UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of registrant as specified in its charter) Washington, DC 20549 FORM 10-Q (Mark One) For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from __________ to ___________ Commission file number: 001-41265 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUPITER NEUROSCIENCES, INC. | Title of each class | Trading Symbol(s) | Name of ...

Core Points - Jupiter Neurosciences, Inc. has regained compliance with Nasdaq's minimum share price requirement, confirming an average closing share price of at least $1.00 for 13 consecutive days [1][2] - The company is focused on developing JOTROL, a patented resveratrol-based platform, targeting neuroinflammation and promoting healthy aging [3] Company Overview - Jupiter Neurosciences is a clinical-stage pharmaceutical company with a dual-path strategy addressing central nervous system (CNS) disorders and rare diseases, while also entering the consumer longevity market with its Nugevia product line [3] - The therapeutic pipeline includes a Phase IIa trial for Parkinson's disease and targets conditions such as Alzheimer's Disease, Mucopolysaccharidoses Type I, Friedreich's Ataxia, and MELAS [3]

Core Insights - Jupiter Neurosciences, Inc. has launched Nugevia PWR, a mitochondrial health supplement aimed at supporting cellular energy, endurance, and recovery, targeting a growing market projected to reach $8 trillion by 2030 [1][4][6] Product Overview - Nugevia PWR is formulated with JOTROL and a blend of mitochondrial support ingredients to optimize energy production, protect against oxidative stress, and enhance physical performance [2][6] - The supplement is designed for adults seeking sustained strength and metabolic resilience, with a recommended dosage of two capsules per day for optimal compliance [5][6] Scientific Basis - JOTROL has shown a nine-fold increase in resveratrol bioavailability in Phase I trials, promoting mitochondrial biogenesis and energy metabolism [3][9] - The formulation includes NovaSOL solubilized CoQ10, enhancing mitochondrial energy production and muscle function, creating a synergy that improves energy, endurance, and muscle recovery [3][6] Strategic Positioning - PWR aligns with Jupiter's strategy to monetize its proprietary science across pharmaceutical and consumer markets, serving as a high-margin revenue driver [4][5] - The Nugevia product line represents both scientific achievement and a strategic revenue opportunity, differentiating itself in the crowded energy supplement space [5][6] Company Background - Jupiter Neurosciences is a clinical-stage pharmaceutical company focused on neuroinflammation and healthy aging, with a therapeutic pipeline targeting CNS disorders and a consumer longevity market expansion [6][10]

Core Insights - Jupiter Neurosciences, Inc. is launching Nugevia™ GLO, a supplement targeting the "beauty-from-within" market, focusing on skin health through clinically validated cellular science [1][2] - The product utilizes JOTROL™, a proprietary resveratrol delivery technology, and NovaSOL® Astaxanthin, enhancing skin vitality at the cellular level [2][3] - GLO is positioned as a premium supplement, appealing to a demographic of women over 35 seeking scientifically grounded skin and aging solutions [4] Product Details - Nugevia GLO is designed to support skin health by promoting cellular defense, collagen integrity, and hydration [1][4] - The supplement regimen consists of two capsules per day for optimal absorption and compliance [5] - Key benefits include enhanced collagen synthesis, improved hydration, reduced pigmentation, and protection against oxidative stress [7] Market Strategy - The launch of GLO represents a strategic shift for Jupiter into the consumer wellness sector, aiming to create a high-margin revenue stream [4] - The company anticipates significant top-line growth from the Nugevia product line, which will support clinical development and enhance long-term shareholder value [5] - Jupiter is targeting the $8 trillion longevity market, leveraging its proprietary science to reach a broader audience [2] Scientific Validation - JOTROL™ has shown a nine-fold increase in resveratrol bioavailability in Phase I trials, addressing previous issues with resveratrol's effectiveness [3][9] - The combination of JOTROL™ and Astaxanthin is expected to create a leading solution for skin health and systemic rejuvenation [3][10] - Jupiter's therapeutic pipeline includes ongoing clinical programs for CNS disorders, with JOTROL™ serving as a foundation for both therapeutic and consumer products [6][10]

PART I [Financial Statements (unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) Unaudited Q1 2025 financial statements report a $1.53 million net loss, reduced assets, and raise substantial going concern doubts [Unaudited Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to $4.96 million, primarily due to reduced cash, with stockholders' equity falling to $3.06 million Condensed Consolidated Balance Sheet Data (unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash | $2,706,469 | $3,769,510 | | Total current assets | $3,611,328 | $4,650,263 | | **Total assets** | **$4,962,826** | **$6,202,409** | | Total current liabilities | $1,889,724 | $2,009,154 | | **Total liabilities** | **$1,898,231** | **$2,030,401** | | **Total stockholders' equity** | **$3,064,595** | **$4,172,008** | [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2025, the company reported a net loss of $1.53 million, an increase from $0.63 million in Q1 2024, driven by higher operating expenses Condensed Consolidated Statements of Operations (unaudited) | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Research and development | $466,745 | $98,667 | | General and administrative | $1,071,258 | $472,028 | | **Loss from operations** | **($1,538,003)** | **($570,695)** | | **Net loss** | **($1,528,867)** | **($634,100)** | | Net loss per share (Basic and diluted) | ($0.05) | ($0.02) | [Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders'%20Deficit) Stockholders' equity decreased from $4.17 million to $3.06 million in Q1 2025, primarily due to the net loss, partially offset by stock-based compensation - The company's total stockholders' equity decreased by approximately **$1.1 million** during the first quarter of 2025, moving from **$4,172,008** to **$3,064,595**[22](index=22&type=chunk) - The primary drivers for the change in stockholders' equity were a net loss of **$1,528,867** and non-cash stock-based compensation of **$421,454**[22](index=22&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities significantly increased to $1.06 million in Q1 2025, leading to a cash balance decrease from $3.77 million to $2.71 million Summary of Cash Flows (unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net cash flows from operating activities | ($1,063,041) | ($65,165) | | Net cash flows from financing activities | $0 | $45,000 | | **Net Change in Cash** | **($1,063,041)** | **($20,165)** | | Cash at end of period | $2,706,469 | $8,313 | [Notes to the Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's clinical-stage pharmaceutical business, express substantial doubt about going concern, and cover the December 2024 IPO, debt settlement, and strategic agreements - The company is a clinical-stage pharmaceutical company developing JOTROL, a unique resveratrol platform product, for neuro-inflammation indications like Parkinson's, Alzheimer's, Mucopolysaccharidoses Type 1, and Friedreich's Ataxia[26](index=26&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern due to a history of net losses and negative operating cash flows[31](index=31&type=chunk)[32](index=32&type=chunk) - In December 2024, the company completed an IPO, selling **2,750,000 shares** at **$4.00 per share** for gross proceeds of **$11 million**[29](index=29&type=chunk)[72](index=72&type=chunk) - All convertible notes were fully repaid or converted into common stock in December 2024, eliminating the associated derivative liability, with no such liabilities existing at March 31, 2025[61](index=61&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - The company has a strategic services agreement with Dominant Treasure Health Company Limited, involving a one-time payment of **$2.3 million** (accounted for as a prepaid contract) to accelerate product development and distribution in the Southeast Asian market[90](index=90&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's clinical-stage focus on JOTROL, attributing the increased Q1 2025 net loss to higher R&D and G&A expenses, and reiterates substantial going concern doubts - The company's primary focus is on its platform product JOTROL for treating neuro-inflammation, with Parkinson's Disease as the main target indication, and a Phase IIa study expected to start in Q3 2025[101](index=101&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - A **$16.5 million** grant application to the NIA for a Phase II trial in MCI/early Alzheimer's Disease was not approved, and studies for this indication are paused pending biomarker results from the Parkinson's trial[107](index=107&type=chunk) - In March 2025, the company partnered with Aquanova AG to develop and launch a series of nutritional products targeting longevity and aging, with a planned market entry in Q3 2025 via a Direct-to-Consumer model[110](index=110&type=chunk) Comparison of Operating Results (Q1 2025 vs Q1 2024) | Expense Category | Q1 2025 ($) | Q1 2024 ($) | Change Driver | | :--- | :--- | :--- | :--- | | R&D Expenses | $466,745 | $98,667 | Increased activity for Parkinson's program and costs for a service agreement for the SE Asian market | | G&A Expenses | $1,071,258 | $472,028 | Full salary payments post-IPO, and higher legal, professional, and insurance fees as a public company | | Interest Expense | $1,229 | $65,756 | Decrease due to the repayment and conversion of all convertible notes in December 2024 | - The company acknowledges substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows, and anticipates needing to raise significant additional capital to fund future operations[111](index=111&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states this item is not applicable, indicating no significant exposure to market risks requiring disclosure - Not applicable[139](index=139&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting - Based on an evaluation as of March 31, 2025, the company's Certifying Officers concluded that disclosure controls and procedures were effective[140](index=140&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the most recent fiscal quarter[142](index=142&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings outside the ordinary course of business as of March 31, 2025 - The company may become involved in legal proceedings in the ordinary course of business, but as of the filing date, there are no material legal actions pending[83](index=83&type=chunk)[144](index=144&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.Risk%20Factors) The company refers investors to its Annual Report on Form 10-K for detailed risk factors, with no new or updated risks presented in this report - For a detailed discussion of risk factors, the company refers to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period covered by this report - None[147](index=147&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities - None[147](index=147&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[148](index=148&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 2025 - No director or officer of the Company adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the three months ended March 31, 2025[149](index=149&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including SOX certifications by the CEO and CFO, and Inline XBRL documents - Exhibits filed include CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and various Inline XBRL files[150](index=150&type=chunk)

Part I [Business](index=5&type=section&id=Item%201.%20Business) Jupiter Neurosciences is a clinical-stage R&D company developing JOTROL, an enhanced resveratrol formulation, for neuro-inflammation - The company is a clinical-stage R&D firm whose platform product, **JOTROL**, is an enhanced oral formulation of resveratrol targeting neuro-inflammation[15](index=15&type=chunk) - Primary large-market indications are Parkinson's Disease and Mild Cognitive Impairment (MCI)/early Alzheimer's disease, with rare disease programs for Mucopolysaccharidoses Type 1, Friedreich's ataxia, and MELAS[17](index=17&type=chunk) - In December 2024, the company completed a public offering, raising gross proceeds of **$11 million**, and its common stock began trading on The Nasdaq Capital Market under the symbol **"JUNS"**[16](index=16&type=chunk) - The company has entered into strategic service agreements to accelerate business development, manufacturing, and clinical trial management in the South-East Asian market[21](index=21&type=chunk)[107](index=107&type=chunk) [Overview and JOTROL Platform](index=5&type=section&id=Item%201.%20Business-Overview) JOTROL, the company's core asset, is a proprietary enhanced oral resveratrol formulation designed for improved bioavailability and reduced GI side effects - **JOTROL** is an enhanced oral resveratrol formulation designed to deliver therapeutic doses without severe GI side effects, a common issue with standard resveratrol at high doses[18](index=18&type=chunk) - The company holds an exclusive global license from Aquanova AG for the micellar technology used in JOTROL, with the patent expiring in **2036** and granted in key markets[28](index=28&type=chunk) - A Phase I pharmacokinetic study in healthy volunteers was completed in **2021**, with results meeting targeted goals for future clinical trial cross-referencing[27](index=27&type=chunk) [Product Pipeline and Clinical Development](index=8&type=section&id=Item%201.%20Business-Product%20Pipeline) The company's pipeline focuses on JOTROL for Parkinson's (JNS115) and MCI/early Alzheimer's (JNS108), alongside rare disease programs, with clinical trial timelines dependent on funding and partnerships - The top priority is **JNS115** for Parkinson's Disease, with a Phase 2a trial expected to begin in **Q3 2025** and initial results within **12 months**[33](index=33&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - The second priority is **JNS108** for MCI/early Alzheimer's Disease, with a pending grant application for a Phase II trial, where failure to secure funding could cause delays[33](index=33&type=chunk)[41](index=41&type=chunk) - The company was granted **Orphan Drug Designation (ODD)** by the FDA on **August 16, 2017**, for **JNS101** for the treatment of Friedreich's Ataxia[58](index=58&type=chunk) - In March 2025, the company partnered with Aquanova AG to develop nutritional products targeting longevity and aging, with the first products expected to launch in **Q3 2025** via a Direct-to-Consumer model[22](index=22&type=chunk) [Competition, Strategy, and Operations](index=14&type=section&id=Item%201.%20Business-Competition%20and%20Strategy) The company faces intense competition across its target indications, leveraging JOTROL's multi-indication potential and oral delivery, while operating virtually and focusing on out-licensing and Asian market expansion - The company faces competition from numerous companies in Parkinson's, Alzheimer's, and rare diseases, including major pharmaceutical players[75](index=75&type=chunk)[77](index=77&type=chunk)[79](index=79&type=chunk) - Competitive advantages include **JOTROL's** high bioavailability, oral delivery, and its potential applicability across multiple indications as a platform product[84](index=84&type=chunk)[85](index=85&type=chunk) - The company operates a virtual model, outsourcing R&D, clinical trials, and manufacturing to partners such as the University of Miami and Catalent[97](index=97&type=chunk) - A key strategy is to out-license **JOTROL**, with a strong focus on the Asian market, facilitated by agreements with partners like Dominant Treasure Health[90](index=90&type=chunk)[107](index=107&type=chunk)[111](index=111&type=chunk) [Risk Factors](index=20&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including limited operating history, ongoing losses, going concern doubt, reliance on JOTROL, lengthy clinical trials, intellectual property issues, and the need for substantial additional capital - The company is an early-stage entity with a limited operating history, no approved products, and significant net losses, raising substantial doubt about its ability to continue as a going concern[118](index=118&type=chunk)[122](index=122&type=chunk)[127](index=127&type=chunk) - The business is substantially dependent on the success of its single product candidate, **JOTROL**; failure in its development, approval, or commercialization would severely harm operations[117](index=117&type=chunk)[150](index=150&type=chunk) - The company requires substantial additional capital to finance operations, and failure to raise it may lead to delays, reductions, or elimination of R&D programs[134](index=134&type=chunk) - The company relies on third parties for clinical trials and manufacturing, and on a critical license agreement with **Aquanova AG** for its core technology, the loss of which would materially harm the business[297](index=297&type=chunk)[355](index=355&type=chunk)[359](index=359&type=chunk) - The company received a notice from Nasdaq on **March 21, 2025**, for non-compliance with the minimum bid price requirement, potentially leading to delisting[375](index=375&type=chunk) [Unresolved Staff Comments](index=84&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - None[419](index=419&type=chunk) [Cybersecurity](index=84&type=section&id=Item%201C.%20Cybersecurity) The company is developing an integrated cybersecurity risk management program, overseen by management and the Board, and has identified no material cybersecurity threats to date - The company is implementing a cybersecurity risk management program to protect confidential information and critical systems, integrated with its enterprise risk management[421](index=421&type=chunk) - The executive management team and an IT service provider manage cybersecurity risks, with oversight from the Board of Directors[423](index=423&type=chunk)[425](index=425&type=chunk) - The company has not identified any known cybersecurity threats that have materially affected or are reasonably likely to materially affect its operations or financial condition[422](index=422&type=chunk) [Properties](index=85&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters in Jupiter, Florida, and a small additional office in Boston, Massachusetts, which are deemed adequate for current needs - Corporate headquarters are leased in Jupiter, FL (**1,206 sq. ft.**) with a lease expiring **May 31, 2026**, at a base rent of **$3,783 per month**[427](index=427&type=chunk) - An additional small office is leased in Boston, MA (**120 sq. ft.**)[427](index=427&type=chunk) [Legal Proceedings](index=85&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any litigation expected to have a material adverse effect on its business or financial condition - The company is not presently a party to any litigation expected to have a material adverse effect on its business[429](index=429&type=chunk) [Mine Safety Disclosures](index=85&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[430](index=430&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=86&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "JUNS", with **33.1 million** shares outstanding, no history of dividends, and active equity incentive plans, with no issuer share repurchases - Common stock is listed on The Nasdaq Capital Market under the symbol **"JUNS"**[432](index=432&type=chunk) - As of **March 28, 2025**, there were **33,103,860** shares of common stock outstanding[433](index=433&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future[434](index=434&type=chunk) - The **2023 Equity Incentive Plan** is the active plan, authorizing **4,012,785** shares, with **2,139,240** shares available for issuance as of **March 28, 2025**[437](index=437&type=chunk) [Reserved](index=87&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved - None [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=87&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported a reduced net loss of **$2.4 million** in **2024** due to debt extinguishment gains and lower operating expenses, bolstered by a **$9.7 million** IPO, yet faces ongoing going concern doubts requiring additional capital [Results of Operations](index=88&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Results%20of%20Operations) The company's net loss decreased to **$2.4 million** in **2024** from **$4.8 million** in **2023**, primarily due to a significant gain on debt extinguishment and reduced operating expenses Comparison of Fiscal Years Ended December 31, 2024 and 2023 | Financial Metric | 2024 ($) | 2023 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Revenue | $0 | $0 | - | | Research & Development Expenses | $492,660 | $954,793 | ($462,133) | | General & Administrative Expenses | $2,598,622 | $2,915,978 | ($317,356) | | Gain (Loss) on Extinguishment of Debt | $857,723 | ($887,946) | $1,745,669 | | **Net Loss** | **($2,439,625)** | **($4,783,689)** | **$2,344,064** | - The decrease in G&A expenses was directly related to the reduction of employee salaries that began in **December 2023**[454](index=454&type=chunk) [Liquidity and Capital Resources](index=89&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Liquidity%20and%20Capital%20Resources) As of **December 31, 2024**, the company had **$3.8 million** in cash, bolstered by a **$9.7 million** IPO, but recurring losses and negative cash flows raise substantial doubt about its going concern ability - The company had **$3,769,510** in cash and cash equivalents as of **December 31, 2024**[458](index=458&type=chunk) - In **December 2024**, an initial public offering yielded net proceeds of **$9,725,213**[459](index=459&type=chunk) Summary of Cash Flows | Cash Flow Activity | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,911,004) | ($480,953) | | Net cash provided by financing activities | $7,652,036 | $445,000 | - Management has concluded that historical recurring losses and negative cash flows raise substantial doubt about the company's ability to continue as a going concern[460](index=460&type=chunk) [Contractual Obligations and Other Agreements](index=90&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Contractual%20Obligations%20and%20Other%20Agreements) The company's key contractual obligations include an office lease, a **$1.1 million** Senior Secured Convertible Note fully repaid for **$2.1 million** in **December 2024**, related-party notes to its CEO, and a **$2.3 million** Strategic Services Agreement with Dominant Treasure Health - The company has a **61-month** operating lease for its Florida office, which commenced in **May 2021**[472](index=472&type=chunk) - A Senior Secured Note, originating as a convertible note in **April 2022**, was fully repaid in **December 2024** for **$2,102,797** after complex amendments[473](index=473&type=chunk)[484](index=484&type=chunk)[488](index=488&type=chunk) - As of **December 31, 2024**, the company owed its CEO **$146,432** from working capital loans provided since inception[495](index=495&type=chunk) - Entered into a Strategic Services Agreement with Dominant Treasure Health in **December 2024**, agreeing to a one-time payment of **$2,300,000** for services to accelerate product development and distribution in Southeast Asia[851](index=851&type=chunk) [Critical Accounting Policies](index=95&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Critical%20Accounting%20Policies) Critical accounting policies include US GAAP basis, going concern assumption despite doubt, valuation of stock-based compensation, uncertain tax positions, expensing R&D costs, and fair value measurement of convertible notes with embedded derivatives - Financial statements are prepared assuming the company is a going concern, although management has expressed substantial doubt about this ability[738](index=738&type=chunk) - Significant estimates include the valuation of stock-based compensation, uncertain tax positions, and the valuation allowance for deferred tax assets[512](index=512&type=chunk) - Convertible notes with embedded derivatives were accounted for as liabilities and marked-to-market at each balance sheet date using a **Monte Carlo valuation model (Level 3 inputs)**[516](index=516&type=chunk)[813](index=813&type=chunk) - Research and development costs, including for clinical trials, are expensed as incurred[513](index=513&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=96&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not applicable[517](index=517&type=chunk) [Financial Statements and Supplementary Data](index=97&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Audited financial statements for **2024** and **2023** are presented, with the auditor expressing substantial doubt about going concern due to recurring losses, despite a **$3.8 million** cash balance post-IPO - The independent auditor's report contains an explanatory paragraph highlighting substantial doubt about the Company's ability to continue as a going concern[710](index=710&type=chunk) Balance Sheet Summary (As of December 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Cash | $3,769,510 | $28,478 | | Total Assets | $6,202,409 | $148,592 | | Total Liabilities | $2,030,401 | $5,949,946 | | Total Stockholders' Equity (Deficit) | $4,172,008 | ($5,801,354) | Statement of Operations Summary (For the Year Ended December 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Total Operating Expenses | $3,091,282 | $3,870,771 | | Net Loss | ($2,439,625) | ($4,783,689) | | Net Loss Per Share (Basic & Diluted) | ($0.08) | ($0.18) | - As of **December 31, 2024**, the company had federal and state net operating loss (NOL) carryforwards of **$26 million** and federal orphan drug tax credit carryforwards of approximately **$1.06 million**, for which a full valuation allowance has been recorded[840](index=840&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=97&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This item is not applicable to the company - Not applicable[519](index=519&type=chunk) [Controls and Procedures](index=97&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of **December 31, 2024**, management concluded that disclosure controls and internal control over financial reporting were effective and adequate, with no material changes during the recent quarter - Management concluded that as of **December 31, 2024**, the company's disclosure controls and procedures were effective[520](index=520&type=chunk) - Based on an assessment using the **COSO 2013 framework**, management concluded that the company's internal control over financial reporting was adequate as of **December 31, 2024**[524](index=524&type=chunk) - No material changes to internal control over financial reporting occurred during the fourth quarter of **2024**[526](index=526&type=chunk) [Other Information](index=98&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the fourth quarter of **2024** - No director or officer adopted, modified, or terminated a Rule **10b5-1** or non-Rule **10b5-1** trading arrangement in the fourth quarter of **2024**[527](index=527&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=98&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[528](index=528&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=98&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's Board comprises seven directors, with a majority independent, overseeing governance through Audit, Compensation, and Nominating committees, and has adopted key ethical and compensation policies - The Board of Directors consists of **seven members**, with **four** determined to be independent[564](index=564&type=chunk) - The positions of Chairman of the Board and Chief Executive Officer are combined and held by **Christer Rosén**[562](index=562&type=chunk) - The Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each composed of independent directors[566](index=566&type=chunk)[567](index=567&type=chunk)[568](index=568&type=chunk) - A family relationship exists: **Christer Rosén** (CEO) is the father of **Alexander Rosén** (Chief Administrative Officer)[560](index=560&type=chunk) - The company has adopted a clawback policy in compliance with SEC and Nasdaq rules, allowing for the recovery of incentive-based compensation from executive officers in the event of an accounting restatement[574](index=574&type=chunk) [Executive Compensation](index=107&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in **2024** primarily comprised base salaries, following significant **2023** equity awards in exchange for forgiven compensation, with non-employee directors receiving cash retainers and stock options 2024 Summary Compensation Table (Total Compensation) | Name and Principal Position | 2024 Total ($) | 2023 Total ($) | | :--- | :--- | :--- | | Christer Rosén, CEO | 154,076 | 1,437,367 | | Saleem Elmasri, CFO | 127,006 | 778,503 | | Marshall Hayward, CSO | 107,800 | 1,141,710 | | Alexander Rosén, CAO | 103,655 | 501,362 | | Alison Silva, President & CBO | 138,544 | 545,083 | - In **2023**, NEOs agreed to forgive significant amounts of accrued compensation in exchange for stock options and restricted stock units[585](index=585&type=chunk)[587](index=587&type=chunk)[588](index=588&type=chunk) - Executive salaries were reduced in late **2023** to conserve cash and were adjusted to **105%** of their original base salaries following the successful IPO[597](index=597&type=chunk)[599](index=599&type=chunk)[854](index=854&type=chunk) - Non-employee directors receive an annual cash retainer of **$30,000** for board service, plus additional retainers for committee service, and an initial option grant to acquire **18,000** shares[657](index=657&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=120&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **March 12, 2025**, executive officers and directors collectively beneficially owned **60.8%** of common stock, with **Christer Rosén** holding **38.0%**, and the **2023 Equity Incentive Plan** serving as the primary vehicle for future grants - As of **March 12, 2025**, all executive officers and directors as a group beneficially owned approximately **60.8%** of the company's common stock[668](index=668&type=chunk) Beneficial Ownership of Key Individuals (as of March 12, 2025) | Name | Percentage of Class | | :--- | :--- | | Christer Rosén (CEO) | 38.0% | | Marshall Hayward, Ph.D (CSO) | 11.0% | | Claes Wahlestedt, M.D., Ph.D. | 10.0% | | Shaun Brothers | 6.1% | - As of **December 31, 2024**, a total of **13,619,527** securities were issuable upon exercise of outstanding options, warrants, and rights, with **5,849,061** securities remaining available for future issuance[671](index=671&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=122&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company engages in related-party transactions, including CEO loans and executive compensation forgiveness for equity, with the Board determining a majority of its directors are independent - The company's CEO has provided working capital loans since inception; the outstanding balance was **$146,432** as of **Dec 31, 2024**[678](index=678&type=chunk) - In **2023**, employees and board members forgave **$4,189,626** in accrued compensation for equity awards, with further forgiveness in **2023** and **2024** for additional equity[682](index=682&type=chunk)[683](index=683&type=chunk)[685](index=685&type=chunk) - In **April 2024**, the CEO exchanged **$266,667** of his related party notes as part of a complex amendment to a third-party senior secured note[680](index=680&type=chunk) - The Board has determined that **four** of its **seven** directors are independent, constituting a majority[688](index=688&type=chunk) [Principal Accountant Fees and Services](index=124&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Total fees paid to independent auditor Assurance Dimensions were **$98,300** in **2024** and **$75,500** in **2023**, primarily for audit and audit-related services, all pre-approved by the Audit Committee Accountant Fees | Fee Type | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Audit Fees | $84,000 | $70,000 | | Audit-Related Fees | $14,300 | $5,500 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | | **Total** | **$98,300** | **$75,500** | - All services provided by the independent registered public accounting firm were pre-approved by the Audit Committee[694](index=694&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=125&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists all documents filed with the Annual Report on Form **10-K**, including financial statements, notes, and an exhibit index of key corporate and contractual agreements - This section contains the index to the company's financial statements and a list of all exhibits filed with the **10-K**[695](index=695&type=chunk)[697](index=697&type=chunk) - Key exhibits include corporate governance documents, employment agreements, the license agreement with **Aquanova AG**, the underwriting agreement for the IPO, and various service and financing agreements[701](index=701&type=chunk)[702](index=702&type=chunk)[705](index=705&type=chunk) [Form 10-K Summary](index=128&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[704](index=704&type=chunk)

PART I—FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) For the nine months ended September 30, 2024, Jupiter Neurosciences reported no revenue, a $0.91 million net loss, and $253 cash, with a $5.7 million working capital deficit and $24.5 million accumulated deficit, later improved by a $9.5 million net IPO for debt repayment Balance Sheet Summary (as of September 30, 2024) | Metric | Sep 30, 2024 (Unaudited) | Dec 31, 2023 | | :--- | :--- | :--- | | Cash | $253 | $28,478 | | Total Assets | $85,546 | $148,592 | | Total Liabilities | $5,836,542 | $5,949,946 | | Total Stockholders' Deficit | ($5,750,996) | ($5,801,354) | Statement of Operations Summary | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Research and Development | $91,911 | $239,458 | $291,655 | $710,063 | | General and Administrative | $401,636 | $1,202,669 | $1,341,271 | $2,625,066 | | Operating Loss | ($493,547) | ($1,442,127) | ($1,632,926) | ($3,335,129) | | Net Loss | ($591,021) | ($1,774,189) | ($911,998) | ($4,354,044) | | Net Loss Per Share (Basic & Diluted) | ($0.02) | ($0.07) | ($0.03) | ($0.16) | Cash Flow Summary (Nine Months Ended) | Metric | Sep 30, 2024 | Sep 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($215,225) | ($319,816) | | Net cash provided by financing activities | $187,000 | $315,000 | | Net Change in Cash | ($28,225) | ($4,816) | | Cash at end of period | $253 | $59,615 | - Subsequent to the quarter end, on December 4, 2024, the company closed an initial public offering (IPO) selling **2,750,000 shares** at **$4.00 per share**, generating gross proceeds of **$11 million** and net proceeds of approximately **$9.5 million**[124](index=124&type=chunk)[127](index=127&type=chunk) [Note 1 – Organization and Description of Business](index=9&type=section&id=Note%201%20%E2%80%93%20Organization%20and%20Description%20of%20Business) Jupiter Neurosciences is a clinical-stage pharmaceutical company developing JOTROL, a unique resveratrol platform for neuro-inflammation, targeting diseases like Parkinson's and Alzheimer's, and completed a fifteen-for-four forward stock split in June 2024 - The company's lead product candidate, JOTROL, is a unique resveratrol platform targeting neuro-inflammation for diseases including Parkinson's, Alzheimer's, Mucopolysaccharidoses Type 1, Friedreich's Ataxia, and MELAS[21](index=21&type=chunk) - On June 14, 2024, the company increased its authorized common stock to **125,000,000 shares** and effected a fifteen-for-four (15:4) forward stock split[26](index=26&type=chunk)[27](index=27&type=chunk) [Note 2 – Significant Accounting Policies](index=10&type=section&id=Note%202%20%E2%80%93%20Significant%20Accounting%20Policies) Prepared under U.S. GAAP, the financial statements show a $0.91 million net loss for the nine months ended September 30, 2024, with a $5.7 million working capital deficit and $24.5 million accumulated deficit, and derivative liabilities are re-measured at fair value - As of September 30, 2024, the company had a working capital deficit of **$5,680,342** and an accumulated deficit of **$24,494,502**, having incurred a net loss of **$911,998** for the nine months then ended[30](index=30&type=chunk) - Research and development expenses are expensed as incurred and totaled **$291,655** and **$710,063** for the nine months ended September 30, 2024, and 2023, respectively[36](index=36&type=chunk) - The company measures its derivative liability related to convertible notes at fair value on a recurring basis, classified as Level 3 in the fair value hierarchy. The liability was **$606,787** as of September 30, 2024, down from **$1,505,398** at year-end 2023[47](index=47&type=chunk) [Note 3 – Related Party Transactions](index=15&type=section&id=Note%203%20%E2%80%93%20Related%20Party%20Transactions) The company relies on CEO loans for working capital ($0.23 million balance as of September 30, 2024), with executives historically receiving partial or no cash salaries, leading to accrued compensation, portions of which were forgiven for equity in 2023-2024 - The company's CEO has provided working capital loans, with a balance of **$228,812** as of September 30, 2024[58](index=58&type=chunk) - In September and December 2023, employees and board members forgave a total of **$4.8 million** in accrued compensation in exchange for stock options and RSUs[61](index=61&type=chunk)[62](index=62&type=chunk) - In March 2024, a former executive forgave **$100,000** of accrued compensation for equity, resulting in a **$40,000 gain** for the company[63](index=63&type=chunk) [Note 5 – Convertible Debt and Derivative Liability](index=16&type=section&id=Note%205%20%E2%80%93%20Convertible%20Debt%20and%20Derivative%20Liability) The company held complex convertible notes with embedded derivatives; an April 2024 amendment to the Senior Secured Note removed its conversion feature, resulting in a $0.95 million gain, and all notes were later converted or repaid with IPO proceeds - In April 2024, an amendment to the Senior Secured Note removed its conversion option, leading to a recorded gain on debt modification of **$951,868**[80](index=80&type=chunk) - The company recorded a gain on change in fair value of derivative liability of **$9,885** for the three months ended Sep 30, 2024, compared to a loss of **$34,086** in the same period of 2023[93](index=93&type=chunk) - The total balance of convertible notes and the Senior Secured Note was approximately **$2.03 million** as of September 30, 2024[85](index=85&type=chunk) [Note 8 – Commitments and Contingencies](index=23&type=section&id=Note%208%20%E2%80%93%20Commitments%20and%20Contingencies) The company has significant future financial commitments, including a $0.15 million convertible note settlement for a legal dispute, and licensing agreements requiring milestone payments (up to $0.6 million and $0.3 million) and royalties (5% and 1.5%) on net sales - A legal dispute with Tiberend Strategic Advisors was settled by issuing a **$150,000** convertible promissory note in March 2023[109](index=109&type=chunk) - The licensing agreement with Aquanova AG for JOTROL includes an annual fee of **$75,000**, milestone payments up to **$600,000** upon marketing approvals, and a **5%** royalty on net sales[117](index=117&type=chunk) - The licensing agreement with Murdoch Children's Research Institute includes milestone payments up to **$300,000** upon marketing approvals and a **1.5%** royalty on net sales for a Friedreich's ataxia treatment[119](index=119&type=chunk) [Note 9 – Subsequent Events](index=26&type=section&id=Note%209%20%E2%80%93%20Subsequent%20Events) Critical post-September 30, 2024 events include the December 4, 2024 IPO, which raised $11 million gross proceeds, used to repay all outstanding senior secured and convertible debt, including Convertible Debt I ($0.11 million) converted into 227,447 common shares - On December 4, 2024, the company closed its IPO, raising gross proceeds of **$11,000,000** and net proceeds of approximately **$9.5 million**[124](index=124&type=chunk)[127](index=127&type=chunk) - Upon the IPO closing, Convertible Debt I was converted into **227,447 shares** of common stock[128](index=128&type=chunk) - In December 2024, the company fully repaid the Senior Secured Note (**$2,102,797**) and Convertible Debt III (**$178,386**) using IPO proceeds[129](index=129&type=chunk)[130](index=130&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's focus on developing JOTROL for neuro-inflammatory diseases, with a particular emphasis on Parkinson's Disease and a strategic expansion into South-East Asia. The financial review highlights a significant decrease in operating expenses in Q3 2024 due to salary reductions. The company's liquidity was critically low at quarter-end ($253 cash) but was substantially improved by a post-quarter IPO that raised ~$9.5 million net, enabling debt repayment and funding future operations, including a planned Phase II trial for Parkinson's Disease [Overview](index=28&type=section&id=Overview) The company is a clinical-stage pharmaceutical firm developing JOTROL, a unique resveratrol formulation for neuro-inflammatory conditions like Parkinson's and Alzheimer's, with a strategic focus on the South-East Asian market, believing JOTROL's formulation overcomes bioavailability issues - The company is primarily targeting Parkinson's Disease and Mild Cognitive Impairment/early Alzheimer's disease with its product candidate, JOTROL[135](index=135&type=chunk) - A strategic focus has been placed on the South-East Asian market, driven by interest in resveratrol, recent patent approvals for JOTROL in Hong Kong and China, and new service agreements to accelerate development in the region[139](index=139&type=chunk) - The company believes JOTROL's patented micellar formulation resolves the poor bioavailability and gastrointestinal side effects that have hindered the use of high-dose resveratrol[140](index=140&type=chunk)[145](index=145&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Operating expenses significantly decreased in Q3 and the first nine months of 2024 due to salary reductions; R&D expenses fell to $0.29 million, G&A to $1.34 million, and net loss narrowed to $0.9 million, influenced by a $0.95 million gain on debt extinguishment Comparison of Operating Expenses (Three Months Ended Sep 30) | Expense Category | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Research & Development | $91,911 | $239,458 | -61.6% | | General & Administrative | $401,636 | $1,202,669 | -66.6% | Comparison of Operating Expenses (Nine Months Ended Sep 30) | Expense Category | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Research & Development | $291,655 | $710,063 | -59.0% | | General & Administrative | $1,341,271 | $2,625,066 | -48.9% | - The decrease in operating expenses for both the three and nine-month periods is primarily attributed to the reduction of employee salaries that began in December 2023[155](index=155&type=chunk)[159](index=159&type=chunk)[165](index=165&type=chunk) - For the nine months ended Sep 30, the company recorded a gain on extinguishment of debt of **$951,868** in 2024, compared to a loss of **$887,946** in 2023, significantly impacting the net loss comparison[171](index=171&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2024, the company's financial position was strained with $253 cash and a $24.5 million accumulated deficit, historically funded by debt and equity, but dramatically improved by a December 4, 2024 IPO providing ~$9.5 million net proceeds for future operations - As of September 30, 2024, the company had cash and cash equivalents of only **$253** and an accumulated deficit of **$24,494,502**[172](index=172&type=chunk) - The company closed an IPO on December 4, 2024, receiving net proceeds of approximately **$9.5 million**, which is expected to fund operations for the foreseeable future[173](index=173&type=chunk) - Management expects operating losses to continue and anticipates needing to raise substantial additional capital in the future to support clinical trials and commercialization[174](index=174&type=chunk) [Critical Accounting Policies](index=38&type=section&id=Critical%20Accounting%20Policies) Management identifies critical accounting policies requiring significant estimates, including research and development, stock-based compensation, clinical trial expenses, and the valuation of convertible notes with embedded derivative liabilities, with fair value determined using the Black-Scholes model and marked-to-market adjustments - Key critical accounting policies include Research and Development, Stock-Based Compensation, Clinical Trial Expenses, and Convertible Notes with Embedded Derivative Liabilities[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk) - Stock-based compensation expense is calculated using the Black-Scholes option pricing model, which requires management assumptions about volatility, option term, and interest rates[187](index=187&type=chunk) - Convertible notes with variable conversion options are treated as having embedded derivatives, which are recorded at fair value at issuance and marked-to-market at each balance sheet date[189](index=189&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Jupiter Neurosciences is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide the information under this item[190](index=190&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) The company's principal executive and financial officers concluded that disclosure controls and procedures were not effective as of September 30, 2024, with no material changes to internal control over financial reporting identified during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were not effective as of September 30, 2024[192](index=192&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, internal controls[193](index=193&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company settled a legal dispute with Tiberend Strategic Advisors over a $0.13 million non-payment claim by issuing a $0.15 million convertible note, with no other material litigation currently pending - A dispute with Tiberend Strategic Advisors over a **$130,400** claim was settled by issuing a **$150,000** convertible note to Tiberend[197](index=197&type=chunk) [Other Items (Risk Factors, Unregistered Sales, Defaults, etc.)](index=41&type=section&id=Item%201A%2C%202%2C%203%2C%204%2C%205%20-%20Other%20Items) As a smaller reporting company, the company is not required to provide Risk Factors and reported no unregistered sales of securities, defaults upon senior securities, or mine safety disclosures, with no material changes to board nominee recommendation procedures - As a smaller reporting company, disclosure of Risk Factors is not required[199](index=199&type=chunk) - The company reported no unregistered sales of securities, defaults upon senior securities, or mine safety issues during the period[200](index=200&type=chunk) [Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications by the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act (Sections 302 and 906) and Inline XBRL data files