendment No. 5”). 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 31, 2022. We trust
you shall deem the contents of this letter responsive to your comment letter.

Amendment
No. 5 to Registration Statement on Form S-1, Filed January 26, 2022

Cover
Page

    1.
    Comment:
    We note your revised disclosure that you are offering an aggregate of 2.2 million units and have granted the underwriters an option
    to purchase up to an additional 330,000 shares of common stock and/or warrants to purchase 330,000 shares of common stock. Your footnotes
    to the fee table indicate that you are calculating your registration fee based on Rule 457(o). However, based on your revised disclosure
    that you anticipate your offering price could be up to $8.00 per share, it does not appear you have calculated the registration fee
    based on the maximum aggregate offering price. Please revise your fee table, and the opinion filed as Exhibit 5.1, accordingly.

    Response:
    The Company acknowledges the Staff’s comment. However, as discussed with the Staff, the Company has used the proper maximum
    aggregate offering price in Amendment No. 5 to calculate the registration fee. As explained to the Staff, the number of shares (volume)
    will be reduced with any increase in the offering price so that the proposed maximum aggregate offering price will not exceed that
    provided in the fee table. Therefore, this comment is not applicable.

Consolidated
Financial Statements, page F-3

    2.
    Comment:
    Please reflect the reverse stock split in your consolidated financial statements retroactively as required by SAB Topic 4.C.

    Response:
    In response to the Staff’s comment, the Company has made revisions in Amendment No. 6 to reflect the reverse stock split
    in the Company’s consolidated financial statements retroactively as required by SAB Topic 4.C.

If
the Staff has any further comments regarding Amendment No. 6 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

United States securities and exchange commission logo
January 31, 2022
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed on January 26, 2022
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 5 to Registration Statement on Form S-1, Filed January 26, 2022
Cover Page
1.We note your revised disclosure that you are offering an aggregate of 2.2 million units
and have granted the underwriters an option to purchase up to an additional 330,000
shares of common stock and/or warrants to purchase 330,000 shares of common
stock. Your footnotes to the fee table indicate that you are calculating your registration fee
based on Rule 457(o). However, based on your revised disclosure that you anticipate your
offering price could be up to $8.00 per share, it does not appear you have calculated the
registration fee based on the maximum aggregate offering price. Please revise your fee
table, and the opinion filed as Exhibit 5.1, accordingly.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 January 31, 2022 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
January 31, 2022
Page 2
Consolidated Financial Statements, page F-3
2.Please reflect the reverse stock split in your consolidated financial statements retroactively
as required by SAB Topic 4.C.
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

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.*******

    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 CA and HI (inactive in HI)

December
23, 2021

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. 2 to Registration Statement on Form S-1

    Filed
    on December 17, 2021

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 3 (“Amendment
No. 3”) to the above-referenced Registration Statement on Form S-1. Amendment No. 3 is marked to show changes made from Amendment
No. 2 filed on December 17, 2021. 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 22, 2021. We trust you shall deem the contents
of this letter responsive to your comment letter.

Amendment
No. 2 to Form S-1 filed on December 17, 2021

Interim
Condensed Financial Statements as of and for the Nine Months Ended September 30, 2021

Condensed
Notes to Financial Statements Note 9- Subsequent Events, page F-38

    1.
    Comment:
    You disclose on page 95 that you entered into a Debt Forgiveness and Exchange Agreement with Aquanova in December 2021. Please
    disclose the details of such agreement in your subsequent events footnote.

    Response:
    In response to the Staff’s comment, the Company has revised the subsequent events footnote (Note 9) of the interim condensed
    financial statements as of and for the nine months ended September 30, 2021 in Amendment No. 3 to disclose the details of the Debt
    Forgiveness and Exchange Agreement with Aquanova in December 2021.

If
the Staff has any further comments regarding Amendment No. 3 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

United States securities and exchange commission logo
December 22, 2021
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on December 17, 2021
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 2 to Form S-1 filed on December 17, 2021
Interim Condensed Financial Statements as of and for the Nine Months Ended September 30,
2021
Condensed Notes to Financial Statements
Note 9- Subsequent Events , page F-38
1.You disclose on page 95 that you entered into a Debt Forgiveness and Exchange
Agreement with Aquanova in December 2021. Please disclose the details of such
agreement in your subsequent events footnote.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 December 22, 2021 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
December 22, 2021
Page 2
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
    aNTHONy, esq

    JOHN
    CACOMANOLIS, ESQ*

    CHAD
    FRIEND, ESQ, LLM

    SVETLANA
    ROVENSKAYA, ESQ**

    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.*******

    STUART
    REED, ESQ

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

    MARC
S. WOOLF, ESQ

    www.ANTHONYPLLC.com

    WWW.SECURITIESLAWBLOG.COM

    WWW.LAWCAST.COM

    DIRECT
    E-MAIL: LANTHONY@ANTHONYPLLC.COM

*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 CA and HI (inactive in HI)

December
17, 2021

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. 1 to Registration Statement on Form S-1

    Filed
    on November 9, 2021

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 2 (“Amendment
No. 2”) to the above-referenced Registration Statement on Form S-1. Amendment No. 2 is marked to show changes made from Amendment
No. 1 filed on November 9, 2021. 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 November 19, 2021. We trust you shall deem the contents of this letter responsive
to your comment letter.

Amendment
No. 1 to Registration Statement on Form S-1, Filed November 9, 2021

Prospectus
Summary

Business
Overview, page 6

    1.
    Comment:
    We note your response to our prior comment number 2. Please revise to similarly modify the following statement on page 110 so
    as to not state or imply that your product candidates are safe as this determination is solely within the authority of the U.S. Food
    and Drug Administration and comparable regulatory bodies: “Resveratrol is a natural well-known product with a well-documented
    safety profile with only gastro-intestinal adverse side effects that we believe we have resolved with our product JOTROLTM.”

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 2 to modify the referenced statement on page
    110 so as to not state or imply that the Company’s product candidates are safe as this determination is solely within the authority
    of the U.S. Food and Drug Administration and comparable regulatory bodies.

    2.
    Comment:
    Please revise your pipeline table to include a column for Phase 3 clinical trials. Additionally, we note your disclosure on page
    107 that you have not discussed the ability to rely on and reference the Phase II trial in MCI/early Alzheimer’s Disease conducted
    by Georgetown with the FDA. Please add this disclosure to your pipeline presentation.

    Response:
    In response to the Staff’s comment, the Company has revised the pipeline table on page 10 and page 103 of Amendment No.
    2 to include a column for Phase 3 clinical trials and have also added the referenced disclosure to the pipeline presentation.

Description
of Business

Business
Overview, page 90

    3.
    Comment:
    We note your response to our prior comment number 14. Please revise to clarify whether the final report has been issued by Syneos
    yet.

    Response:
    In response to the Staff’s comment, the Company has revised the disclosure in Amendment No. 2 on page 129 to clarify that
    the final report has been issued by Syneos.

JOTROL
Intellectual Property, page 93

    4.
    Comment:
    We note your response to our prior comment number 16. We note that on page 95 you describe the “material” termination
    provisions of your license agreement with Aquanova. Please revise to describe all termination provisions.

    Response:
    In response to the Staff’s comment, the Company has revised the disclosure on page 95 of Amendment No. 2 to add a description
    of all termination provisions in the Company’s license agreement with Aquanova.

    5.
    Comment: We
                                                         note your response to our prior comment number 17. Please revise to explain each of the headings in the two tables on page 97.
                                                         Please ensure in your revisions that your graphics include sufficient explanatory disclosure for an investor to be able to evaluate
                                                         the information presented.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 2 to include explanation of each of the headings
    in the two tables on page 97, in accordance with the Staff’s comment.

    6.
    Comment: We
                                                         note your response to our prior comment number 18. Please revise pages 122-124 to provide a brief explanation of how p-values are
                                                         used to measure statistical significance and how statistical significance relates to FDA’s evidentiary standards for drug
                                                         approval.

    Response:
In response to the Staff’s comment, the Company has revised Amendment No. 2 on page 103 to include a brief explanation of how
p-values are used to measure statistical significance and how statistical significance relates to FDA’s evidentiary standards for
drug approval.

Competitive
Advantages, page 109

    7.
    Comment:
    We note your response to our prior comment number 28. Please revise page 110 to either delete the statement that licensing
    this study saved significant cost and time or, alternatively, revise the appropriate “Description of the Business” subsection
    to provide more information about the study given you are citing receipt of this study as a competitive advantage.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 2 to delete the referenced statement.

Competitive
Analysis, page 109

    8.
    Comment:
    Please revise page 109 to provide additional detail concerning specific competitors and any known product candidates in development
    for the same indications as your product candidates. Refer to Item 101(h)(4)(iv) of Regulation S-K.

    Response:
    In response to the Staff’s comment, the Company has revised page 109 of Amendment No. 2 to provide additional detail concerning
    specific competitors and any known product candidates in development for the same indications as the Company’s product candidates.

Description
of Securities, page 160 (comment from original SEC Comment Letter dated October 28, 2021)

    32.
    Comment:
    Once you have an estimated offering price range, please explain to us the reasons for any differences between recent valuations
    of your common shares leading up to the planned initial public offering and the midpoint of your estimated offering price range.
    This information will help facilitate our review of your accounting for equity issuances, including stock compensation.

    Response:
    Our last issuance of common stock was in December 2020 at $2.50 per share for a capital raise. We commissioned an independent
    valuation on our common stock from Carta Valuation, LLC and on March 18, 2021 we received a common stock valuation report, dated
    February 19, 2021, for $4.05 per share. The valuation analysis was used to derive the fair market value of the common equity of the
    Company in recognition of IRS Code Section 409A and FASB ASC 718. The analysis used a weighted approach assigning 75% to a public
    company valuation of $80,937,000 and 25% to private company valuation of $43,477,000 using data derived from management regarding
    a Phase I dose finding PK study that commenced December 2020 with preliminary results as of February 2021 predicting the advantages
    of the platform product JOTROLTM to be validated. The analysis assigned a fully marketable value of $6.31 per share for
    the public company scenario. In October 2021, subsequent to the valuation analysis, the Company completed the Phase I dose finding
    PK study with results indicating the Company has resolved the poor bioavailability issue of Resveratrol with the platform product
    JOTROLTM. We anticipate an estimated offering range of $5.00 - $7.00 per share with a midpoint of $6.00 per share, which
    is supported by the independent valuation’s public company scenario of $6.31 per share, which was prior to Phase I successful
    results and could favorably impact the public company valuation approach.

    Subsequent
    to March 18, 2021, stock options were issued at an exercise price of $4.05 per share. There were no other equity issuances, other
    than stock options, since December 2020.

If
the Staff has any further comments regarding the offering statement on Amendment No. 2 to Form S-1, or any subsequent amendments to the
Company’s offering 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

United States securities and exchange commission logo
November 19, 2021
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, FL 33477
Re:Jupiter Neurosciences, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on November 9, 2021
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 28, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed November 9, 2021
Prospectus Summary
Business Overview, page 6
1.We note your response to our prior comment number 2. Please revise to similarly modify
the following statement on page 110 so as to not state or imply that your product
candidates are safe as this determination is solely within the authority of the U.S. Food
and Drug Administration and comparable regulatory bodies: “Resveratrol is a natural
well-known product with a well-documented safety profile with only gastro-intestinal
adverse side effects that we believe we have resolved with our product JOTROLTM.”

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 November 19, 2021 Page 2
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
November 19, 2021
Page 2
2.Please revise your pipeline table to include a column for Phase 3 clinical trials.
Additionally, we note your disclosure on page 107 that you have not discussed the ability
to rely on and reference the Phase II trial in MCI/early Alzheimer's Disease conducted by
Georgetown with the FDA. Please add this disclosure to your pipeline presentation.
Description of Business
Business Overview, page 90
3.We note your response to our prior comment number 14. Please revise to clarify whether
the final report has been issued by Syneos yet.
JOTROL Intellectual Property, page 93
4.We note your response to our prior comment number 16. We note that on page 95 you
describe the “material” termination provisions of your license agreement with Aquanova.
Please revise to describe all termination provisions.
5.We note your response to our prior comment number 17. Please revise to explain each of
the headings in the two tables on page 97. Please ensure in your revisions that your
graphics include sufficient explanatory disclosure for an investor to be able to evaluate the
information presented.
6.We note your response to our prior comment number 18. Please revise pages 122-124 to
provide a brief explanation of how p-values are used to measure statistical significance
and how statistical significance relates to FDA's evidentiary standards for drug approval.
Competitive Advantages, page 109
7.We note your response to our prior comment number 28. Please revise page 110 to either
delete the statement that licensing this study saved significant cost and time or,
alternatively, revise the appropriate “Description of the Business" subsection to provide
more information about the study given you are citing receipt of this study as a
competitive advantage.
Competitive Analysis, page 109
8.Please revise page 109 to provide additional detail concerning specific competitors and
any known product candidates in development for the same indications as your product
candidates. Refer to Item 101(h)(4)(iv) of Regulation S-K.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neurosciences, Inc.
 November 19, 2021 Page 3
 FirstName LastName
Christer Rosén
Jupiter Neurosciences, Inc.
November 19, 2021
Page 3
            You may contact Christie Wong at 202-551-3684 or Angela Connell at 202-551-3426 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Christine Westbrook at 202-551-5019 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Craig D. Linder, Esq.

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

    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.*******

    STUART
    REED, ESQ

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

    MARC
    S. WOOLF, ESQ

    DIRECT
    E-MAIL: LANTHONY@ANTHONYPLLC.COM

*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 CA and HI (inactive in HI)

November
9, 2021

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.

    Registration
    Statement on Form S-1

    Filed
    on October 12, 2021

    File
    No. 333-260183

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Jupiter Neurosciences, Inc. (the “Company”) Amendment No. 1 (“Amendment
No. 1”) to the above-referenced Registration Statement on Form S-1. Amendment No. 1 is marked to show changes made from the
previous filing made on October 28, 2021 (the “Prior Filing”). 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 October 28, 2021.
We trust you shall deem the contents of this letter responsive to your comment letter.

Registration
Statement on Form S-1, Filed on October 12, 2021

Market,
Industry and Other Data, page 5

    1.
    Comment: We
                                                                              note your statement that investors are “cautioned not to give undue weight to any such information, projections and
                                                                              estimates.” Such statement may imply an inappropriate disclaimer of liability for such third-party information. Please revise
                                                                              to remove any implication that investors are not entitled to rely on information in your registration statement.

    Response:
    In response to the Staff’s comment, the Company has removed the aforementioned statement from Amendment No. 1 in order
    to remove any implication that investors are not entitled to rely on information in the Company’s registration statement.

Prospectus
Summary

Business
Overview, page 6

    2.
    Comment:
    We note your disclosure that you believe JOTROL™ is the first and only resveratrol product in the world that delivers a
    therapeutically effective dose of resveratrol in the blood stream without causing gastrointestinal (GI) side effects and that JOTROL™
    is a safe oral medication. Please revise these statements and similar statements throughout your prospectus that state or imply that
    your product candidates are safe or effective as these determinations are solely within the authority of the U.S. Food and Drug Administration
    (“FDA”) and comparable regulatory bodies. As a non-exhaustive list for illustrative purposes only, we note the following
    disclosures:

    ● Page
    97: “Overall, the oral administration of JOTROL (resveratrol) as single ascending doses ranging from 200 mg up to 700 mg was
    safe and well tolerated in healthy adult subjects.”

    ●
    Page 103: “Studies in mice show that a high dose of resveratrol is effective in treating MPS I.”

    ● Page 106: “These are targets that a high dose of resveratrol has shown efficacy both in pre-clinical work as well as
    in the well published Turner et al. trial.”

    ●
    Pages 109-110: “We believe JOTROLTM will be demonstrated to be very safe based upon the very mild adverse events seen in our
    Phase I study….Resveratrol is a natural well-known product with a well-documented safety profile with only gastro-intestinal
    adverse side effects that we believe we have resolved with our product JOTROLTM.”

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 1 to either remove or revise the aforementioned
    statements and similar statements throughout the prospectus that stated or implied that the Company’s product candidates are
    safe or effective in accordance with the Staff’s comment.

    3.
    Comment: We
                                                                              note your statement on page 6: “JOTROL™, based on our pre-clinical and Phase I study results, delivers resveratrol into
                                                                              the blood plasma with significantly greater bioavailability than conventional resveratrol and has the ability to cross the
                                                                              blood-brain barrier.” This comparison appears to be based on literature, like the comparison on page 97 to the MCR
                                                                              Friedreich’s Ataxia study and Turner et al. Alzheimer disease study. Please remove such comparison and any other comparisons
                                                                              that are not head-to-head trials as comparisons to available products and other product candidates are not appropriate unless you
                                                                              have conducted head-to-head trials. You may generally discuss the literature on the topic in the “Description of
                                                                              Business” section without comparing it to the results of your trials. Additionally, on page 9 you state: “Pre-clinical
                                                                              testing showed that patented technology (JOTROL™) delivered 17X higher maximum level in plasma (“C-Max”) and 4X
                                                                              higher area under the curve (“AUC”).” Please revise to clarify what this is a comparison to and provide more
                                                                              details on this study.

    Response:
    In response to the Staff’s comment, the Company has revised Amendment No. 1 to remove any comparisons which are not head-to-head
    trials and has further revised Amendment No. 1 to generally discuss the literature on the topic and has added more detail
    regarding its pre-clinical and Phase I study results in Amendment No. 1.

    4.
    Comment:
    We note your statement on page 6: “We plan to continue pursuing grant funding opportunities in all areas where they
    are available, such as Phase II and Phase III trials in Alzheimer’s disease (up to $75 Million available per project through
    NIA /NIH) as well as the opportunity in receiving at least 50% of the cost of Phase II and Phase III trials in rare (“orphan”)
    diseases.” Please revise the last sentence of the paragraph in which this sentence appears to reflect that you may never receive
    any future grants or cost savings.

    Response:
    In response to the Staff’s Comment, the Company has revised the disclosure on page 6 of Amendment No. 1 to reflect that
    the Company may never receive any future grants or costs savings.

JOTROL,
page 8

    5.
    Comment:
                                                         On page 8 you say that your Phase 1 pharmacokinetic study will be cross-referenced for all indications where JOTROL™ will be
                                                         used in Phase II and Phase III clinical trials. Similarly, in your pipeline table you state: “A successful Phase II trial may
                                                         lead to direct Phase II/III trial in other mitochondrial rare disease since data can be referenced.” Please revise to state
                                                         whether you have discussed the use of cross referencing in this manner with the FDA or other comparable regulatory
                                                         authorities.

    Response:
    In response to the Staff’s Comment, the Company has revised this disclosure in Amendment No.1 to add a discussion of the FDA
    guidance on cross-referencing and to state that the Company has not discussed the use of cross referencing in this manner with the
    FDA or other comparable regulatory authorities.

Resveratrol,
page 8

    6.
    Comment:
    Given that resveratrol has never been approved by the FDA or comparable regulators to treat any of the indications shown,
    this presentation is speculative and without context. Please revise to remove this graphic.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 1 to remove this graphic.

Product
Development, page 9

    7.
    Comment:
    We note your statement on page 9: “There are often opportunities to get accelerated FDA approval for a rare disease
    indication if a product shows efficacy and has a good safety profile.” Please revise to describe the FDA pathways you are referencing
    in more detail and remove the word “often.” Address in your revisions that any accelerated approval pathway designation
    does not guarantee accelerated FDA review. Alternatively, delete this statement.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 1 to describe the FDA pathways the Company is
    referencing in more detail and remove the word “often.” The company has additionally revised Amendment No. 1 to address
    that any accelerated approval pathway designation does not guarantee accelerated FDA review.

Product
Pipeline, page 9

    8.
    Comment:
    Please remove the text descriptions under each indication in the pipeline table on page 9 and elsewhere. Each one sentence
    description requires more context that is not appropriate for a pipeline table, but can be described outside of the table. For
    example, for JNS101, describe in the “Description of Business” section what “positive outcomes” means and
    additional detail such as number of subjects and duration. Additionally, please tell us why you believe JNS109, JNS110 and JNS120
    are sufficiently material to be included in the pipeline table considering the early stage of such programs. We note, for example,
    your statement on page 106 concerning JNS109 where you state: “Our Co-Chairman of the SAB, Professor Rudolph Tanzi, Ph.D.,
    has expertise in this field and suggested that we shall investigate how JOTROLTM can have a positive impact for ALS patients.”
    To the extent you have taken any concrete actions in the development of these programs please describe them to us in your response.

    You
    state in the Use of Proceeds section that you intend to use a portion of the proceeds of the offering to “fund IND submissions
    for Friedereich’s ataxia, MELAS and MCI/early Alzheimer’s Disease.” Where applicable, make clear in the table the
    extent to which you expect to rely on data from clinical trials conducted by third parties. Address in the narrative the basis for
    your expectations in this regard.

    Response:
    In response to the Staff’s Comment, the Company has removed the text descriptions in Amendment No.1 under each indication
    in the pipeline table on page 10 and elsewhere and has removed JNS120 from the pipeline table. The Company believes that JNS
    109 and JNS 110 are sufficiently material to be included in the pipeline table, despite the early state of such programs because
    JNS 109 and JNS 110 are both indications without any available treatment and both indications have documented problems with inflammation
    of the brain. The Company has therefore planned to use $2 million of the Use of Proceeds to investigate, through smaller Proof of
    Concept studies, possible benefits in these two indications. The Company plans to initiate both projects in the first half of 2022.
    Additionally, the Company has added disclosures to Amendment No. 1 in the “Description of Business” section discussing
    JNS 101 to add additional details such as statistically significant p-value. Additionally, the Company has replaced the referenced
    sentence regarding JNS109 on page 107 of Amendment No. 1. The Company has further revised Amendment No. 1 in accordance with
    the Staff’s foregoing comment.

Selected
Historical Financial Data, page 14

    9.
    Comment: Please
                                                         explain the usefulness of a Gross Profit subtotal when you have not reported any sales or cost of goods sold in any of the periods
                                                         presented. Alternatively, please remove this subtotal from your Statement of Operations Data.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 1 to remove the gross profit subtotal from the
    Statement of Operations Data.

Risk
Factors

Risks
Related to Our Intellectual Property

Our
success depends on our ability to protect our intellectual property and our proprietary

technologies,
page 54

    10.
    Comment:
    Please revise page 54 to highlight your reliance on the Acquanova AG license agreement specifically, including the consequences
    of the loss of such license.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 1 to highlight its reliance on the Aquanova AG
    license agreement specifically, including the consequences of the loss of such license.

Use
of Proceeds, page 81

    11.
    Comment:
    We note your statement on page 150: “We intend to pay a portion of the outstanding license fee due to Aquanova AG with
    our cash balance as of the date of this filing. We project to payout the remaining accrued license fee with proceeds from this offering.”
    Please revise the Use of Proceeds to reflect this use of proceeds.

    Response:
    In response to the Staff’s Comment, the Company has revised the use of proceeds Amendment No. 1 to reflect the use of proceeds
    for the license to Aquanova AG.

Dilution,
page 89

    12.
    Comment:
    Please explain to us how you determined your net tangible book value per share to be ($0.15) at June 30, 2021.

    Response:
    The Company has recalculated the net tangible book value per share at June 30, 2021 to be $0.29 as follows: the Company took
    its total tangible assets of $1,115,995, then subtracted the Company’s total tangible liabilities of $4,849,915, for a tangible
    book value ($3,733,920), and divided by the number of issued and outstanding shares of common stock of 12,594,936 to get a net tangible
    book value per share of $0.29 and has revised the disclosure in Amendment No. 1 accordingly.

Description
of Business

Business
Overview, page 90

    13.
    Comment:
    Please describe the material terms of the grant with the National Institute on Aging. Additionally, file such agreement as
    an exhibit pursuant to Item 601(b)(10) of Regulation S-K or advise.

    Response:
    In response to the Staff’s Comment, the Company has revised Amendment No. 1 to include a description of the material terms
    of the grant with the National Institute on Aging on page 95 and has filed such agreement as Exhibit 10.17 to Amendment No.
    1.

    14.
    Comment: Pl

United States securities and exchange commission logo
October 28, 2021
Christer Rosén
Chief Executive Officer
Jupiter Neurosciences, Inc.
1001 North US HWY 1, Suite 504
Jupiter, Florida 33477
Re:Jupiter Neurosciences, Inc.
Registration Statement on Form S-1
Filed on October 12, 2021
File No. 333-260183
Dear Mr. Rosén:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, Filed on October 12, 2021
Market, Industry and Other Data, page 5
1.We note your statement that investors are "cautioned not to give undue weight to any such
information, projections and estimates." Such statement may imply an inappropriate
disclaimer of liability for such third-party information. Please revise to remove any
implication that investors are not entitled to rely on information in your registration
statement.
Prospectus Summary
Business Overview, page 6
2.We note your disclosure that you believe JOTROL™ is the first and only resveratrol
product in the world that delivers a therapeutically effective dose of resveratrol in the

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blood stream without causing gastrointestinal (GI) side effects and that JOTROL™ is a
safe oral medication. Please revise these statements and similar statements throughout
your prospectus that state or imply that your product candidates are safe or effective as
these determinations are solely within the authority of the U.S. Food and Drug
Administration ("FDA") and comparable regulatory bodies. As a non-exhaustive list for
illustrative purposes only, we note the following disclosures:

•Page 97: “Overall, the oral administration of JOTROL (resveratrol) as single
ascending doses ranging from 200 mg up to 700 mg was safe and well tolerated in
healthy adult subjects.”
•Page 103: “Studies in mice show that a high dose of resveratrol is effective in treating
MPS I.”
•Page 106: “These are targets that a high dose of resveratrol has shown efficacy both
in pre-clinical work as well as in the well published Turner et al. trial.”
•Pages 109-110: “We believe JOTROLTM will be demonstrated to be very safe based
upon the very mild adverse events seen in our Phase I study….Resveratrol is a natural
well-known product with a well-documented safety profile with only gastro-intestinal
adverse side effects that we believe we have resolved with our product JOTROLTM.”
3.We note your statement on page 6: “JOTROL™, based on our pre-clinical and Phase I
study results, delivers resveratrol into the blood plasma with significantly greater
bioavailability than conventional resveratrol and has the ability to cross the blood-brain
barrier.” This comparison appears to be based on literature, like the comparison on page
97 to the MCR Friedreich’s Ataxia study and Turner et al. Alzheimer disease study.
Please remove such comparison and any other comparisons that are not head-to-head trials
as comparisons to available products and other product candidates are not appropriate
unless you have conducted head-to-head trials. You may generally discuss the literature
on the topic in the "Description of Business" section without comparing it to the results of
your trials. Additionally, on page 9 you state: “Pre-clinical testing showed that patented
technology (JOTROL™) delivered 17X higher maximum level in plasma (“C-Max”) and
4X higher area under the curve (“AUC”).” Please revise to clarify what this is a
comparison to and provide more details on this study.
4.We note your statement on page 6: “We plan to continue pursuing grant funding
opportunities in all areas where they are available, such as Phase II and Phase III trials in
Alzheimer’s disease (up to $75 Million available per project through NIA /NIH) as well as
the opportunity in receiving at least 50% of the cost of Phase II and Phase III trials in rare
(“orphan”) diseases.” Please revise the last sentence of the paragraph in which this
sentence appears to reflect that you may never receive any future grants or cost savings.
JOTROL, page 8
5.On page 8 you say that your Phase 1 pharmacokinetic study will be cross-referenced for
all indications where JOTROL™ will be used in Phase II and Phase III clinical trials.
Similarly, in your pipeline table you state: “A successful Phase II trial may lead to direct

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Phase II/III trial in other mitochondrial rare disease since data can be referenced.” Please
revise to state whether you have discussed the use of cross referencing in this manner with
the FDA or other comparable regulatory authorities.
Resveratol, page 8
6.Given that resveratrol has never been approved by the FDA or comparable regulators to
treat any of the indications shown, this presentation is speculative and without context.
Please revise to remove this graphic.
Product Development, page 9
7.We note your statement on page 9: “There are often opportunities to get accelerated FDA
approval for a rare disease indication if a product shows efficacy and has a good safety
profile.” Please revise to describe the FDA pathways you are referencing in more detail
and remove the word “often.” Address in your revisions that any accelerated approval
pathway designation does not guarantee accelerated FDA review. Alternatively, delete
this statement.
Product Pipeline, page 9
8.Please remove the text descriptions under each indication in the pipeline table on page 9
and elsewhere. Each one sentence description requires more context that is not appropriate
for a pipeline table, but can be described outside of the table. For example, for JNS101,
describe in the “Description of Business” section what “positive outcomes” means and
additional detail such as number of subjects and duration. Additionally, please tell us why
you believe JNS109, JNS110 and JNS120 are sufficiently material to be included in the
pipeline table considering the early stage of such programs. We note, for example, your
statement on page 106 concerning JNS109 where you state: “Our Co-Chairman of the
SAB, Professor Rudolph Tanzi, Ph.D., has expertise in this field and suggested that we
shall investigate how JOTROLTM can have a positive impact for ALS patients.” To the
extent you have taken any concrete actions in the development of these programs please
describe them to us in your response.

You state in the Use of Proceeds section that you intend to use a portion of the proceeds of
the offering to "fund IND submissions for Friedereich's ataxia, MELAS and MCI/early
Alzheimer's Disease." Where applicable, make clear in the table the extent to which you
expect to rely on data from clinical trials conducted by third parties. Address in the
narrative the basis for your expectations in this regard.
Selected Historical Financial Data, page 14
9.Please explain the usefulness of a Gross Profit subtotal when you have not reported any
sales or cost of goods sold in any of the periods presented.  Alternatively, please remove
this subtotal from your Statement of Operations Data.

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Risk Factors
Risks Related to Our Intellectual Property
Our success depends on our ability to protect our intellectual property and our proprietary
technologies, page 54
10.Please revise page 54 to highlight your reliance on the Acquanova AG license agreement
specifically, including the consequences of the loss of such license.
Use of Proceeds, page 81
11.We note your statement on page 150: “We intend to pay a portion of the outstanding
license fee due to Aquanova AG with our cash balance as of the date of this filing. We
project to payout the remaining accrued license fee with proceeds from this offering.”
Please revise the Use of Proceeds to reflect this use of proceeds.
Dilution, page 89
12.Please explain to us how you determined your net tangible book value per share to
be ($0.15) at June 30, 2021.
Description of Business
Business Overview, page 90
13.Please describe the material terms of the grant with the National Institute on Aging.
Additionally, file such agreement as an exhibit pursuant to Item 601(b)(10) of Regulation
S-K or advise.
14.Please describe the agreements with each of your key partners listed on page 128-129 and
file such agreements pursuant to Item 601(b)(10) of Regulation S-K, or advise.
JOTROL Intellectual Property, page 93
15.With respect to your material patents and patent applications, please revise to specify (i)
the specific products, product groups and technologies to which such patents relate, (ii)
whether the patents are owned or licensed, (iii) the type of patent protection, (iv) the
patent expiration dates and (v) the jurisdiction. Please also explain the meaning of the
following sentence on page 93, and, if applicable, the extent to which your patent
protection for JOTROL™ is incomplete: “The patent application was assigned to
Aquanova AG, as Aquanova AG has other patents on their micellar formulation
technology that was utilized in creating JOTROL™.”
16.Please revise to describe the material terms of all material license agreements, including
the Aquanova AG License Agreement and the MCRI agreement, such as: (i) the nature
and scope of intellectual property transferred, (ii) each parties’ rights and obligations, (iii)
the duration of the agreement and royalty term, (iv) the termination provisions, (v) any up-
front or execution payments, (vi) the aggregate amounts paid to date, (vii) the aggregate

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future potential milestone payments segregated by development, regulatory and
commercial sales milestones, and (viii) the royalty rates or a royalty range not to exceed
ten percentage points per tier. Additionally, please file the Aquanova AG License
Agreement and any other material license agreement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K.
JOTROL Pre-clinical studies, page 94
17.With respect to your preclinical studies, please provide additional detail such as the
number of studies performed and the number of subjects in each study.
18.We note the p-values on page 96. Please revise to provide p-values for all statements of
statistical significance and explain how statistical significance relates to FDA standards of
efficacy.
JOTROL Phase I Pharmacokinetic ("PK") and Safety Study, page 96
19.Please revise page 97 to clarify the different arms of the PK study (Treatment A though
D).
Market Overview, page 98
20.We note your statement on page 98: “The tables below illustrate how lucrative just one
approval in an orphan indication can be. With JNS’s position of multiple possible
approval in orphan diseases as well as for Alzheimer’s disease the Company feels that
there are many scenarios for generating meaningful treatments for patients which
ultimately will lead to financial success.” Please remove these statements and the
associated table as they imply you have an increased chance of obtaining an orphan drug
designation and approval for at least one candidate, which you then imply would be
lucrative. You may describe what an orphan drug designation means and state that you
intend to pursue multiple orphan drug designations, but also state that you may not
achieve regulatory approval of any of your product candidates.
21.We note the bar graph on page 99. Given your statement that the average price for a
product treating an orphan drug is higher than for a product treating a non-orphan drug,
the number of approved orphan drugs generating these sales is smaller than for non-
orphan drugs, which is not explained in the graphic. Please revise the graphic to include
the number of different types of drugs sold in each year shown. Alternatively, please
remove this graphic.
Our Relevant Market Size, page 100
22.With respect to the rare disease market size calculation on page 100, please revise to state
the countries included and name the three indications you refer to.  Additionally, on page
101 you state: “The Alzheimer’s disease market is very large evident by the Aduhelm
pricing of $56,000 per year per patient…We expect our product to be priced significantly

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lower if approved for MCI/early AD. We estimate the relevant global market size for our
product to be in excess of $100 billion.” Please revise to explain the basis for your market
share calculation of over $100 billion.

JNS101 Friedreich's ataxia direct to Phase II, page 102
23.Please revise to clarify your relationship with MCRI and state whether you have discussed
your ability to reference this data with the FDA. Also revise to provide the p-values for
"statistically different positive results" on page 102.
JNS102 Phase II trial for MPS I, page 103
24.On page 103 you state: “IND for Phase I, executed, approved by FDA. Small FDA
hurdles to start the Phase II.” Please revise to describe the small hurdles.
JNS108 Mild Cognitive Impairment/early Alzheimer's Disease, page 105
25.Please clarify your relationship with Georgetown and whether you have discussed your
ability to rely on and reference the Phase II trial conducted by Georgetown with the FDA.
Competitive Advantages, page 109
26.Please remove the comparison to Celgene on page 109 which could inappropriately imply
that you will also be approved for multiple different indications for one technology and
generate billions in annual sales.
27.Please remove the statement “We also believe that JOTROL™ can be sold at a very
competitive price and thereby have a stronger possibility of support from payors” or revise
to detail all the assumptions you are making regarding pricing. For example, explain the
current stage of your manufacturing ability and the extent to which you can currently
predict cost of manufacturing on a commercial scale and the limitations and assumptions
inherent therein, and explain which payors you are referencing, detail the basis on which
you believe payors will support you, and if you are referencing reimbursement, explain
how reimbursement works including by detailing all steps you will need to complete in
order to obtain reimbursement coverage if regulatory approval is granted. We note on
page 110 you state you have “no plans to implement the commercialization of our product
JOTROL™ but expect to either out-license JOTROL™….”
28.On page 110 you state: “In addition, we were able to receive, from a major pharmaceutical
company, a full chronic toxicology study performed on resveratrol saving most likely 1
year in development time and over $2 million in cost.” Please revise to provide the details
of this study in the appropriate subsection of the "Description of Business" section.

 FirstName LastNameChrister Rosén
 Comapany NameJupiter Neuroscie