Curanex repays insider loans, issues new shares

Curanex Pharmaceuticals Inc reported two key actions.

Rhea-AI Filing Summary

Curanex Pharmaceuticals Inc reported two key actions. The company issued 28,312 unregistered shares of common stock to investor Xiaohong Song under a prior subscription agreement, in exchange for $200,000 that had been subscribed contingent on its initial public offering. This share grant represents 0.1% of 28,312,500 total common shares outstanding at the time of issuance and was made under a private offering exemption.

Curanex also fully repaid two insider loans from Dian Ying Jing, the CEO’s spouse, totaling $400,000 of principal. It paid $408,537.32 in aggregate, including $8,537.32 of accrued interest at a 4.34% annual rate, and did so ahead of the 2027 maturity dates. This prepayment eliminated all of the company’s outstanding debt and removed approximately $26,182.68 of future interest charges that would have accrued through maturity.

Insights

Equity & Credit Analyst

Curanex retires all debt via insider note prepayments while issuing a small equity stake tied to its IPO.

Curanex Pharmaceuticals Inc issued 28,312 unregistered common shares to investor Xiaohong Song in exchange for a prior subscription of $200,000, after its initial public offering and related over-allotment closings. The filing notes that these shares equal 0.1% of 28,312,500 total common shares outstanding at the time, indicating limited dilution relative to the company’s equity base.

On the liability side, Curanex repaid in full two promissory notes held by Dian Ying Jing totaling $400,000 of principal, bearing interest at 4.34% per year and originally maturing in 2027. The company paid $408,537.32 including $8,537.32 of accrued interest, and the prepayment removed all remaining debt and avoided about $26,182.68 in additional interest that would have accrued between the September 2025 repayment dates and maturity.

These steps modestly shift the capital structure toward equity and away from debt, particularly insider debt, while the loan prepayment represents a cash outflow in September 2025. Future disclosures in regular financial reports can show how the absence of interest expense and the slight increase in share count affect earnings metrics.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What equity issuance did Curanex Pharmaceuticals Inc (CURX) disclose in this 8-K?

Curanex issued 28,312 unregistered shares of common stock to investor Xiaohong Song under an Amended and Restated Subscription Agreement, in consideration of $200,000 previously subscribed.

How significant is the new share issuance relative to Curanex (CURX) total shares?

The company states that the 28,312 shares issued to Xiaohong Song represent 0.1% of the 28,312,500 total outstanding common shares at the time of issuance.

What insider loans did Curanex Pharmaceuticals Inc (CURX) repay and in what amount?

Curanex repaid two promissory notes from Dian Ying Jing, the CEO’s spouse, with total principal of $400,000. It paid $408,537.32 in total, including $8,537.32 of accrued interest.

What were the terms of the repaid Curanex (CURX) promissory notes?

The notes carried an interest rate of 4.34% per annum, with maturities on February 4, 2027 and May 23, 2027, and allowed prepayment without penalty, which the company exercised in September 2025.

How did the note prepayments affect Curanex Pharmaceuticals Inc (CURX) debt and interest costs?

By repaying both notes in September 2025, Curanex eliminated all outstanding debt and avoided approximately $26,182.68 of additional interest that would have accrued through the original 2027 maturity dates.

Under what exemption did Curanex (CURX) issue the 28,312 unregistered shares?

The company states that the shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as a transaction by an issuer not involving a public offering.

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Accepted by SEC EDGAR 09/29/2025 - 03:55 PM Learn about SEC filing dates

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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 23, 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 3.02. Unregistered Sales of Equity Securities;.

On September 25, 2025, Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”), issued 28,312 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to Xiaohong Song, an investor that entered into Amended and Restated Subscription Agreement with the Company on November 27, 2024 (the “Agreement”). In accordance with the terms of the Agreement, in consideration of $200,000 subscribed for by Mr. Song, the Shares were issued following successful closing of the Company’s initial public offering (the “IPO”) on August 27, 2025, in which the Company issued to underwriters an aggregate of 3,750,000 shares of Common Stock, and upon additional closing of the IPO, on September 12, 2025, in which the Company issued 562,500 shares of Common Stock to underwriters upon their exercise of the over-allotment option in full. The Shares to Mr. Song represent 0.1% of the 28,312,500 total outstanding shares of Common Stock at the time of the issuance.

The Shares were issued in reliance upon exemption from registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving public offering.

Item 8.01. Other Events.

As previously disclosed by the Company, the Company received from Dian Ying Jing, Secretary and the wife of the Chief Executive Officer of the Company, loans in the aggregate principal amount of $400,000, including $200,000 loan received on February 4, 2025 and $200,000 loan received on May 21, 2025. To evidence these loans, on February 4, 2025 the Company issued Ms. Jing a promissory note in the principal amount of $200,000, as amended on May 30, 2025, with an interest rate of 4.34% per annum, and a maturity date of February 4, 2027 (the “First Note”), and on May 23, 2025, the Company issued Ms. Jing a new promissory note in the principal amount of $200,000, with an interest rate of 4.34% per annum with a maturity date of May 23, 2027 (the “Second Note”). Both promissory notes provided that the Company may prepay any amounts due under there promissory notes without penalty or premium.

On September 23, 2025, the Company prepaid the total principal amount and accrued interest on the First Note, and on September 24, 2025, the Company prepaid the total principal amount and accrued interest on the Second Note. The total amount repaid by the Company for these promissory notes was 408,537.32, which includes $400,000 in principal amount and $8,537.32 in total accrued interest, including (i) 5,540.93 accrued interest on the First Note from February 4, 2025 until September 23, 2025, and (ii) 2,996.38 accrued interest on the Second Note from May 23, 2025 until September 24, 2025.

Repayment of these promissory notes eliminated the balance of the Company’s outstanding debt, as well as approximately $26,182.68 of interest charges that would have been payable with respect to these promissory notes between the repayment dates and the maturity dates thereof.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
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: September 29, 2025	By:	/s/ Jun Liu
	Name:	Jun Liu
	Title:	Chief Executive Officer