Curanex Pharmaceuticals Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on October 16, 2024.

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1****

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

2 Jericho Plaza, Suite 101B

Jericho, NY 11753

(718) 673-6078

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Jun Liu

Chief Executive Officer

Curanex Pharmaceuticals Inc

2 Jericho Plaza, Suite 101B

Jericho, NY 11753

(718) 673-6078

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

The Registrant has included in this Registration Statement a set of alternate pages after the back-cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Registrant. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling Stockholder.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

2,000,000****Shares of Common Stock

This is an initial public offering (the “Offering” or the “IPO”) of 3,750,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”) of Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company,” “Curanex,” “we,” “us” or “our”). The Company is registering in this Offering 2,000,000 shares of Common Stock on a firm commitment underwritten basis. We are also registering up to 1,750,000 shares of Common Stock for resale by the stockholder named in the separate Resale Prospectus (the “Selling Stockholder”) in an amount of approximately 90% of the shares held by the Selling Stockholder (the “Selling Stockholder Shares”). We will not receive any proceeds from the sales of outstanding common shares by the Selling Stockholder.

The sale of the Selling Stockholder Shares in the resale offering is conditioned upon the successful completion of the sale of Shares by the Company in the underwritten primary offering. Sales by Selling Stockholder prior to the listing of our shares of Common Stock on the Nasdaq Capital Market (“Nasdaq”), if any, will be at a fixed price of $5.00 per share. Following listing of our shares on the Nasdaq, the per share public offering price of the Selling Stockholder Shares to be sold by the Selling Stockholder will be at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The Selling Stockholder may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders, the purchasers of the shares, or both. Any participating broker-dealers and who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The registration of the resale of the Selling Stockholder Shares does not mean that the Selling Stockholder will offer or sell any of the Selling Stockholder Shares. The successful listing of the Company’s Shares on the Nasdaq Capital Market is a condition to the closing of our underwritten primary offering and the secondary offering by the Selling Stockholder.

We will pay all fees and expenses incident to the registration of the resale of the Selling Stockholder Shares. However, the Selling Stockholder will not sell any Selling Stockholder Shares until after the closing of the underwritten primary offering. For additional information on the possible methods of sale that may be used by the Selling Stockholder, you should refer to the section of this prospectus entitled“Selling Stockholder—Plan of Distribution”.

Prior to this Offering, there has been no public market for the Shares of the Company. The Company expects that the initial public offering price will be between US$4.00 and US$6.00 per share. We have applied to have our Common Stock listed on The Nasdaq Capital Market under the symbol “CURX”. There is no assurance that this Offering will be closed and that we will be successful in listing our Common Stock on Nasdaq.

Upon the completion of this Offering, the Company will have 42,000,000 shares of Common Stock issued and outstanding. Our founders, Dian Ying Jing and Chang Liu, together with our Chief Executive Officer and President, Jun Liu, all of whom are members of the same family, beneficially own approximately 80% of the outstanding shares of Common Stock as of the date of this prospectus and will own approximately 76.3% of our outstanding voting stock after the completion of this Offering. They also beneficially own 100% of Series A Preferred Stock (“Series A Preferred Stock”) as of the date of this prospectus that provide them with 40% of the voting power of our equity voting stock. To the extent that these individuals agree to vote their shares together with regard to the election of directors, we will be deemed a “controlled company” under the corporate governance standards for Nasdaq listed companies, and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements under Nasdaq Listing Rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read “Prospectus Summary – Implications of Being a Controlled Company” beginning on page 3 of this prospectus for more information.

We are an emerging growth company and a smaller reporting company under the federal securities laws, and, as such, have elected to comply with certain reduced public company reporting requirements. Investing in our Common Stock involves a high degree of risk.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters are selling 2,000,000 Shares (or 2,300,000 Shares if the underwriters exercise their over-allotment option in full) in this Offering on a firm commitment basis. We have granted to the underwriters an option, exercisable within 45-days after the closing of the Offering, to purchase an additional 15% of the total number of shares of our Common Stock sold in the Offering at the initial public offering price solely for the purpose of covering over-allotments, if any (the “Over-allotment Option”).

The underwriters expect to deliver our shares to purchasers in the Offering on or about**______________**, 2024.

Prospectus dated ______________, 2024

TABLE OF CONTENTS

Through and including ______________ 2024 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in the Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters, have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our Common Stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

For investors outside the United States: Neither we nor the underwriters have taken any action that would permit the Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the underwriters have done anything that would permit the Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, the Offering and the distribution of this prospectus.

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