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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): March 1, 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 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
1.01. Entry into a Material Definitive Agreement
The
information set forth below under Item 5.02 with respect to the Employment Agreement with Jun Liu and the Employment Agreement
with Dr. Liqin Xie is incorporated by reference into this Item 1.01.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
CEO
Employment Agreement
On
March 2, 2026, Curanex Pharmaceuticals Inc (the “Company”) entered into an executive employment agreement with Mr. Jun Liu,
the Chief Executive Officer and President of the Company, effective March 1, 2026 (the “CEO Agreement”). The CEO Agreement
relates to the continuation of Mr. Liu’s services as Chief Executive Officer and President of the Company since his appointment
to these positions in February 2024, and requires Mr. Liu to provide the services and responsibilities consistent with the position of
chief executive officer and president of a publicly listed company, including taking overall responsibility for the Company’s
management, corporate strategy, research and development oversight, clinical and regulatory coordination, capital markets activities,
and execution of the Company’s business, subject at all times to the policies set by the Board of directors of the Company.
The
term of the CEO Agreement begins on the Effective Date and ends on the fourth anniversary of the Effective Date, until terminated earlier
by the parties under the terms of the CEO Agreement. It may be renewed upon the same terms and conditions for successive one-year periods,
upon mutual consent of the parties.
The
CEO Agreement provides for (i) an annual base salary of $393,600 per calendar year, (ii) eligibility to participate in the Company’s
equity incentive plan to be adopted by the Company; (iii) continued eligibility to participate in all employee benefit plans, practices
and program maintained by the Company that are generally made available to employees of the Company, including vacation days, sick days,
and reimbursement for all reasonable and necessary out-of-pocket business and travel expenses incurred by him in connection with the
performance of his duties; and (iv) in addition, the Company shall cover monthly lease expenses for the automobile being operated by
the CEO in the amount of $3,998.
If
the CEO Agreement is terminated due to Mr. Liu’s death, his beneficiary shall receive any salary, benefits and reimbursements that
would otherwise have been payable to Mr. Liu as of the date of his death. If the CEO Agreement is terminated due to Mr. Liu’s
disability, upon determination that a disability exists, after consultation with a qualified, independent physician, Mr. Liu shall be
entitled to receive any amounts of salary earned, accrued and owing but not yet paid and any benefits accrued and due under any applicable
benefit plans and programs of the Company. If Mr. Liu voluntary terminates the CEO Agreement, or the CEO Agreement is terminated
by the Company for “cause,” then Mr. Liu shall receive only any amounts of the base salary earned, accrued and owing,
but not yet paid, but will not be eligible to receive any benefits by the Company.
If
Mr. Liu terminates his employment and this CEO Agreement for “good reason” which includes a material adverse change by the
Company in duties, authority or responsibilities of the executive as President and Chief Executive Officer which is accompanied by a
material reduction in his base salary; a failure by the Company to pay any amount due and owing hereunder; or a material breach of the
CEO Agreement by the Company which has not been cured within ten (10) business days after written notice thereof by executive, or if
the Company terminates Mr. Liu’s employment without cause, then Mr. Liu will continue to receive for additional three (3) months
his base salary, all other benefits as if his employment or service had not terminated, and all unvested options or restricted shares
will become immediately vested.
COO
Employment Agreement
On
March 2, 2026, the Company also entered into an executive employment agreement with Dr. Liqin Xie related to his continued service to
the Company as Chief Operating Officer (the “COO Agreement”), a position to which he was appointed on June 17, 2024. Pursuant
to the COO Agreement, Dr. Xie will continue performing all duties and functions required of the Chief Operating Officer of a publicly
listed pharmaceutical or biotechnology company, including but not limited to operational leadership, execution of corporate strategy,
participation in preclinical and clinical operations as a scientist, cross-functional management, and such other duties as may be reasonably
assigned to the chief operating officer by the board of directors of the Company and the Company’s Chief Executive Officer. The
COO Agreement started on March 1, 2026 (the “Effective Date”), constitutes employment at will, and may be terminated by the
Company or the COO at any time with or without cause.
The
COO Agreement provides for (i) an annual base salary of $180,000 per calendar year, (ii) eligibility to participate in the Company’s
equity incentive plan to be adopted by the Company; (iii) continued eligibility to participate in all employee benefit plans, practices
and program maintained by the Company that are generally made available to employees of the Company, including vacation days, sick days,
and reimbursement for all reasonable and necessary out-of-pocket business and travel expenses incurred by him in connection with the
performance of his duties.
If
the COO Agreement is terminated due to Dr. Xie’ death or involuntary termination by the Company on account of his
disability, Dr. Xie, or in the event of his death, his designated beneficiary, shall be entitled to receive any
amounts earned, accrued and owing but not yet paid as a base salary and any benefits accrued and due under any applicable benefit plans
and programs of the Company. If Dr. Xie voluntary terminates the COO Agreement, or if the COO Agreement is terminated by
the Company for “cause,” then Dr. Xie shall receive only any amounts of the base salary earned, accrued and owing,
but not yet paid, but will not be eligible to receive any benefits by the Company. If the Company terminates the COO Agreement without
cause, then Dr. Xie will continue to receive his base salary for additional three (3) months, all other benefits as if his employment
or service had not terminated, and all unvested options or restricted shares will become immediately vested.
Both
the CEO and COO Agreements contain reasonable restrictive covenants, including non-competition, non-disclosure of confidential information,
non-solicitation provisions, and require each executive to sign Proprietary Information and Invention Assignment Agreement, containing
representations and warranties with respect to non-disclosure of the Company’s confidential information and assignment of inventions
to the Company.
The
foregoing description of the CEO and COO Agreements contains a summary of material terms, and do not purport to be complete and are qualified
in their entirety by reference to the full text of these agreements, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively,
to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement between the Company and Jun Liu, effective March 1, 2026 |
| 10.2 |
|
Employment Agreement between the Company and Dr. Liqin Xie, effective March 1, 2026 |
| 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:
March 6, 2026 |
By: |
/s/
Jun Liu |
| |
Name: |
Jun
Liu |
| |
Title: |
Chief
Executive Officer |
