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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): May 5, 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
8.01 Other Events
As
previously reported by Curanex Pharmaceuticals Inc (the “Company”), on November 5, 2025, 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 its 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”). The Notice indicated that in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided
with 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.
If,
at any time during this additional compliance period, the closing bid price of the Company’s common stock is at least $1.00 per
share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and this 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.
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:
May 7, 2026 |
By: |
/s/
Jun Liu |
| |
Name: |
Jun
Liu |
| |
Title: |
Chief
Executive Officer |
