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~~November 235, 2025

Curanex Pharmaceuticals Inc

(Exact name of registrant as specified in its charter)

Nevada

001-42815

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 3.~~02.~~01 ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~September~~ 25November 5, 2025, Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”), ~~issued~~received ~~28,312~~a ~~shares~~letter ~~(the~~from ~~“Shares”) of~~ the ~~Company’s~~Listing ~~common~~Qualifications ~~stock,~~Department ~~par~~of ~~value~~The ~~$0.0001~~Nasdaq ~~per~~Stock ~~share~~Market LLC (~~the~~ “~~Common Stock~~Nasdaq”) tonotifying ~~Xiaohong~~the ~~Song,~~Company ~~an investor~~ that ~~entered~~ ~~into~~for ~~Amended~~the ~~and~~last ~~Restated~~30 ~~Subscription~~consecutive ~~Agreement~~business ~~with~~days the ~~Company~~closing onbid ~~November~~price ~~27,~~for ~~2024 (~~the ~~“Agreement”). In accordance~~Company’s ~~with~~common ~~the terms of the Agreement~~stock, inpar ~~consideration~~value of $~~200,000~~0.0001 ~~subscribed~~per ~~for~~share by(the ~~Mr.~~“Common ~~Song~~Stock”), ~~the~~was ~~Shares~~below ~~were~~$1.00 ~~issued~~per ~~following~~share, ~~successful closing~~which ofis the ~~Company’s~~minimum ~~initial~~closing ~~public~~bid price ~~offering~~ (the “~~IPO~~Minimum Bid Price”) onrequired ~~August~~for ~~27,~~continued ~~2025,~~listing inon ~~which~~The ~~the~~Nasdaq ~~Company~~Capital ~~issued~~Market pursuant to ~~underwriters an~~Nasdaq ~~aggregate~~Listing ofRule 5550(a)(2) ~~3,750,000~~(the ~~shares~~“Notice”). ofThis ~~Common~~Notice ~~Stock,~~has ~~and~~no ~~upon~~immediate ~~additional~~effect ~~closing~~on of the ~~IPO,~~listing onof ~~September 12, 2025, in which~~ the Company ~~issued~~’s ~~562,500 shares of~~ Common Stock which towill ~~underwriters~~continue ~~upon~~to ~~their~~trade ~~exercise~~on ~~of the over-allotment option in full.~~ The ~~Shares~~Nasdaq toCapital ~~Mr.~~Market ~~Song represent~~under ~~0.1% of~~ the 28symbol “CURX”,~~312,500~~ ~~total~~subject ~~outstanding~~to ~~shares~~the ofCompany’s ~~Common~~compliance with ~~Stock at~~ the ~~time~~other ofNasdaq ~~the~~listing ~~issuance~~requirements.

~~The~~In accordance with Nasdaq Listing Rule 5810(c)(3)(A), ~~Shares~~the ~~were~~Company ~~issued~~was inprovided ~~reliance~~a ~~upon~~compliance ~~exemption~~period of 180 calendar days from ~~registration~~the ~~requirements~~date ~~under~~of ~~Section~~the Notice, or until May 4, 2026 (athe “Compliance Period”)~~(2)~~, to regain compliance with the Minimum Bid Price requirement. If at any time during the Compliance Period, the closing bid price of the ~~Securities~~Company’s ~~Act~~Common Stock is at least $1.00 per share for a minimum of ~~1933,~~ten asconsecutive business days (unless the Nasdaq ~~amended~~staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), asNasdaq awill ~~transaction~~provide the byCompany anwritten ~~issuer~~confirmation ~~not~~of ~~involving~~compliance ~~public~~with ~~offering~~the Minimum Bid Price, and the matter will be closed.

~~Item~~If the Company does not regain compliance during the 8Compliance Period, the Company may be eligible for an additional 180-calendar day period to regain compliance with the Minimum Bid Price, provided that it meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on The Nasdaq Capital Market (except the Minimum Bid Price requirement), and notifies Nasdaq of its intent to cure the deficiency by effecting a reverse stock split of its Common Stock, if necessary.~~01.~~ ~~Other~~If ~~Events~~Nasdaq determines that the Company is not eligible for an additional 180 calendar days compliance period or the Company will not be able to cure the deficiency with the Minimum Bid Price requirement within the allotted compliance period, the Company’s stock will be subject to delisting.

As previously disclosed by the Company, the Company received from Dian Ying Jing, Secretary and the wife of the Chief Executive Officer of the Company, loans in the aggregate principal amount of $400,000, including $200,000 loan received on February 4, 2025 and $200,000 loan received on May 21, 2025. To evidence these loans, on February 4, 2025 the Company issued Ms. Jing a promissory note in the principal amount of $200,000, as amended on May 30, 2025, with an interest rate of 4.34% per annum, and a maturity date of February 4, 2027 (the “First Note”), and on May 23, 2025, the Company issued Ms. Jing a new promissory note in the principal amount of $200,000, with an interest rate of 4.34% per annum with a maturity date of May 23, 2027 (the “Second Note”). Both promissory notes provided that the Company may prepay any amounts due under there promissory notes without penalty or premium.SIGNATURES

OnPursuant ~~September~~to ~~23, 2025,~~ the ~~Company~~requirements ~~prepaid~~of the ~~total~~Securities ~~principal~~Exchange ~~amount~~Act ~~and~~of ~~accrued interest on the First Note~~1934, ~~and~~as ~~on September 24~~amended, ~~2025,~~ the ~~Company~~registrant ~~prepaid~~has ~~the~~duly ~~total~~caused ~~principal~~this ~~amount~~report ~~and~~to ~~accrued~~be ~~interest~~signed on ~~the~~its behalf ~~Second Note. The total amount repaid~~ by the ~~Company for~~undersigned ~~these~~hereunto ~~promissory~~duly ~~notes was 408,537~~authorized.32, which includes $400,000 in principal amount and $8,537.32 in total accrued interest, including (i) 5,540.93 accrued interest on the First Note from February 4, 2025 until September 23, 2025, and (ii) 2,996.38 accrued interest on the Second Note from May 23, 2025 until September 24, 2025.

Repayment of these promissory notes eliminated the balance of the Company’s outstanding debt, as well as approximately $26,182.68 of interest charges that would have been payable with respect to these promissory notes between the repayment dates and the maturity dates thereof.

	Curanex Pharmaceuticals Inc

Date: November 6, 2025	By:	/s/ Jun Liu
	Name:	Jun Liu
	Title:	Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
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 29, 2025	By:	/s/ Jun Liu
	Name:	Jun Liu
	Title:	Chief Executive Officer

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