Curanex Pharmaceuticals Inc

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Curanex Pharmaceuticals Inc. (the “Company”) was originally incorporated as Durand Damiel Health Inc. under the laws of the State of New York on June 1, 2018. The Company is headquartered in Jericho, NY, with an initial focus on research and development of health products and botanical medicines.

On November 9, 2023, the Company was rebranded as Curanex Pharmaceuticals Inc, and shifted its focus to discovering, developing, and commercializing innovative botanical drugs for treating major unmet medical needs in patients with inflammatory diseases.

On June 10, 2024, Curanex Pharmaceuticals Inc., a New York corporation (“Curanex NY”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Curanex Pharmaceuticals Inc, (the “Surviving Corporation”), a newly formed Nevada corporation and wholly owned subsidiary of Curanex NY. Pursuant to the Merger Agreement, on the same date, Curanex NY, as the parent in this transaction, merged with and into the Surviving Corporation (the “Reincorporation Merger”). Upon the consummation of the Reincorporation Merger, Curanex NY ceased its legal existence as a New York corporation, and the Surviving Corporation continued the business as the surviving corporation under the name “Curanex Pharmaceuticals Inc”.

The financial statements for the period ended September 30, 2025 reflect the impact of the Reincorporation Merger. In accordance with ASC 805 Business Combinations, the merger has been treated as a reorganization under common control. As such, the assets and liabilities have been transferred to the Surviving Corporation at their historical carrying amounts, and no gain or loss has been recognized in connection with the merger. The balance sheet now presents the Nevada corporation as the surviving entity, incorporating the combined assets and liabilities of the predecessor and the successor entities.

This merger did not result in any changes to the reported financial position or results of operations for prior periods, as the historical financial information of the Company has been carried forward to the Surviving Corporation. The impact of the merger on the financial statements is primarily legal and administrative, ensuring the continuity of the Company’s operations under the new jurisdiction without interruption. Consequently, the financial statements include all transactions and balances of both the original and the surviving entities, presented as if the merger had occurred at the beginning of the earliest period presented. This approach ensures consistency and comparability in the financial reporting of the Company’s ongoing business activities.

On August 27, 2025, the Company successfully completed its initial public offering (the “IPO”) and began trading on the Nasdaq Capital Market under the ticker symbol “CURX.”

Following the completion of our IPO, we incurred significant research and development (“R&D”) expense, totaling approximately $677,474 for the three months ended September 30, 2025. These expenditures primarily related to FDA-mandated investigational new drug (“IND”)-enabling studies supporting programs in ulcerative colitis, atopic dermatitis, rheumatoid arthritis, gouty arthritis, and diabetic foot. R&D activities during the period included good laboratory practice (“GLP”) toxicology and pharmacokinetic/bioanalytical studies, chemistry, manufacturing, and controls (“CMC”) work involving formulation, stability, and method validation, as well as fees to Contract Research Organizations (“CROs”) and Contract Development and Manufacturing Organizations (“CDMOs”). The increase in R&D expense compared to prior periods reflects the progression of multiple investigational programs through preclinical development toward IND submission and future clinical evaluation, consistent with the Company’s development strategy following the IPO.

Basis of Accounting

The accompanying financial statements of the Company have been prepared on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP).

Use of Estimates

The preparation of the financial statements requires the Company to make judgments in applying its accounting policies and estimates and assumptions about the future. These judgments, estimates and assumptions affect the Company’s reported amounts of assets, liabilities, and items in net income (loss), and the related disclosure of contingent assets and liabilities, if any. Such estimates are based on various assumptions that the Company believes are reasonable under the circumstances, and these estimates form the basis for making judgments about the carrying value of assets and liabilities and the reported amounts of items in net loss that are not readily apparent from other sources. These estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant, and actual results may differ from these estimates under different assumptions or conditions.

The estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.

Going Concern

At the end of each reporting period, management exercises judgment in assessing the Company’s ability to continue as a going concern by reviewing the Company’s performance, resources, and future obligations. This assessment is based on assumptions derived from actual operating results, industry and market trends, and involves critical judgments regarding the Company’s short and long-term operating budgets, expected profitability, investment and financing activities, and strategic planning.

In prior periods, the Company disclosed conditions that raised substantial doubt about its ability to continue as a going concern. Management has re-evaluated the Company’s liquidity and capital resources in accordance with ASC 205-40, Presentation of Financial Statements Going Concern, for the twelve-month period following the issuance of these condensed consolidated financial statements. While those conditions that initially raised substantial doubt continued to exist as of the evaluation date, management’s plans, primarily the successful completion of the Company’s initial public offering and the resulting improvement in liquidity, were determined to mitigate the substantial doubt regarding the Company’s ability to continue as a going concern. Accordingly, management concluded that no substantial doubt exists about the Company’s ability to continue as a going concern.

As of September 30, 2025, the Company had cash and cash equivalents of approximately $5.8 million and received net proceeds of approximately $13.24 million from its initial public offering completed in August 2025 and additional net proceeds of $2.07 million from the subsequent exercise of the underwriters’ over-allotment option in September 2025. These proceeds, together with the Company’s current operating plan and anticipated cash flows, provide sufficient liquidity to meet the Company’s obligations for at least the next twelve months from the issuance date of these financial statements.

Accordingly, management concluded that the factors which previously raised substantial doubt about the Company’s ability to continue as a going concern have been alleviated, and the accompanying condensed consolidated financial statements have been prepared on a going concern basis.

Cash

The Company maintains balances with multiple financial institutions, with balances periodically exceeding the Federal Deposit Insurance Corporation (FDIC) insurance limit. The management monitors the cash balances in the operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in the operating accounts.

Basic and Diluted Net Loss per Common Share

The Company computes loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. During the nine months ended September 30, 2025, and 2024, the Company had no potential dilutive instruments and accordingly basic loss and diluted loss per share are the same.

Initial Public Offering

On August 27, 2025, the Company completed its initial public offering (“IPO”) of 3,750,000 shares of its common stock, par value $0.0001 per share, at a public offering price of $4.00 per share. This offering generated gross proceeds of $15.0 million before underwriting discounts, commissions, and other offering expenses.

In connection with the IPO, total offering costs were approximately $2.12 million, consisting of $1.41 million in underwriting discounts and commissions and $0.71 million of other offering-related expenses (including legal, accounting, and filing fees). The Company had previously recorded these other offering costs as deferred IPO costs prior to the effectiveness of the registration statement. Upon the closing of the IPO, all deferred costs were reclassified and recorded as a reduction to additional paid-in capital (“APIC”) within stockholders’ equity.

After deducting total underwriting discounts, commissions, and offering expenses, the Company received net proceeds of approximately $13.24 million from its IPO.

Over-Allotment Option

On September 12, 2025, the underwriters exercised their option to purchase an additional 562,500 shares of the Company’s common stock at the same public offering price of $4.00 per share, resulting in gross proceeds of $2.25 million. The Company incurred $0.18 million in underwriting discounts and commissions related to the option exercise. After deducting these offering costs, the Company received net proceeds of $2.07 million.

All costs directly attributable to the over-allotment exercise were likewise recorded as a reduction of APIC within stockholders’ equity, consistent with the accounting for the initial closing.

Fair Value of Financial Instruments

ASC 820 Fair Value Measurements and Disclosures establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

The carrying amounts of cash and accrued liabilities approximate fair value because of the short-term nature of these items.

Leases & Right of Use Assets

The Company adopted ASC 842 Leases on January 1, 2022. At inception of a contract, the Company assesses whether a contract is, or contains, a lease. Contracts that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases giving rise to right-of-use assets.

At the commencement date, a right-of-use asset is measured at cost, where cost comprises: (a) the amount of the initial measurement of the lease liability; (b) any lease payments made at or before the commencement date, less any lease incentives received; (c) any initial direct costs incurred by the Company; and (d) an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.

A lease liability is initially measured at the present value of the unpaid lease payments. Subsequently, the Company measures a lease liability by: (a) increasing the carrying amount to reflect interest on the lease liability; (b) reducing the carrying amount to reflect the lease payments made; and (c) re-measuring the carrying amount to reflect any reassessment or lease modifications, or to reflect revised in-substance fixed lease payments. Each lease payment is allocated between repayment of the lease principal and interest. Interest on the lease liability in each period during the lease term is allocated to produce a constant periodic rate of interest on the remaining balance of the lease liability. Except where the costs are included in the carrying amount of another asset, the Company recognizes in profit or loss (a) the interest on a lease liability and (b) variable lease payments not included in the measurement of a lease liability in the period in which the event or condition that triggers those payments occurs. The Company subsequently measures a right-of-use asset at cost less any accumulated amortization and any accumulated impairment losses; and adjusted for any re-measurement of the lease liability. Right-of-use assets are depreciated over the shorter of the asset’s useful life and the lease term.

Research and Development Costs

The Company accounts for research and development (“R&D”) costs in accordance with ASC 730, Research and Development. R&D costs are expensed as incurred unless they represent nonrefundable advance payments for goods or services to be received in the future. Nonrefundable advance payments to third parties—such as Contract Research Organizations (“CROs”), Contract Development and Manufacturing Organizations (“CDMOs”), clinical sites, and other service providers—are recorded as prepaid expenses and recognized in R&D expense as the related services are performed, generally over the contractual period of performance.

R&D expense primarily includes employee-related costs (salaries, benefits, and stock-based compensation) for personnel engaged in R&D; fees to CROs, CDMOs, consultants, and other third parties; clinical trial and preclinical study costs; and costs to manufacture and test preclinical and clinical materials. The Company records accruals for services performed but not yet invoiced based on estimates of work completed, patient enrollment/visits, manufacturing progress, and data from vendors. Up-front set-up or activation fees under executory service arrangements are deferred and recognized over the expected period of performance. Materials, equipment, and licenses with no alternative future use are expensed when incurred; items with alternative future use are capitalized and recognized in accordance with the applicable guidance. Prepaid R&D balances are evaluated for recoverability and adjusted for changes in project scope, timing, or cancellations.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. This standard requires the Company to use the asset and liability method, which involves making estimates and assumptions and exercising judgment regarding the carrying values of assets and liabilities. These values are subject to inherent accounting estimates, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences, and potential audits of income tax filings by tax authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years when those temporary differences are expected to be recovered or settled. The impact of changes in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

When the Company incurs losses for income tax purposes, it assesses the probability of future taxable income based on budgeted forecasts. These forecasts are adjusted to account for non-taxable income and expenses and specific rules on the use of unused credits and tax losses. If the forecasts indicate that sufficient future taxable income will not be available to deduct the temporary differences, a deferred tax asset is not recognized for all deductible temporary differences.

Related Party Transactions

The Company identifies and accounts for related party transactions, disclosing them in accordance with ASC 850, Related Party Disclosures, and other relevant ASC standards. Parties are considered related to the Company if they, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include the principal owners of the Company, its management, members of the immediate families of the principal owners and management, and other parties with which the Company may engage in transactions if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an EGC, the Company is permitted to delay adoption of new or revised accounting standards issued after the enactment of the JOBS Act until such standards apply to private companies. The Company has elected to take advantage of this extended transition period.

The Company also qualifies as a smaller reporting company (“SRC”) under the rules of the U.S. Securities and Exchange Commission (“SEC”). As an SRC, the Company is eligible to provide scaled disclosures in its SEC filings, including reduced financial statement and executive compensation disclosures. The Company has elected to adopt these scaled disclosure accommodations.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The guidance removes certain exceptions and simplifies various aspects of the accounting for income taxes. The Company adopted this ASU, and the adoption did not have a material impact on the condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities using the revenue recognition guidance in ASC 606. The Company adopted this standard effective January 1, 2025, and the adoption did not have a material impact on the Company’s financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting of Disaggregated Expenses (Topic 205). This ASU requires entities to provide additional disclosures that disaggregate certain functional expense captions in the income statement (e.g., cost of sales, research and development, and selling, general, and administrative expenses) into natural expense categories such as employee compensation, depreciation, and inventory costs. The guidance is intended to improve transparency into an entity’s cost structure. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements’ disclosures.

Other than the standards described above, no newly issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

2. **Accrued Expenses **

A summary of accrued expenses is as follows:

3. Prepaid expenses

A summary of prepaid expenses is as follows:

4. Other Current Assets

Our other current assets primarily consisted of deferred offering costs incurred in connection with our initial public offering. These costs, which included legal, accounting, and filing fees directly attributable to the IPO, were recorded as an asset on the balance sheet prior to the completion of the offering. Upon the successful closing of the IPO in August 2025, the deferred offering costs were reclassified and recorded as a reduction to additional paid-in capital within stockholders’ equity.

A summary of other current assets is as follows:

5. Lease

On January 1, 2025, the Company assumed an office lease from Duraviva Pharma Inc. (“Duraviva”), a New York corporation under common control, through a lease assignment agreement. Thelease term extends through August 31, 2026. The Company classified the lease as an operating lease. Upon adoption of ASC 842, the Company recognized right-of-use asset and corresponding lease liability for its operating lease.

The following summarizes information about the Company’s lease as of September 30, 2025 and December 31, 2024.

6. Income Taxes

Due to the Company’s net losses and the valuation allowance provided on the related deferred tax assets, there wereno provisions for income taxes for the three and nine months ended September 30, 2025, and 2024.

The difference between the income tax expense of zero shown in the statements of operations and pre-tax book net loss times the federal statutory rate of 21% for the nine months ended September 30, 2025, and 2024, are summarized as follows:

Deferred income tax assets as of September 30, 2025 and December 31, 2024, are as follows:

In assessing the realization of deferred tax assets, management evaluates whether it is more likely than not that some or all of these assets will not be realized. The ultimate realization of deferred tax assets depends on generating future taxable income during the periods when these temporary differences become deductible.

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be realizable. Accordingly, the Company has applied a full valuation allowance against its net deferred tax assets as of September 30, 2025 and December 31, 2024. The net change in the total valuation allowance between September 30, 2025 and December 31, 2024, was an increase of $111,831.

The Company is subject to U.S. federal and state income tax examinations by the Internal Revenue Service (IRS) and relevant state tax authorities. The Company is incorporated in the state of Nevada, which does not impose a corporate income tax.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of September 30, 2025 and December 31, 2024, the Company did not have any significant uncertain tax positions or unrecognized tax benefits. Additionally, as of September 30, 2025 and December 31, 2024, the Company has federal net operating loss carry forwards of $1,774,437 and $622,449, respectively, for tax purposes.

7. Related Party Transactions

On June 17, 2024, following the completion of Reincorporation, the Company entered into an Asset Purchase Agreement and Plan of Reorganization (the “Asset Purchase Agreement”) with Duraviva. Duraviva is a related party, as the majority shareholders, including its President and members of the President’s immediate family, are also majority shareholders, officers, and directors in both entities. On the same day, the Company closed the transactions outlined in the Asset Purchase Agreement (the “Closing”).

At the Closing, Duraviva transferred and assigned to the Company four provisional patent applications, eight research and development animal studies and reports, and the rights to use these studies for further research and development, clinical, and commercial purposes (collectively, the “IP Assets”). In exchange for the transfer and assignment of the IP Assets, a cash consideration of $630,000, and a non-cash consideration of $100,000, which together constituted substantially all of Duraviva’s assets, the Company issued an aggregate of 23,400,000 shares of common stock, adjusted retroactively for the reverse stock split, to Duraviva’s shareholders, proportionate to their ownership in Duraviva.

In January 2025, Duraviva also assigned its office lease to the Company. The terms of the lease, including the original lease end date, remained unchanged upon reassignment. The Company accounted for the lease under ASC 842 as an operating lease. Please refer to Note 4 Lease.

In February and May 2025, the Company received two $200,000 loans from an existing shareholder to support ongoing costs related to its initial public offering. The loans accrue simple interest at an annual rate of 4.34%, with both principal and interest due at maturity in February and May 2027.

In September 2025, following the completion of the Company’s IPO, the shareholder loans were fully repaid, including all accrued interest. Total interest paid upon settlement amounted to $8,537.32. As a result of the repayment, there were no outstanding related-party loan balances as of September 30, 2025.

8. Shareholders’ Equity

Common Stock

The Company is authorized to issue 475,000,000 shares of common stock, par value $0.0001 per share. Each share entitles the holder to one vote on matters submitted to stockholders and to receive dividends as and if declared by the Board of Directors.

As of December 31, 2024, the Company had 24,000,000 shares of common stock issued and outstanding (giving retroactive effect to the reverse stock split described below).

During the quarter ended September 30, 2025, the Company completed the following equity issuances in connection with its initial public offering and related activities:

Following these issuances, the Company had 28,340,812 shares of its common stock issued and outstanding as of September 30, 2025, including an aggregate of 4,340,812 shares of common stock issued during the quarter ended September 30, 2025.

Reverse Stock Split

Effective November 19, 2024, the Board of Directors approved athree-for-five reverse stock split of the Company’s issued and outstanding common stock. The par value of $0.0001 per share was not affected. All share and per-share amounts for all periods presented have been retroactively adjusted to reflect the reverse stock split.

Subscriptions Received – Shares to be Issued

In 2019, the Company received $200,000 in cash from an existing investor for a subscription to common stock representing 0.1% of the Company’s then-anticipated total issued and outstanding shares upon completion of the IPO. This amount was recorded as “common stock to be issued” within stockholders’ equity and remained outstanding as of December 31,2024.

Following the successful completion of the IPO, the Company issued 28,312 shares of common stock during the quarter ended September 30, 2025 to settle this subscription in full. As of September 30, 2025, there wereno remaining shares or amounts recorded as “common stock to be issued.”

Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock at $0.0001 per share. The Company’s Board of Directors also has the authority to issue additional preferred stock in one or more classes or series.

On June 14, 2024, the Company’s Board of Directors approved the issuance of 1,000,000 shares of Series A Super Voting Preferred Stock (“Series A Preferred Stock”) at the par value of $0.0001 per share. These shares grant the holders 40% of the total voting power of the Company’s equity voting stock. Holders of the Series A Preferred Stock do not possess any rights to dividends.

No shares of preferred stock were issued during the three and nine months ended September 30, 2025

9. Subsequent Events

The Company has evaluated subsequent events through the date when the financial statements were issued and determined that no subsequent events requiring adjustment to or disclosure in the financial statements were identified.