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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): September 12, 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.
As previously disclosed in a current report on Form 8-K by Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”), on August 27, 2025, 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, for gross proceeds of $15,000,000. 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”). A final prospectus relating to this Offering was filed with the Commission on August 26, 2025.
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 granted the Underwriters an option to purchase up to 562,500 additional shares (the “Option Shares”) at the initial public offering price of $4.00 per share, pursuant to the over-allotment option described in the Underwriting Agreement. By a letter dated September 10, 2025, the Underwriters exercised their option to purchase all of the Option Shares. The purchase and sale of the Option Shares closed on September 12, 2025, resulting in additional gross proceeds of $2,250,000.
Following the closing of the aforesaid sale and issuance of the Option Shares, the Company now has a total of 28,312,500 shares of Common Stock issued and outstanding.
On September 12, 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: September 12, 2025 | By: | /s/ Jun Liu |
| Name: | Jun Liu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Curanex Pharmaceuticals Inc. Announces Exercise of the
Over-Allotment Option by Underwriters
Jericho, New York, September 12, 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 that Dominari Securities LLC, which acted as the lead underwriter for the Company’s underwritten initial public offering (the “Offering” or the “IPO”), has exercised in full the over-allotment option the Company granted to the underwriters and purchased additional 562,500 shares of common stock of the Company at the IPO price of $4.00 per share.
As a result of the sale of these 562,500 shares, the Company has raised an additional $2,250,000 in the Offering, for a total of $17,250,000 million in gross proceeds, before underwriting discounts and other related expenses, through the issuance of a total of 4,312,500 shares of common stock in the Offering.
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 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. These forward-looking statements are made as of the date hereof and 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. 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.