UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2025, Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Dominari Securities, LLC, as representative of the underwriters named on Schedule I therein, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten initial public offering (the “Offering”) an aggregate of 3,750,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $4.00 per share, for gross Offering proceeds of $15,000,000. The Company has also granted the underwriters a 45-day option to purchase up to 562,500 additional shares of Common Stock to cover over-allotments, if any. The Offering is expected to close on August 27, 2025.
The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-1, as amended (File No. 333-282686), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on August 12, 2025 (the “Registration Statement”).
The net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, are expected to be approximately $12,114,369. The Company anticipates using the net proceeds from the Offering for (i) the development of its lead product candidate, Phyto-N, for the treatment of ulcerative colitis; (ii) to conduct FDA-required good laboratory practice (“GLP”) toxicology and pharmacokinetic studies for Phyto-N in ulcerative colitis, (iii) to prepare and submit an Investigational New Drug (IND) application, and (iv) for working capital and other general corporate purposes.
The Underwriting Agreement contains customary representations and warranties that the parties made to, and solely for the benefit of, the other party in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the Securities and Exchange Commission.
The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On August 26, 2025, we released the press release furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement | |
| 99.1 | Press Release | |
| 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: August 26, 2025 | By: | /s/ Jun Liu |
| Name: | Jun Liu | |
| Title: | Chief Executive Officer | |