Curanex Pharmaceuticals Inc

Current report

On May 31, 2026, the Board approved a reverse stock split of the issued and outstanding shares of our common stock (the “Reverse Stock Split”) at a ratio of not less than 1-for-10 and not more than 1-for-50 (the “Reverse Split Range”) and a form of an amendment to our Amended and Restated Articles of Incorporation, as amended (the “Certificate of Amendment”), to implement the Reverse Stock Split.

Current report

On June 11, 2026, holders of a majority of the outstanding voting power of the Company (the “Majority Stockholders”), acting by written consent, in accordance with the applicable provisions of the Nevada Revised Statutes and the Company’s Amended and Restated Articles of Incorporation and its Bylaws, approved the Reverse Split Range and granted the Board the discretionary authority to determine the exact ratio of the Reverse Stock Split within the Reverse Split Range, to file the Certificate of Amendment with the Nevada Secretary of State, and to effect the Reverse Stock Split at such time and date, if at all, as to be determined by the Board in its sole discretion.

Current report

On July 22, 2026, the Board approved the 1-for-20 ratio of the Reverse Stock Split and authorized the Company to proceed with the preparation of the necessary documents and actions, including applying for the new CUSIP, submitting the Event Notification Form with Nasdaq, and the filing of the Certificate of Amendment with the Nevada Secretary of State, to effect the Reverse Stock Split in Nevada and on Nasdaq. The Company is planning that the Reverse Stock Split will become effective on Nasdaq by August 20, 2026.

Current report

Upon effectiveness of the Reverse Stock Split, every twenty shares of common stock outstanding immediately prior to the effectiveness will be combined and reclassified into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split, and any fractional shares will be rounded to the nearest whole share. The number of authorized shares of common stock and the par value per share will not be affected by the Reverse Stock Split.

Current report

2026 Equity Incentive Plan

Current report

On May 31, 2026, our Board of Directors adopted the 2026 Equity Incentive Plan (the “2026 Plan”), which became effective on June 11, 2026, upon approval by the Majority Stockholders. Pursuant to the 2026 Plan, the Company reserved an aggregate of 5,700,000 shares of our common stock for issuance as stock options, restricted stock, restricted stock units and other stock-based awards to our employees, directors and consultants. On July 21, 2026, we filed a Registration Statement on Form S-8 (the “S-8 Registration Statement”) registering 3,000,000 of the shares of common stock reserved under the 2026 Plan, representing approximately 10.58% of our issued and outstanding shares of common stock as of the date of filing. We adopted the 2026 Plan to enable us to attract, retain and incentivize qualified personnel as we advance our development programs toward our targeted IND submission, and to align the interests of our employees, directors and consultants with those of our stockholders. Issuance of awards under the 2026 Plan will dilute the ownership interests of our existing stockholders. As of June 30, 2026, no awards had been granted under the 2026 Plan. See Note 8 to our unaudited interim financial statements. As of the date of this Quarterly Report, all of the 3,000,000 shares of common stock registered under the S-8 Registration Statement were issued by the Company.

Current report

Revenue and Cost of Sales

Current report

Operating Expenses

Current report

General and Administrative Expenses

Current report

Research and Development Expenses

Current report

Other Income (Expense)

Current report

Net loss

Current report

As a result of the foregoing, the Company recorded a net loss of $6,441,198 for the six months ended June 30, 2026, compared to $197,929 for the six months ended June 30, 2025.

Current report

Since our inception through June 30, 2026, we have funded our operations principally through the issuance of equity and debt securities. We have not generated any revenue since inception and do not expect to generate revenue unless and until we successfully commercialize a product candidate or enter into strategic licensing arrangements.

Current report

On August 27, 2025, we closed our initial public offering pursuant to the Underwriting Agreement, receiving net cash proceeds of approximately $13.24 million after deducting underwriting discounts and commissions and offering expenses. On September 12, 2025, the underwriters exercised their over-allotment option in full, resulting in additional net proceeds of approximately $2.07 million. We have no committed sources of additional capital and no available credit facility.

Current report

As of June 30, 2026, we had cash and cash equivalents of $2,938,463, compared to $4,973,134 as of December 31, 2025, and an accumulated deficit of $11,288,753. We recorded a net loss of $6,441,198 for the six months ended June 30, 2026, compared to $197,929 for the six months ended June 30, 2025.

Current report

Our net cash used in operating activities for the six months ended June 30, 2026 of $2,034,671 was substantially lower than our net loss for the period because a significant portion of our operating expenses was funded through the utilization of prepaid research and development balances paid in prior periods rather than through cash expenditures during the period. Our total prepaid expenses declined from $6,254,374 as of December 31, 2025 to $1,854,529 as of June 30, 2026, a reduction of $4,399,844, of which prepaid research and development accounted for $4,347,118. As these prepaid balances are consumed, we expect our cash used in operating activities to increase substantially and to approximate our operating expenses.

Current report

We further expect our research and development expenditures to increase in connection with our targeted Investigational New Drug application submission in the fourth quarter of 2026 and the initiation of a Phase I clinical trial thereafter. Clinical trial activities require substantial capital that we have not yet secured.

Current report

Awards granted under the 2026 Plan will be settled in shares of our common stock and will not require the use of cash, which we expect will allow us to conserve cash resources in compensating our personnel as we advance our development programs. Any awards granted under the 2026 Plan will, however, dilute the ownership interests of our existing stockholders upon issuance. As of June 30, 2026, no awards had been granted under the 2026 Plan. Between July 27, 2026 and August 7, 2026, the Company issued all of the 3,000,000 shares of our common stock under the 2026 Plan, registered in the S-8 Registration Statement.

Current report

We will require additional capital to fund our operations. We may seek to raise additional capital through public or private equity offerings, debt financings, strategic collaborations or licensing arrangements. Our ability to raise capital on acceptable terms may be adversely affected by the trading price of our common stock, current deficiency with the Minimum Bid Price Requirement and our ability to regain compliance with that Nasdaq rule and maintain compliance with other Nasdaq listing rules for continued listing, and general market conditions. Issuance of shares of Common Stock under the 2026 Plan and additional equity financing would dilute our existing stockholders, and debt financing, if available, may involve restrictive covenants. If we are unable to raise additional capital when needed, we would be required to delay, reduce or eliminate certain of our development programs.

Current report

We have not generated any revenue since inception and have incurred recurring net losses and negative cash flows from operations. For the six months ended June 30, 2026, we incurred a net loss of $6,441,198 and used cash in operating activities of $2,034,671. As of June 30, 2026, we had cash and cash equivalents of $2,938,463 and an accumulated deficit of $11,288,753.

Current report

As described above, our cash used in operating activities during the six months ended June 30, 2026 was substantially lower than our operating expenses because a significant portion of those expenses was funded through prepaid balances paid in prior periods. As those balances are consumed, we expect our cash requirements to increase materially, and we expect our research and development expenditures to increase further in connection with our planned Investigational New Drug application submission and subsequent clinical trial activities.

Current report

Based on our current operating plan, we do not expect our existing cash and cash equivalents to be sufficient to fund our operations for at least twelve months from the date of issuance of the unaudited interim financial statements included in this Quarterly Report. These conditions raise substantial doubt about our ability to continue as a going concern. There can be no assurance we will be successful in raising additional capital on favorable terms, or at all. Because these plans are not considered probable of being effectively implemented, they do not alleviate the substantial doubt about our ability to continue as a going concern. If we are unable to obtain sufficient amount of additional capital, we may be required to reduce the scope of our planned development, If we are unable to raise additional capital when needed, we would be required to delay, reduce or eliminate certain of our development programs and could harm our business, financial condition and operating results. If we obtain additional funds by selling any of our equity, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to our common stock. If we issue debt securities, there may be negative covenants which may restrict our company’s activities. If adequate funds are not available to the Company when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.

Current report

The unaudited interim financial statements included in this Quarterly Report have been prepared assuming we will continue as a going concern and do not include any adjustments to the carrying amounts or classification of assets and liabilities that might result from the outcome of this uncertainty. See Note 1 to our unaudited interim financial statements.

Previous report

On November 5, 2025, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for our Common Stock for the previous 30 consecutive business days 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 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.

Previous report

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. Since our inception through March 31, 2026, we have funded our operations, principally with the issuance of equity and debt.

Previous report

On August 27, 2025, we closed the IPO pursuant to the Underwriting Agreement. The net proceeds to the Company from the IPO, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated offering expenses were approximately $12,871,280. In addition, on September 12, 2025, we had a closing of the Option Shares, resulting in the net proceeds of approximately $2,070,000.

Previous report

As of March 31, 2026, we had cash and cash equivalents totaling $4,018,574, compared to $198,943 as of March 31, 2025. The increase in cash and cash equivalents was primarily attributable to net proceeds of approximately $15.3 million received from the Company’s IPO completed in August 2025 and the exercise in full of the underwriters’ over-allotment option in September 2025.

Previous report

We believe our existing cash and access to shareholders’ support are sufficient to fund our operations for at least the next twelve months. However, our ability to continue operating beyond this period is dependent upon the successful implementation of our business plan, including conducting FDA-required good laboratory practice (“GLP”) toxicology and pharmacokinetic studies for Phyto-N in ulcerative colitis, and preparation and submission of an Investigational New Drug application.

Previous report

We have not yet achieved profitability and anticipate continued operating losses in the foreseeable future. Our financial statements include a going concern disclosure due to our recurring losses, accumulated deficit, and reliance on external funding. However, management believes that substantial doubt has been alleviated due to our strong cash position, receipt of the IPO proceeds.

Current report — wording carried from elsewhere

Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025

Current report — wording carried from elsewhere

We did not generate any revenue during the six months ended June 30, 2026, or 2025. This is consistent with our focus on advancing the development of our botanical drug candidates and progressing toward our clinical and regulatory milestones.

Current report — wording carried from elsewhere

We anticipate generating revenue only upon successful commercialization of our product candidates or from entering into strategic licensing agreements. However, there is no assurance as to the timing or likelihood of these events.

Current report — wording carried from elsewhere

General and administrative expenses were $1,659,040 for the six months ended June 30, 2026, compared to $195,110 for the same period in 2025. The increase was primarily attributable to higher personnel-related expenses, including approximately $814,590 of increased payroll costs, as our founder and certain members of senior management began receiving compensation following the completion of our IPO, whereas little or no cash compensation had been paid to these individuals prior to that time. The increase also reflects higher professional fees and other costs associated with operating as a public company. General and administrative expenses for the six months ended June 30, 2026 also included $9,792 of non-cash stock-based compensation associated with the issuance of 24,000 shares of common stock in March 2026, compared to $nil in the prior year period.

Current report — wording carried from elsewhere

Following our initial public offering, we continued to invest in research and development (“R&D”) activities primarily related to FDA-mandated investigational new drug (“IND”) studies targeting ulcerative colitis as our lead indication and cancer cachexia as our second core indication, as well as atopic dermatitis, rheumatoid arthritis, gouty arthritis, and diabetic foot. For the six months ended June 30, 2026, R&D expenses totaled $4,849,879, primarily reflecting costs incurred under service agreements for IND-related studies and research activities, with such costs recognized over the respective service period in accordance with the terms of the underlying agreements. As of June 30, 2026, the Company recorded $1.8 million in prepaid R&D, representing advance payments to Contract Research Organizations (“CROs”) and Contract Development and Manufacturing Organizations (“CDMOs”) for services to be rendered under ongoing IND studies. We expect R&D spending to remain significant as these studies progress but to moderate in future periods until FDA approvals are obtained and clinical trial activities commence.

Current report — wording carried from elsewhere

For the six months ended June 30, 2026, other income was $67,721, primarily interest income earned on cash and cash equivalents. The increase was primarily attributable to higher interest income earned on the Company’s cash balances. The higher interest income primarily reflects increased cash balances following the receipt of net proceeds from the Company’s IPO.