Curanex (NASDAQ: CURX) ramps Phyto-N R&D as Nasdaq listing faces bid-price deadline
Curanex Pharmaceuticals reported a net loss of $3.15 million for the three months ended March 31, 2026, sharply higher than $0.14 million a year earlier, as it ramped spending on its botanical drug pipeline.
General and administrative expenses rose to $0.93 million, while research and development reached $2.26 million, driven by IND‑enabling studies for lead candidate Phyto‑N and other programs. The company held cash and cash equivalents of $4.02 million and reported total assets of $8.41 million, with $3.91 million recorded as prepaid R&D to CROs and CDMOs.
Management concluded prior substantial doubt about going concern has been alleviated, citing IPO‑related net proceeds of roughly $15.3 million and projected liquidity for at least 12 months. Curanex advanced manufacturing and toxicology milestones for Phyto‑N, added cancer cachexia as a new core indication, but also disclosed ongoing Nasdaq minimum bid price non‑compliance that may require a reverse stock split to avoid potential delisting by November 2, 2026.
Positive
- None.
Negative
- Nasdaq minimum bid price risk: The company remains non‑compliant with Nasdaq’s $1.00 minimum bid requirement and has until November 2, 2026 to regain compliance, potentially via a reverse stock split, or face possible delisting.
Insights
Losses widen as Curanex accelerates Phyto‑N and faces Nasdaq bid‑price pressure.
Curanex posted a quarterly net loss of $3.15 million, with operating expenses dominated by $2.26 million in R&D and $0.93 million in G&A. This reflects a shift into intensive IND‑enabling work, supported by IPO proceeds of about $15.3 million received in 2025.
Cash and cash equivalents were $4.02 million at March 31, 2026, plus sizeable prepaid R&D of $3.91 million. Management now asserts no substantial doubt about going concern for at least 12 months, but continuing net operating losses and a full valuation allowance against $1.99 million of deferred tax assets underline the early‑stage risk profile.
Programmatically, GMP pilot‑scale manufacturing and dose‑range finding toxicology for Phyto‑N, along with expansion into cancer cachexia, push the pipeline forward ahead of a targeted ulcerative colitis IND filing in Q4 2026. At the same time, Nasdaq minimum bid price non‑compliance and a possible reverse split by November 2, 2026 introduce listing‑status uncertainty that investors will need to weigh against development progress in future filings.
Key Figures
Key Terms
Investigational New Drug medical
Good Manufacturing Practice (GMP) technical
cancer cachexia medical
Series A Super Voting Preferred Stock financial
emerging growth company regulatory
Minimum Bid Price requirement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
Commission
File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As
of May 14, 2026, the registrant had
TABLE OF CONTENTS
| Page | ||
| PART I – FINANCIAL INFORMATION | 4 | |
| Item 1. | Unaudited Financial Statements. | 4 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 19 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | 23 |
| Item 4. | Controls and Procedures. | 23 |
| PART II – OTHER INFORMATION | 24 | |
| Item 1. | Legal Proceedings. | 24 |
| Item 1A. | Risk Factors. | 24 |
| Item 2. | Unregistered Sales of Equity Securities. | 24 |
| Item 3. | Defaults Upon Senior Securities. | 24 |
| Item 4. | Mine Safety Disclosures. | 24 |
| Item 5. | Other Information. | 24 |
| Item 6. | Exhibits. | 25 |
| SIGNATURES | 26 | |
| 2 |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements contained in the Quarterly Report include, but are not limited to, statements about:
| ● | our future financial performance, including our revenue, costs of revenue, operating expenses and profitability; | |
| ● | the sufficiency of our cash and cash equivalents to meet our liquidity needs; | |
| ● | the availability of financing for smaller publicly traded companies like us; and | |
| ● | our ability to effectively manage our growth and future expenses. |
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements include information concerning possible or assumed future results of our operations, including statements about our business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, our ability to obtain or maintain patents or other appropriate protection for our intellectual property, and any other statements that are not historical facts.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
As used in this Quarterly Report and unless otherwise indicated, the terms “Curanex,” “we,” “us,” “our,” or “Company” refer to Curanex Pharmaceuticals Inc, a Nevada corporation.
| 3 |
CURANEX PHARMACEUTICALS INC
AS OF MARCH 31, 2026
PART I- FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS
| Balance Sheets | 5 |
| Statements of Operations | 6 |
| Statements of Changes in Shareholders’ Equity | 7 |
| Statements of Cash Flows | 8 |
| Notes to Financial Statements | 9 |
| 4 |
CURANEX PHARMACEUTICALS INC
BALANCE SHEETS
As of March 31, 2026 | As of December 31, 2025 | |||||||
| （Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total current assets | ||||||||
| Right-of-Use Asset | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Accounts payable | ||||||||
| Lease Liability, current | ||||||||
| Total current liabilities | ||||||||
| Lease Liability, noncurrent | ||||||||
| TOTAL LIABILITIES | ||||||||
| Shareholders’ equity | ||||||||
| Common stock, | ||||||||
| Preferred stock, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
CURANEX PHARMACEUTICALS INC
UNAUDITED STATEMENTS OF OPERATIONS
| 2026 | 2025 | |||||||
For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| General & administrative | $ | $ | ||||||
| Research & Development | - | |||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest Expense | - | ( | ) | |||||
| Other income | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share: Basic and Diluted | ( | ) | ( | ) | ||||
| Weighted average number of common shares outstanding: Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
CURANEX PHARMACEUTICALS INC
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
| Shares | Amount | Shares | Amount | issued | Capital | Deficit | Total | |||||||||||||||||||||||||
| Common Stock | Preferred Stock | Common | Additional | |||||||||||||||||||||||||||||
| Number of | Number of | Stock to be | Paid in | Accumulated | ||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | issued | Capital | Deficit | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Balance | $ | $ | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Share based compensation | - | - | - | - | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Balance | $ | $ | $ | - | $ | $ | ( | ) | $ | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
CURANEX PHARMACEUTICALS INC
UNAUDITED STATEMENTS OF CASH FLOWS
| 2026 | 2025 | |||||||
For the three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Amortization of right-of-use assets | ||||||||
| Stock-based Compensation Expense | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Interest payable | - | |||||||
| Accrued expenses | ( | ) | ||||||
| Other current assets | - | ( | ) | |||||
| NET CASH USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Loan from shareholders | - | |||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | - | |||||||
| NET INCREASE (DECREASE) IN CASH | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| Supplemental schedule of cash flow information: | ||||||||
| Non-cash investing & financing activities: | ||||||||
| Recognition of right-of-use asset in exchange for lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 8 |
CURANEX PHARMACEUTICALS INC
NOTES TO FINANCIAL STATEMENTS
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Curanex Pharmaceuticals Inc (the “Company”) was originally incorporated as Durand Damiel Health Inc. under the laws of the State of New York on June 1, 2018. The Company is headquartered in Jericho, NY, with an initial focus on research and development of health products and botanical medicines.
On November 9, 2023, the Company was rebranded as Curanex Pharmaceuticals Inc, and shifted its focus to discovering, developing, and commercializing innovative botanical drugs for treating major unmet medical needs in patients with inflammatory diseases.
On June 10, 2024, Curanex Pharmaceuticals Inc., a New York corporation (“Curanex NY”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Curanex Pharmaceuticals Inc, (the “Surviving Corporation”), a newly formed Nevada corporation and wholly owned subsidiary of Curanex NY. Pursuant to the Merger Agreement, on the same date, Curanex NY, as the parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, Curanex NY ceased its legal existence as a New York corporation, and the Surviving Corporation continued the business as the surviving corporation under the name “Curanex Pharmaceuticals Inc”
The financial statements for the year ended 2024 reflect the impact of the Reincorporation Merger. In accordance with ASC 805 Business Combinations, the merger has been treated as a reorganization under common control. As such, the assets and liabilities have been transferred to the Surviving Corporation at their historical carrying amounts, and no gain or loss has been recognized in connection with the merger. The balance sheet now presents the Nevada corporation as the surviving entity, incorporating the combined assets and liabilities of the predecessor and the successor entities.
This merger did not result in any changes to the reported financial position or results of operations for prior periods, as the historical financial information of the Company has been carried forward to the Surviving Corporation. The impact of the merger on the financial statements is primarily legal and administrative, ensuring the continuity of the Company’s operations under the new jurisdiction without interruption. Consequently, the financial statements include all transactions and balances of both the original and the surviving entities, presented as if the merger had occurred at the beginning of the earliest period presented. This approach ensures consistency and comparability in the financial reporting of the Company’s ongoing business activities.
On August 27, 2025, the Company successfully completed its initial public offering (the “IPO”) and began trading on the Nasdaq Capital Market under the ticker symbol “CURX.”
Following
the completion of our IPO, the Company incurred significant research and development (“R&D”) expense, totaling approximately
$
On April 2, 2026, the Company expanded its drug development pipeline by adding cancer cachexia as a new core indication, supplementing its existing six core therapeutic areas. Cancer cachexia is a severe, cancer-related wasting syndrome with high prevalence among advanced cancer patients, limited treatment alternatives and no approved therapies in the United States, representing substantial unmet medical needs and considerable long-term commercial potential. While continuing to advance its lead preclinical candidate Phyto-N and other pipeline assets targeting inflammatory, metabolic and physical decline-related diseases, the Company’s strategic expansion into cancer cachexia further diversifies its product portfolio, aligns with its long-term therapeutic development focus, and strengthens its overall positioning as an emerging biotechnology company.
| 9 |
Basis of Accounting
The accompanying unaudited interim financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented have been included. The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full fiscal year or any future period.
Use of Estimates
The preparation of the Company’s unaudited interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions reflected in these interim financial statements are consistent with those described in the Company’s most recent annual financial statements.
These estimates and assumptions are based on historical experience and other factors that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates, and such differences may be material to the financial statements.
Management evaluates its estimates on an ongoing basis. Changes in estimates are recognized in the period in which they become known and, if applicable, in future periods.
Going Concern
At the end of each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern, by reviewing the Company’s performance, resources, and future obligations. This assessment considers conditions and events that are known and reasonably knowable as of the date the financial statements are issued, and involves critical judgments regarding the Company’s short and long-term operating budgets, expected profitability, investment and financing activities, and strategic planning.
In prior years, the Company disclosed conditions that raised substantial doubt about its ability to continue as a going concern. Management has re-evaluated the Company’s liquidity and capital resources for the twelve-month period from the date of issuance of these unaudited interim financial statements. While certain conditions and events that previously raised substantial doubt may continue to exist, management’s plans, including the successful completion of the Company’s initial public offering and related capital raising activities, resulting improvement in liquidity, were determined to mitigate the substantial doubt regarding the Company’s ability to continue as a going concern. Accordingly, management concluded that no substantial doubt exists about the Company’s ability to continue as a going concern.
As
of March 31, 2026, the Company had cash and cash equivalents of approximately $
Accordingly, management concluded that the factors which previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated, and the accompanying condensed financial statements have been prepared on a going concern basis.
| 10 |
Cash
The
Company maintains balances with multiple financial institutions, with balances periodically exceeding the Federal Deposit Insurance
Corporation (FDIC) insurance limit of $
Basic and Diluted Net Loss per Common Share
The Company computes loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. During the three months ended March 31, 2026, and 2025, the Company had no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.
Initial Public Offering
The Company completed its IPO of
In
connection with the IPO, total offering costs were approximately $
After
deducting total underwriting discounts, commissions, and offering expenses, the Company received net cash proceeds of approximately
$
Over-Allotment Option
On
September 12, 2025, the underwriters exercised their option to purchase an additional
All costs directly attributable to the over-allotment exercise were likewise recorded as a reduction of APIC within stockholders’ equity, consistent with the accounting for the initial closing.
Fair Value of Financial Instruments
ASC 820 Fair Value Measurements and Disclosures establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; | |
| ● | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and | |
| ● | Level 3 – Inputs that are not based on observable market data. |
The carrying amounts of cash and accrued liabilities approximate fair value because of the short-term nature of these items.
| 11 |
Leases & Right of Use Assets
The Company adopted ASC 842 Leases on January 1, 2022. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. Contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases giving rise to right-of-use assets.
At the commencement date, a right-of-use asset is measured at cost, where cost comprises: (a) the amount of the initial measurement of the lease liability; (b) any lease payments made at or before the commencement date, less any lease incentives received; (c) any initial direct costs incurred by the Company; and (d) an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.
A lease liability is initially measured at the present value of the unpaid lease payments. Subsequently, the Company measures a lease liability by: (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) re-measuring the carrying amount to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments. Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated amortization and any accumulated impairment losses; and adjusted for any re-measurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term.
Research and Development Costs
The Company accounts for research and development (“R&D”) costs in accordance with ASC 730, Research and Development. R&D costs are expensed as incurred unless they represent nonrefundable advance payments for goods or services to be received in the future. Nonrefundable advance payments to third parties—such as Contract Research Organizations (“CROs”), Contract Development and Manufacturing Organizations (“CDMOs”), clinical sites, and other service providers—are recorded as prepaid expenses and recognized in R&D expense as the related services are performed, generally over the contractual period of performance.
R&D expense primarily includes employee-related costs (salaries, benefits, and stock-based compensation) for personnel engaged in R&D; fees to CROs, CDMOs, consultants, and other third parties; clinical trial and preclinical study costs; and costs to manufacture and test preclinical and clinical materials. The Company records accruals for services performed but not yet invoiced based on estimates of work completed, patient enrollment/visits, manufacturing progress, and data from vendors. Up-front set-up or activation fees under executory service arrangements are deferred and recognized over the expected period of performance. Materials, equipment, and licenses with no alternative future use are expensed when incurred; items with alternative future use are capitalized and recognized in accordance with the applicable guidance. Prepaid R&D balances are evaluated for recoverability and adjusted for changes in project scope, timing, or cancellations.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes. This standard requires the Company to use the asset and liability method, which involves making estimates and assumptions and exercising judgment regarding the carrying values of assets and liabilities. These values are subject to inherent accounting estimates, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences, and potential audits of income tax filings by tax authorities.
| 12 |
Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years when those temporary differences are expected to be recovered or settled. The impact of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.
When the Company incurs losses for income tax purposes, it assesses the probability of future taxable income based on budgeted forecasts. These forecasts are adjusted to account for non-taxable income and expenses and specific rules on the use of unused credits and tax losses. If the forecasts indicate that sufficient future taxable income will not be available to deduct the temporary differences, a deferred tax asset is not recognized for all deductible temporary differences.
Related Party Transactions
The Company identifies and accounts for related party transactions, disclosing them in accordance with ASC 850, Related Party Disclosures, and other relevant ASC standards. Parties are considered related to the Company if they, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include the principal owners of the Company, its management, members of the immediate families of the principal owners and management, and other parties with which the Company may engage in transactions if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.
Segment Reporting
Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer is its CODM. The Company’s CODM uses GAAP financial statements for the purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined that it operates in one operating and one reportable segment. The Company’s long-lived assets are entirely based in the United States.
Recent Accounting Pronouncements
The Company is classified as an “emerging growth company” (EGC) under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). This classification allows EGCs to delay adopting new or revised accounting standards issued after the enactment of the JOBS Act until these standards apply to private companies. The Company has chosen to delay the adoption of these new or revised accounting standards.
The Company is classified as a “smaller reporting company” (SRC) under the Securities and Exchange Commission (SEC) regulations. This classification allows SRCs to provide scaled disclosures in their SEC filings, including reduced financial statement and executive compensation disclosure requirements. The Company has elected to take advantage of these scaled disclosure requirements to simplify its reporting processes.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 5, Income Taxes for the inclusion of new disclosures required.
The Company evaluated the impact of ASU 2024-03, Disaggregation of Income Statement Expenses, issued by the Financial Accounting Standards Board (“FASB”) as issued by the FASB in March 2024. The update requires additional disclosures to provide disaggregated information about certain expense captions presented in the income statement, including, among other items, inventory, employee compensation, depreciation, and amortization, to enhance transparency into the nature of expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its financial statement disclosures. While the standard is not expected to have an impact on the Company’s results of operations, financial position, or cash flows, it is expected to result in expanded disclosures upon adoption.
Apart from as mentioned above, management does not believe that other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of operations, or cash flows.
| 13 |
2. Accrued Expenses
A summary of accrued expenses is as follows:
Schedule of Accrued Expenses
As
of | As
of | |||||||
| (Unaudited) | ||||||||
| Accounting fees | $ | - | $ | |||||
| Payroll expenses | ||||||||
| Rent | ||||||||
| Tax fees | - | |||||||
| Total Accrued Expenses | $ | $ | ||||||
3. Prepaid expenses
A summary of prepaid expenses is as follows:
Schedule of Prepaid Expenses
As
of | As
of | |||||||
| (Unaudited) | ||||||||
| Insurance | $ | $ | ||||||
| R&D | ||||||||
| Other | ||||||||
| Total Prepaid Expenses | $ | $ | ||||||
4. Lease
On
January 1, 2025, the Company assumed an office lease from Duraviva Pharma Inc. (“Duraviva”), a New York corporation under
common control, through a lease assignment agreement. The
The following summarizes information about the Company’s lease as of March 31, 2026 and December 31, 2025.
Schedule of Lease
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Amount recognized in the income statements | ||||||||
| Operating lease expense | $ | $ | ||||||
| 14 |
As of March 31, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Amount recognized in the balance sheets | ||||||||
| Right-of-use assets | $ | | $ | | ||||
| Operating lease liabilities | ||||||||
| Amount recognized in the income statements | ||||||||
| Operating lease expense | $ | $ | ||||||
| Cash paid for amounts included in the measurement of lease liabilities | ||||||||
| Operating lease expense | $ | $ | ||||||
| Lease commitment | ||||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Total future minimum lease payments | ||||||||
| less imputed interest | ( | ) | ( | ) | ||||
| Present value of lease liabilities | $ | $ | ||||||
| Supplement information | ||||||||
| Discount rate | % | % | ||||||
| Remaining lease term | ||||||||
5. Income Taxes
Due to the Company’s net losses and the valuation allowance provided on the related deferred tax assets, there were no provisions for income taxes for the three months ended March 31, 2026 and 2025.
The components of income tax provision (benefit) for the three months ended March 31, 2026 and 2025 are as follows:
Schedule of Components of Income Tax Provision (benefit)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expense: | ||||||||
| Federal | $ | - | $ | - | ||||
| State and local | - | - | ||||||
| Total current income tax expense: | - | - | ||||||
| Deferred income tax expense (benefit) | ||||||||
| Federal | - | - | ||||||
| State and local | - | - | ||||||
| Total deferred income tax expense | - | - | ||||||
| Total income tax provision (benefit) | $ | - | $ | - | ||||
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The following table presents a reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate for the three months ended March 31, 2026 and 2025:
Schedule of Reconciliation of Effective Tax Rate
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| U.S. federal statutory rate | % | % | ||||||
| State and local taxes, net of federal benefit | % | % | ||||||
| Change in valuation allowance | ( | )% | ( | )% | ||||
| Effective tax rate | - | % | - | % | ||||
Deferred income tax assets as of March 31, 2026 and December 31, 2025, are as follows:
Schedule of Deferred Income Tax Assets
As of March 31, 2026 | As of December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| Net operating losses carry forwards | $ | $ | ||||||
| Others | - | - | ||||||
| Total deferred tax assets | ||||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | - | $ | - | ||||
In assessing the realization of deferred tax assets, management evaluates whether it is more likely than not that some or all of these assets will not be realized. The ultimate realization of deferred tax assets depends on generating future taxable income during the periods when these temporary differences become deductible.
Based
on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be realizable.
Accordingly, the Company has applied a full valuation allowance against its net deferred tax assets as of March 31, 2026 and December
31, 2025. The net change in the total valuation allowance between March 31, 2026, and 2025, was an increase of $
The Company is subject to U.S. federal and state income tax examinations by the Internal Revenue Service (IRS) and relevant state tax authorities. The Company is incorporated in the state of Nevada, which does not impose a corporate income tax.
The
Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
As of March 31, 2026, and December 31, 2025, the Company did not have any significant uncertain tax positions or unrecognized tax benefits.
Additionally, as of March 31, 2026, and December 31, 2025, the Company has federal net operating loss carryforwards of $
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6. Related Party Transactions
In January 2025, Duraviva also assigned its office lease to the Company. The terms of the lease, including the original lease end date, remained unchanged upon reassignment. The Company accounted for the lease under ASC 842 as an operating lease. Please refer to Note 4 Lease.
In
February and May 2025, the Company received two $
In
September 2025, following the completion of the Company’s IPO, the shareholder loans were fully repaid, including all accrued interest.
Total interest paid upon settlement amounted to $
7. Shareholders’ Equity
Common Stock
The
Company is authorized to issue
As
of December 31, 2024, the Company had
During the year of 2025, the Company completed the following equity issuances in connection with its initial public offering and related activities:
| ● | ||
| ● | ||
| ● |
Following
these issuances, the Company had
On
March 18, 2026, we issued an aggregate of
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Subscriptions Received – Shares to be Issued
In
2019, the Company received $
Following
the successful completion of the IPO, the Company issued
Preferred Stock
The
Company is authorized to issue
On
June 14, 2024, the Company’s Board of Directors approved the issuance of
8. Subsequent Events
The Company has evaluated subsequent events through the date when the financial statements were issued and determined that no subsequent events requiring adjustment to or disclosure in the financial statements were identified.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” which appear in our annual report on Form 10-K filed with the SEC on March 30, 2026 that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.
Overview
We are a developmental stage pharmaceutical company dedicated to discovering, developing and commercializing innovative botanical drugs to treat patients suffering from inflammatory diseases. Our mission is to address significant unmet medical needs and to improve patients’ lives by harnessing the power of natural substances. We are dedicated to discovering, developing and commercializing botanical medicines for treating patients with immune and inflammatory diseases and to develop therapies that may offer potential benefits to patients with unmet clinical needs in various fields, such as autoimmune diseases, metabolic diseases and viral infections. We are committed to “Bringing hope and healing through the wisdom of plants.”
Our business strategy is centered on developing innovative botanical drugs, with a focus on Phyto-N as our lead candidate, for the treatment of inflammatory diseases. Phyto-N is a proprietary botanical extract with chemical components and pharmacological activities that harnesses potential anti-inflammatory properties of a medicinal plant with a long history of human use. Phyto-N has a long history of use in Chinese traditional medicine, which focuses on an alternative herbal medical practice, and has shown positive results in animal models of multiple inflammatory diseases. We aim to prioritize the development of Phyto-N and its active compounds, to conduct further preclinical and clinical studies to evaluate its therapeutic potential and safety profile, and if warranted, to seek the necessary regulatory approval in order to commercialize Phyto-N.
On August 27, 2025, the Company completed its initial public offering (the “IPO”) and its shares of common stock are quoted on The Nasdaq Capital Market under the symbol “CURX.” On September 12, 2025, we completed the additional closing related to the IPO, in which the underwriters in the IPO fully exercised their over-allotment option pursuant to the underwriting agreement dated August 25, 2025 with Dominari Securities, LLC, as representative of the underwriters. The Company is utilizing the net proceeds from the IPO primarily for (i) the development of its lead product candidate, Phyto-N, for the treatment of ulcerative colitis; (ii) to conduct FDA-required GLP toxicology and pharmacokinetic studies for Phyto-N in ulcerative colitis, (iii) to prepare and submit an IND application.
We are planning to submit an IND for the treatment of ulcerative colitis in the fourth quarter of 2026. If allowed to proceed by the FDA, a Phase I trial will be initiated 30 days post-IND submission. If the Phase I trial is completed with positive results, we intend to proceed with a Phase II trial for ulcerative colitis as our lead indication. Contingent upon the success of our ulcerative colitis trials, available funding, and other strategic considerations, Curanex may subsequently initiate additional Phase II trials in other high-value indications such as atopic dermatitis, coronavirus (COVID-19), gout, diabetes, and NAFLD, or may seek to license out these indications to third parties at the Phase II stage. This multiple indication strategy represents our long-term vision to explore and maximize the value of Phyto-N and build a robust pipeline of botanical drug candidates targeting inflammatory diseases. The successful completion of these clinical trials could position Phyto-N as a potential botanical drug candidate for multiple inflammatory indications, addressing specific unmet medical needs. If approved, Phyto-N could provide patients with new treatment options for various inflammatory conditions.
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The Company is also expanding its drug development pipeline and will focus on a new core indication: cancer cachexia, a serious cancer-associated wasting syndrome marked by progressive weight loss, muscle depletion, weakness and declining physical function. The management believes that the focus on treatment of cancer cachexia aligns with the Company’s broader focus on treatment of serious diseases involving inflammation, metabolic disruption and physical decline. While Curanex remains committed to advancing its lead ulcerative colitis program, the Company believes that by expanding its long-term pipeline potential by also focusing on cancer cachexia treatment, the Company will strengthen its positioning as an emerging therapeutics company.
Recent Developments
GMP Pilot-Scale Manufacturing Milestone
In February 2026, Curanex successfully completed a pilot-scale batch of Phyto-N manufactured under Good Manufacturing Practice (GMP) standards. This GMP-compliant material is intended to support Good Laboratory Practice (GLP)-compliant toxicology, pharmacokinetic, and other IND-enabling nonclinical studies. Completion of the GMP pilot-scale batch represents an important step in strengthening the Company’s manufacturing foundation as it advances toward IND submission.
Key Chemistry, Manufacturing and Controls (CMC) activities completed to date include:
| ● | Development of quality control methods for botanical raw materials and extracted drug substance; | |
| ● | Laboratory scale process optimization, including extraction, concentration, and drying; and | |
| ● | Scale-up and production of GMP-compliant pilot material. |
With GMP pilot-scale material now available, the Company is actively working on initiating formal GLP toxicology and pharmacokinetic studies as part of its IND preparation.
Dose-Range Finding Toxicology Study
In March 2026, the Company announced the successful completion of a dose-range finding toxicology study of Phyto-N, conducted in Sprague-Dawley rats and dogs. The study evaluated repeat-dose oral tolerability over 28 days at multiple dose levels and was designed to inform dose selection and study design for the Company’s subsequent GLP-compliant toxicology studies. The maximum feasible dose identified in this study will serve as the high-dose anchor for the design of the pivotal GLP toxicology studies that will form a core component of the Company’s IND submission. These results keep the program on schedule toward the Company’s target IND filing in the fourth quarter of 2026.
Nasdaq Notifications regarding Minimum Bid Price Requirement.
On November 5, 2025, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for our Common Stock for the previous 30 consecutive business days was below $1.00 per share, which is the minimum closing bid price (the “Minimum Bid Price”) required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Notice”). The Notice indicated that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the Notice, or until May 4, 2026, to regain compliance with the Minimum Bid Price requirement.
On May 5, 2026, Nasdaq notified the Company that although the Company has not regained compliance with the Minimum Bid Price Requirement, the Company is eligible to receive an additional 180 calendar day period or until November 2, 2026, to regain compliance with the Minimum Bid Price Requirement. Nasdaq’s determination to grant the Company an additional 180 calendar day period was based on the Company’s satisfaction of the continued listing requirements for the market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. Additionally, the Company has provided Nasdaq with written notice of its intention to cure the deficiency during the second compliance period, by implementing a reverse stock split, if necessary.
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If at any time during this second compliance period, the closing bid price of the Company’s Common Stock is at least $1.00 per share for a minimum of ten consecutive business days (unless the Nasdaq staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)), Nasdaq will provide the Company written confirmation of compliance with the Minimum Bid Price, and the matter will be closed. If compliance cannot be demonstrated by November 2, 2026, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel.
The Company is currently monitoring the closing bid price of its common stock and will consider available options, including a reverse stock split, if appropriate, to regain compliance with the Minimum Bid Price Requirement by November 2, 2026. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with other listing requirements of the Nasdaq Capital Market.
Results of Operations
Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025
Revenue and Cost of Sales
We did not generate any revenue during the three months ended March 31, 2026, or 2025. This is consistent with our focus on advancing the development of our botanical drug candidates and progressing toward our clinical and regulatory milestones.
We anticipate generating revenue only upon successful commercialization of our product candidates or from entering into strategic licensing agreements. However, there is no assurance as to the timing or likelihood of these events.
Operating Expenses
General and Administrative Expenses
General and administrative expenses were $927,197 for the three months ended March 31, 2026, compared to $137,452 for the same period in 2025. The increase was primarily attributable to higher personnel-related expenses, including approximately $466,518 of increased payroll costs, as our founder and certain members of senior management began receiving compensation following the completion of our IPO, whereas little or no cash compensation had been paid to these individuals prior to that time. The increase also reflects higher professional fees and other costs associated with operating as a public company.
Research and Development Expenses
Following our initial public offering, we continued to invest in research and development (“R&D”) activities primarily related to FDA-mandated investigational new drug (“IND”) studies targeting ulcerative colitis, atopic dermatitis, rheumatoid arthritis, gouty arthritis, and diabetic foot. For the three months ended March 31, 2026, R&D expenses totaled $2,256,162, primarily reflecting costs incurred under service agreements for IND-related studies and research activities, with such costs recognized over the respective service period in accordance with the terms of the underlying agreements. As of March 31, 2026, the Company recorded $3.9 million in prepaid R&D, representing advance payments to Contract Research Organizations (“CROs”) and Contract Development and Manufacturing Organizations (“CDMOs”) for services to be rendered under ongoing IND studies. We expect R&D spending to remain significant as these studies progress but to moderate in future periods until FDA approvals are obtained and clinical trial activities commence.
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Other Income (Expense)
For the three months ended March 31, 2026, other income was $33,131, primarily interest income earned on cash and cash equivalents. The increase was primarily attributable to higher interest income earned on the Company’s cash balances. The higher interest income primarily reflects increased cash balances following the receipt of net proceeds from the Company’s IPO.
Net loss
As a result of foregoing, the Company recorded a net loss of $3,150,228 for the three months ended March 31, 2026, compared to $137,583 for the three months ended March 31, 2025.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through March 31, 2026, we have funded our operations, principally with the issuance of equity and debt.
On August 27, 2025, we closed the IPO pursuant to the Underwriting Agreement. The net proceeds to the Company from the IPO, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated offering expenses were approximately $12,871,280. In addition, on September 12, 2025, we had a closing of the Option Shares, resulting in the net proceeds of approximately $2,070,000.
As of March 31, 2026, we had cash and cash equivalents totaling $4,018,574, compared to $198,943 as of March 31, 2025. The increase in cash and cash equivalents was primarily attributable to net proceeds of approximately $15.3 million received from the Company’s IPO completed in August 2025 and the exercise in full of the underwriters’ over-allotment option in September 2025.
We believe our existing cash and access to shareholders’ support are sufficient to fund our operations for at least the next twelve months. However, our ability to continue operating beyond this period is dependent upon the successful implementation of our business plan, including conducting FDA-required good laboratory practice (“GLP”) toxicology and pharmacokinetic studies for Phyto-N in ulcerative colitis, and preparation and submission of an Investigational New Drug application.
Going Concern Considerations
We have not yet achieved profitability and anticipate continued operating losses in the foreseeable future. Our financial statements include a going concern disclosure due to our recurring losses, accumulated deficit, and reliance on external funding. However, management believes that substantial doubt has been alleviated due to our strong cash position, receipt of the IPO proceeds.
Contractual Obligations and Contingencies
On January 1, 2025, the Company assumed an office lease from Duraviva, a related party under common control, pursuant to a lease assignment agreement. The term of the lease has extended to August 31, 2026. Additionally, during the 4th quarter of 2025, the Company entered into lease agreements for three motor vehicles with non-cancelable lease terms ranging from 36 to 51 months. These leases are classified as operating leases. In accordance with ASC 842, the Company recognized a right-of-use asset and corresponding lease liability as of the adoption date.
The lease liability was $311,000 as of March 31, 2026.
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Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of March 31, 2026.
Emerging Growth Company and Smaller Reporting Company Status
We continue to qualify as an emerging growth company (EGC) and smaller reporting company (SRC), enabling us to utilize scaled disclosures and defer adoption of certain accounting standards.
Item 3. Quantitative And Qualitative Disclosures About Market Risk.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and our Principal Financial Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report, these disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our management does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors.
We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this item.
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds
Except as stated below, there were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On March 18, 2026, we issued 24,000 shares of Common Stock to our Chief Scientific Officer and director as compensation for services provided to the Company.
The above issuance did not involve any underwriters, underwriting discounts or commissions or any public offering and we believe is exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof as transactions not involving a public offering.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
During
the three months ended March 31, 2026, none of the Company’s directors or officers
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Item 6. Exhibits.
Exhibit Number |
Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.INS* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 14, 2026 | CURANEX PHARMACEUTICALS INC | |
| By: | /s/ Jun Liu | |
| Name: | Jun Liu | |
| Title: | Chief Executive Officer and President | |
| (Principal Executive Officer) | ||
| Dated: May 14, 2026 | By: | /s/ Wanjun Zhang |
| Name: | Wanjun Zhang | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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