Jupiter Neurosciences signs U.S. license deal with PharmAla for ALA-002

Jupiter Neurosciences, Inc. and PharmAla Biotech Holdings Inc. entered into a definitive Strategic Asset License Agreement on July 20, 2026, with terms that differ in certain respects from and supersede the non-binding summary disclosed in a prior 8-K filed May 20, 2026¹. PharmAla is described as a Canadian biotechnology company engaged in the research, development and GMP production of MDXX-class psychedelics, including clinical-grade MDMA and novel analogues, and owns a proprietary investigational compound known as ALA-002¹, while Jupiter is a clinical-stage pharmaceutical company focused on therapies for neuroinflammation and CNS disorders¹.

Under the deal, PharmAla granted Jupiter an exclusive royalty-bearing, sublicensable license to develop, manufacture and commercialize products incorporating or derived from ALA-002 for all human therapeutic, prophylactic, palliative, diagnostic and supportive uses, solely in the United States, its territories, possessions and commonwealths, including Puerto Rico¹.

Financially, Jupiter will pay PharmAla an aggregate upfront payment of $3,333,333, comprised of $1,500,000 in cash (less a $600,000 escrow deposit already made) and $1,833,333 in Jupiter common stock¹. Development milestone payments could total up to $23,333,333, including $3,333,333 upon first dosing in a Phase 3 trial and $20,000,000 upon first FDA approval of an NDA for a Licensed Product¹. Commercialization milestones could total up to $73,333,333, tied to net sales thresholds of $333,333,333, $1,000,000,000 and $2,000,000,000¹. A 3% royalty on net sales applies once the third commercialization milestone becomes payable¹.

Jupiter is obligated to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize Licensed Products, including achieving first commercial sale within six months of NDA approval¹. The agreement becomes effective upon satisfaction of specified conditions, including payment of the initial cash consideration and escrow release, and otherwise continues in perpetuity unless terminated¹.