Jupiter Neurosciences Inc

This management proposal asks stockholders to approve an amendment to the Company’s 2025 Equity Incentive Plan to add 5,250,000 additional shares to the plan’s share reserve. Management frames the request as essential to retaining and motivating employees, consultants and non-employee directors by preserving the Company’s ability to grant competitive long-term equity incentives, and notes that the Board believes the increase provides sufficient capacity for roughly two more years of awards. The amendment was approved by the Board on June 8, 2026 and is conditioned on shareholder approval and Nasdaq listing rules; approval is also required to preserve favorable tax treatment for incentive stock options under Section 422 of the Internal Revenue Code. Key plan mechanics are unchanged: the Compensation Committee retains broad discretion over grant timing, recipients, vesting, and award types, and certain guardrails (e.g., annual non-employee director limits, anti-dilution adjustments, and prohibition on lowering existing exercise prices without shareholder approval) remain in place. The Board emphasizes that available share capacity was deemed insufficient given outstanding option grants and RSUs, and that further authorization will support upcoming hiring and retention needs amid operational plans. From a governance perspective, approving the increase will dilute existing holders but management argues that dilution is offset by alignment of employee incentives with long-term value creation; investors should compare the requested increase to burn rate, total outstanding options, and recent grant activity disclosed in the Plan Benefits and Outstanding Awards tables. If approved, the Plan will permit future awards subject to the Compensation Committee’s discretion; the Board recommends a “FOR” vote because it views the added flexibility as necessary to execute on business objectives and support management’s human capital strategy. Investors should note that future grants under the amended Plan could be material to share count and that the Compensation Committee may accelerate or adjust awards in change-in-control scenarios as described in the Plan.

This management proposal requests shareholder authorization to amend the Certificate of Incorporation to permit the Board to implement a reverse stock split at any ratio between 1-for-10 and 1-for-100, with the Board retaining discretion over the precise ratio and timing. The Board’s stated rationale is to increase the per-share trading price primarily to regain compliance with Nasdaq’s $1.00 minimum bid-price requirement after receiving deficiency notices, and secondarily to broaden investor interest and potentially improve liquidity. The proxy describes the Nasdaq process and timelines (initial 180-day cure period, potential second 180-day extension upon meeting MVLS and other criteria), and highlights that a reverse split may be necessary if the bid price does not recover. The proposal transparently discusses risks: a reverse split may not produce a sustained price increase, could reduce liquidity by lowering floating share count, increase odd-lot holdings, and potentially reduce market capitalization post-split. The Board also reserves the right to abandon the reverse split even if authorized, and to determine fractional-share cash-out procedures and adjustments to outstanding convertible securities, options and RSUs. From a governance and investor viewpoint, the approval provides the Board a tool to preserve Nasdaq listing but grants broad discretion over the ratio (a range-wide authorization up to 1:100), which can materially affect post-split share count and per-share metrics; shareholders should weigh the trade-off between preserving listing status and dilution/liquidity risks. The Board recommends a “FOR” vote because it believes the reverse split is the most viable proximate mechanism to satisfy Nasdaq listing criteria and avoid potential delisting, but investors should monitor the announced ratio and any subsequent effects on trading and market cap.

This procedural management proposal seeks stockholder approval to adjourn the Annual Meeting, if necessary, to permit additional proxy solicitation or to establish a quorum. The Board seeks this authority as a contingency to ensure that critical proposals (such as the plan amendment and potential reverse split) can be brought to a vote with adequate participation rather than be decided with an insufficiently representative body. Granting adjournment authority is a common governance practice that preserves the Company’s ability to continue outreach to stockholders, solicit missing votes, and ensure compliance with vote thresholds and quorum requirements under Delaware law and the Company’s bylaws. The resolution is discretionary in nature—if approved, the chair or Board designee may adjourn the meeting to a later date to continue solicitation—but does not mandate any particular course of action absent insufficient votes or lack of quorum. While routine, the adjournment power can materially affect the timing of corporate actions and the schedule for implementing approved proposals; it can also provide more time for dissident engagement or further disclosure if contested. The Board recommends a “FOR” vote to allow flexibility and to protect stockholders’ interests by increasing the likelihood that the meeting’s outcomes reflect a sufficiently broad stockholder voice. Investors should note that adjournment authority can be used to continue solicitation but cannot substitute for the substantive votes that shareholders ultimately cast, and any use of adjournment would be disclosed following the meeting.