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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): November 5, 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 3.01 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard; Transfer of Listing.
On November 5, 2025, Curanex Pharmaceuticals Inc,
a Nevada corporation (the “Company”), received a letter from the Listing Qualifications Department of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the closing bid price for the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), 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”). This Notice has no immediate effect on the listing of the Company’s Common Stock
which will continue to trade on The Nasdaq Capital Market under the symbol “CURX”, subject to the Company’s compliance
with the other Nasdaq listing requirements.
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 (the “Compliance
Period”), to regain compliance with the Minimum Bid Price requirement. If at any time during the 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 the Company does not regain compliance during the
Compliance 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. If 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.
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: November 6, 2025 |
By: |
/s/ Jun Liu |
| |
Name: |
Jun Liu |
| |
Title: |
Chief Executive Officer |
