Not independent
Tenure on this board
10.4 yrs
7 nominees · 6 ballot items.
Election of seven directors; increase in authorized common shares; adoption of Jupiter Neurosciences, Inc. 2025 Equity Incentive Plan; ratification of Cherry Bekaert LLP as independent registered public accounting firm; approval to issue shares under SEPA with Yorkville (in excess of the 19.99% threshold); and adjournment.
Election of seven director nominees to serve until the 2026 annual meeting; directors nominated by the Board; voting standard for uncontested election is majority of votes cast; proxies will be voted FOR all nominees.
Amendment to increase the number of authorized shares of Common Stock from 125,000,000 to 500,000,000 (and total authorized shares from 130,000,000 to 505,000,000).
Approve the 2025 Equity Incentive Plan to replace the 2023 Plan; authorizes up to 5,250,000 shares for awards; administered by the Compensation Committee; prescribes various award types; effectiveness contingent on stockholder approval; plan expires in 10 years.
Ratify Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; includes discussion of fees for 2024 and 2023.
Authorize issuance of shares in excess of the Exchange Cap for SEPA with Yorkville up to 20 million; includes terms of pricing, conversion, and caps; Nasdaq rule compliance; stockholder approval required to issue beyond cap.
Adjourn the meeting to permit further solicitation of proxies if necessary to attain sufficient votes or a quorum.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VESTOR CAPITAL, LLC | 2.7% | 970,985 | $365 |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.0% | 359,911 | $135K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.5% | 174,856 | $66K |
| 4 | Yorkville Advisors Global, LP | 0.4% | 129,000 | $49K |
| 5 | CITADEL ADVISORS LLC | 0.3% | 101,661 | $38K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.2% | 87,789 | $33K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 0.1% | 36,840 | $14K |
| 8 | NORTHERN TRUST CORP | 0.1% | 25,346 | $10K |
| 9 | Virtu Financial LLC | 0.0% | 13,575 | $5 |
| 10 | UBS Group AG | 0.0% | 3,928 | $1K |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.