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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 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.
Legal
Proceedings
On
July 23, 2026, Daymond Morales, et al., filed a putative securities class action in the Supreme Court of the State of New York, New York
County (Index No. 159271/2026), against the Company and its underwriters Dominari Securities LLC, Pacific Century Securities, LLC, and
Revere Securities LLC, as well as more than 20 other issuers, underwriters, and individual principals of the underwriters (“Action
1”). The complaint asserts claims under Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), against the Company and other defendants, and claims under Section 15 of the Securities Act against certain individuals
associated with the underwriter defendants. The proposed class includes persons who acquired the Company’s securities in, or pursuant
or traceable to the offering documents for, its August 2025 initial public offering (the “IPO”) and allegedly suffered damages.
The complaint alleges material misstatements and omissions in the offering documents concerning risks of stock-price manipulation and
deficiencies in underwriter due diligence, anti-money laundering compliance, supervision, and business-communication monitoring. The
complaint also makes general “blanket” allegations against the defendants relating to market manipulation.
On
September 14, 2026, Robert Lovett, on behalf of himself and other purported class plaintiffs, filed a separate putative securities class
action in the Supreme Court of the State of New York, New York County (Index No. 655238/2026), against the Company, its former Chief Financial Officer, and directors, its independent auditor, and the IPO underwriters
Dominari Securities LLC, Pacific Century Securities, LLC, and Revere Securities LLC (“Action 2”). The complaint asserts claims
under Sections 11 and 12(a)(2) of the Securities Act against all named defendants and Section 15 claims against the named individual
defendants. The proposed class includes persons who acquired the Company’s securities in, or pursuant or traceable to the offering
documents for, the IPO and allegedly suffered damages. The complaint alleges material misstatements and omissions in those documents
concerning risks of stock-price manipulation and deficiencies in underwriter due diligence, anti-money laundering compliance, supervision,
and business-communication monitoring.
The
IPO offering documents referred to in both actions consisted of the Company’s registration statement on Form S-1, as amended, and
related prospectuses under the Securities Act in connection with its August 2025 initial public offering. Both complaints seek unspecified
compensatory damages, interest, costs and expenses, including attorneys’ and expert fees, rescission or rescissory damages, and
equitable or other relief. Neither complaint asserts a fraud claim against the Company. Both actions are at a preliminary stage,
and the Company intends to defend them vigorously. The Company’s deadline to respond to the Morales complaint (Action 1) has been
extended to November 15, 2026. Plaintiff’s counsel has agreed to extend the Company’s deadline to respond to the Lovett complaint
through December 11, 2026.
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:
October 19, 2026 |
By: |
/s/
Jun Liu |
| |
Name: |
Jun
Liu |
| |
Title: |
Chief
Executive Officer |
