Sec Form 3 Filing - Hayward Marshall A. @ JUPITER NEUROSCIENCES, INC. - 2024-11-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hayward Marshall A. 2. Issuer Name and Ticker or Trading Symbol JUPITER NEUROSCIENCES, INC. [ JUNS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) C/O JUPITER NEUROSCIENCES, INC., 1001 NORTH US HWY 1, SUITE 504 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2024 (Street) JUPITER, FL33477 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,980,882 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock option (right to buy) $ 0.01 01/01/2016 12/31/2025 Common Stock 225,000 ( 1 ) D Stock option (right to buy) $ 0.8 02/01/2020 01/31/2030 Common Stock 393,750 ( 2 ) D Stock option (right to buy) $ 1.33 09/29/2023 09/28/2033 Common Stock 556,673 ( 3 ) D Stock option (right to buy) $ 1.33 12/18/2023 12/17/2033 Common Stock 69,675 ( 4 ) D Restricted stock award $ 0 07/21/2022 07/20/2032 Common Stock 399,402 ( 5 ) D Restricted stock unit $ 0 12/18/2023 12/17/2033 Common Stock 389,794 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hayward Marshall A. C/O JUPITER NEUROSCIENCES, INC. 1001 NORTH US HWY 1, SUITE 504 JUPITER, FL33477 X Chief Scientific Officer Signatures /s/ Marshall Hayward 11/08/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Fully vested stock options which were granted on January 1, 2016 under the Company's 2016 Equity Incentive Plan. ( 2 )Fully vested stock options which were granted on February 1, 2020 under the Company's 2016 Equity Incentive Plan. ( 3 )Fully vested stock options which were granted on September 29, 2023 pursuant to the approval of the board of directors of the issuer as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. ( 4 )Fully vested stock options which were granted on December 18, 2023 pursuant to the approval of the board of directors of the issuer as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. ( 5 )Restricted stock awards which were granted on July 21, 2022 under the Company's 2021 Equity Incentive Plan as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. The restricted stock awards vest at 100% 180 days after the first day of trading of an IPO. ( 6 )Restricted stock units which were granted on December 18, 2023 under the Company's 2023 Equity Incentive Plan as partial consideration for forgiveness of earned compensation owed by the issuer to the Reporting Person. The restricted stock units vest at 100% 180 days after the first day of trading of an IPO.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.