Mr. Nicholas Kadysh reports

PHARMALA BIOTECH SIGNS TERM SHEET TO LICENSE EXCLUSIVE U.S. RIGHTS TO ALA-002, ITS NEXT-GENERATION MDMA THERAPEUTIC, TO JUPITER NEUROSCIENCES, INC. (NASDAQ: JUNS) IN A TRANSACTION VALUED AT OVER $100 MILLION

Pharmala Biotech Holdings Inc. has entered into a term sheet under which Pharmala would grant Jupiter Neurosciences Inc. (Nasdaq: JUNS) exclusive, perpetual United States licensing rights to ALA-002, Pharmala's lead drug candidate and a next-generation, non-racemic MDMA novel chemical entity. The total potential value of the proposed transaction is in excess of $100-million (U.S.) through a combination of upfront consideration, development milestone payments and single-digit royalties on net sales. Pharmala would retain all rights to ALA-002 in territories outside of the United States, including its existing commercial presence through its Cortexa joint venture in Australia.

Pursuant to the term sheet, Pharmala would receive upfront consideration of $3.33-million (U.S.) at closing of the definitive agreement, comprising $1.50-million (U.S.) in cash and $1.83-million (U.S.) in shares of Jupiter common stock, with such shares subject to a 10-day lock-up period. The term sheet additionally provides that further development milestone payments and royalties will be paid to Pharmala as the product is developed, approved and commercialized in the United States. Closing of the definitive agreement, based on the terms and conditions set forth in the term sheet, is to occur no more than 90 days from the execution of the term sheet. Pursuant to the term sheet, Jupiter has agreed to deposit $600,000 (U.S.) into an escrow account upon execution of the term sheet, which shall be credited against the upfront cash consideration payable to Pharmala at closing under the definitive agreement. If the definitive agreement is not executed within 90 days from signing of the term sheet, Pharmala shall receive all of the escrowed cash amount as a reverse termination fee, subject to fault-based carve-outs and exceptions as set forth in the escrow agreement.

About ALA-002

ALA-002 is a patented, non-racemic MDMA formulation recognized by the United States Food and Drug Administration (the FDA) as a novel chemical entity (NCE). It has been engineered to deliver materially improved cardiovascular safety and reduced abuse liability compared with racemic MDMA, while preserving and enhancing the pro-social and therapeutic properties central to MDMA-assisted therapy. Pharmala's clinical-grade MDMA is currently supplied into multiple U.S. government-sponsored clinical trials, including studies funded by the U.S. Department of Veterans Affairs (VA) and the Defense Health Agency (DHA), generating real-world evidence in support of a multibillion-dollar psychedelic therapeutics market.

Strategic rationale

The proposed transaction is intended to give ALA-002 a dedicated U.S. development and commercialization platform through a Nasdaq-listed CNS specialist, while allowing Pharmala to remain focused on executing its global MDXX strategy in all other markets. Pharmala expects the transaction to validate the company's NCE patent strategy, contribute non-dilutive capital and an equity position in a United States-listed counterparty, and free additional resources to support Pharmala's continuing commercial operations through Cortexa in Australia and its broader MDXX-class pipeline in ex-U.S. markets.

"This proposed transaction is a meaningful validation of the years of scientific, regulatory and manufacturing work Pharmala has invested in building ALA-002 into a credible, next-generation MDMA candidate," said Nicholas Kadysh, founding chief executive officer of Pharmala. "Partnering with Jupiter Neurosciences gives ALA-002 a dedicated U.S. development and commercialization home, alongside a CNS-focused team and access to U.S. public capital markets, while Pharmala retains all rights to ALA-002 outside the United States and continues to expand our commercial footprint through Cortexa in Australia and our broader MDXX pipeline globally."

"This proposed transaction is strategically aligned with Jupiter's long-term focus on CNS innovation and the development of therapies intended to address longevity, brain health, neuroplasticity and serious neuropsychiatric conditions," said Christer Rosen, chairman and chief executive officer of Jupiter Neurosciences. "Substantial time and negotiations with the Pharmala team, as well as our initial due diligence of ALA-002, convinced us that with exclusive U.S. rights to ALA-002, Jupiter would be adding a highly differentiated mental health asset that complements our broader mission of advancing novel treatments across the CNS landscape."

Closing conditions

The proposed transaction remains subject to the completion of due diligence, negotiation and execution of definitive agreements, receipt of all required corporate and regulatory approvals (including, where applicable, approval of the Canadian Securities Exchange), and other customary closing conditions. There can be no assurance that a definitive agreement will be executed within the 90-day period contemplated by the term sheet, or at all, or that the proposed transaction will be completed on the terms described in this press release or at all.

About Pharmala Biotech Holdings Inc.

Pharmala Biotech is a biotechnology company focused on the research, development and manufacturing of MDXX class molecules, including MDMA. Pharmala was founded with a dual focus: alleviating the global backlog of generic, clinical-grade MDMA to enable clinical trials as well as commercial sales in selected jurisdictions, and to develop novel drugs in the same class. Pharmala is the only company currently provisioning clinical-grade MDMA for patient treatments outside of clinical trials. Pharmala's research and development unit has completed proof-of-concept research into several IP families, including ALA-002, its lead drug candidate. Pharmala is a regulatory-first organization, formed under the principle that true success in the psychedelics industry will only be achieved through excellent relationships with regulators.

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