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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2025
Curanex Pharmaceuticals Inc
(Exact name of registrant as specified in its charter)
| Nevada | 333-282686 | 83-0741390 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
2 Jericho Plaza, Suite 101B Jericho, NY |
11753 | |
| (Address of principal executive offices) | (Zip Code) |
(718) 673-6078
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, par value $0.0001 per share | CURX | The Nasdaq Capital Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On August 27, 2025, Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”), closed its initial public offering (the “Offering”) of 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $4.00 per share. The Shares were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-282686), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on August 12, 2025 (the “Registration Statement”).
Under the terms of an underwriting agreement dated August 25, 2025 (the “Underwriting Agreement”), with Dominari Securities, LLC, as representative of the underwriters named on Schedule I therein (the “Underwriters”), the Company sold the Shares to the Underwriters at a public offering price of $4.00 per share, for gross Offering proceeds of $15,000,000.
The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were approximately $12,114,369. Following the closing of the Offering, the Company has a total of 27,750,000 shares of Common Stock issued and outstanding. The final prospectus relating to this Offering was filed by the Company with the Commission on August 26, 2025.
On August 27, 2025, we released the press release furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Curanex Pharmaceuticals Inc | ||
| Date: August 27, 2025 | By: | /s/ Jun Liu |
| Name: | Jun Liu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Curanex Pharmaceuticals Inc. Announces Closing of its Initial Public Offering
Jericho, New York, August 27, 2025 — Curanex Pharmaceuticals Inc. (Nasdaq: CURX) (“Curanex” or the “Company”), a developmental stage pharmaceutical company focused on discovering and developing botanical drugs for inflammatory diseases, today announced the closing of its initial public offering (the “Offering”) of 3,750,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $15 million, before deducting underwriting discounts and offering expenses. The Offering was conducted on a firm commitment basis. The Company’s shares of common stock began trading on the Nasdaq Capital Market on August 26, 2025 under the ticker symbol “CURX.”
The Company has granted the underwriters an option, exercisable within 45 days from the close of the Offering, to purchase up to 562,500 additional shares of common stock at the public offering price, less underwriting discounts and expenses.
Dominari Securities LLC acted as the lead underwriter for the Offering, with Pacific Century Securities LLC and Revere Securities LLC acting as co-underwriters. The Crone Law Group, P.C. served as counsel to the Company. Sichenzia Ross Ference Carmel LLP served as lead counsel to the underwriters with respect to the Offering.
A registration statement on Form S-1, as amended (File No. 333-282686) relating to the Offering was previously filed with the Securities and Exchange Commission (the “SEC”) and subsequently declared effective by the SEC on August 12, 2025. The Offering was made only by means of a prospectus, forming a part of the registration statement. A final prospectus relating to the Offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus related to the Offering may be obtained, when available, from Dominari Securities LLC, 725 5th Avenue, 23rd Floor, New York, NY 10022, or by telephone at (212) 393-4500.
Before you invest in the Company, you should read the final prospectus and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Curanex Pharmaceuticals Inc
Curanex Pharmaceuticals Inc is a developmental stage pharmaceutical company headquartered in Jericho, New York, dedicated to discovering and developing botanical drugs for inflammatory diseases. Its lead candidate, Phyto-N, is a botanical extract from a single plant with proven anti-inflammatory properties that acts via multiple targets and mechanisms. Phyto-N has a long history of human use, having treated thousands of patients with inflammatory diseases over 30 years in China, demonstrating favorable tolerability.
The Company has validated Phyto-N’s effects in animal models of six inflammatory diseases: ulcerative colitis, atopic dermatitis, COVID-19, diabetes, nonalcoholic fatty liver disease, and gout. The primary indication is moderate to severe ulcerative colitis. The Company will advance its lead botanical drug candidate, Phyto-N, through FDA-required studies, IND submission, and into Phase I clinical trials.
For more information, visit the Company’s website at www.curanexpharma.com.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company’s proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.
For more information, please contact:
Curanex Pharmaceuticals Inc
Attn: Liqin Xie, Chief Operating Officer
info@curanexpharma.com.