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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 14, 2026
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 |
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 3.03. | Material
Modification to Rights of Security Holders. |
The
information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03. | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As
previously disclosed by Curanex Pharmaceuticals Inc (the “Company”), on May 31, 2026, the board of directors of the Company
(the “Board”) approved by unanimous written consent, and on June 11, 2026, holders of a majority of the outstanding voting
power of the Company, acting by written consent, in accordance with the applicable provisions of the Nevada Revised Statutes (“NRS”)
and the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”),
and its Bylaws, approved a reverse stock split of the issued
and outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a ratio
of not less than 1-for-10 and not more than 1-for-50 (the “Reverse Split Range”) and a form of a Certificate of Amendment
to the Articles of Incorporation (the “Certificate of Amendment”), and granted the Board the discretionary authority to determine
the exact ratio of a reverse stock split within the Reverse Split Range and to effect a reverse stock split at such time and date, if
at all, as to be determined by the Board in its sole discretion. On July 22, 2026, the Board approved, by unanimous written consent,
a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Common
Stock.
On
August 14, 2026, the Company filed the Certificate of Amendment with the Nevada Secretary of State in accordance with NRS 78.390, to
become effective at 12:01 a.m. Pacific Time on August 20, 2026 (the “Effective Time”), implementing the Reverse Stock Split.
After the Effective Time, it is expected the Common Stock will begin trading on Nasdaq on a reverse split-adjusted basis when the market
opens on August 20, 2026, under the existing trading symbol “CURX” but having a new CUSIP number.
At
the Effective Time, every 20 shares of Common Stock issued and outstanding will be automatically converted into one (1) issued and outstanding
share of Common Stock, resulting in approximately 1,568,241 shares of Common Stock, subject to adjustments (based on 31,364,812 shares
of Common Stock outstanding immediately prior to the Effective Time). The total number of shares of Common Stock authorized for issuance,
475,000,000 shares, and the par value per share of the Common Stock, $0.0001 will remain unchanged.
In
addition, as a result of the effectiveness of the Reverse Stock Split, proportionate adjustments will be made to the number of shares
of Common Stock underlying the Company’s outstanding equity awards under the Company’s 2026 Equity Incentive Plan as well
as the exercise and grant prices of such equity awards, as applicable. The total number of shares of the Company’s
preferred stock, par value $0.0001 per share, authorized for issuance will remain at 25,000,000. Furthermore, no change will be made
to the number of issued and outstanding shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive
fractional shares as a result of the Reverse Stock Split will be entitled to have such fractional share rounded up to the nearest whole
share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split will
instead hold one whole share of Common Stock. No
cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse
Stock Split. VStock
Transfer, LLC, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions
to stockholders of record regarding the process for exchanging shares.
The
purpose of effecting the Reverse Stock Split is to regain compliance with the $1.00 minimum bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) for continued listing on Nasdaq.
The
foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the form of Certificate of Amendment,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibits
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment filed with the Secretary of State of Nevada |
| 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 17, 2026 |
By: |
/s/
Jun Liu |
| |
Name: |
Jun Liu |
| |
Title: |
Chief Executive Officer |
