Curanex Pharmaceuticals Inc美股招股说明书(2025-08-26版)

This prospectus is related to the resale of up to 1,750,000 shares, par value $0.0001 per share (the “Selling Stockholder Shares” of Curanex Pharmaceuticals Inc, a Nevada corporation (the “Company”),by the stockholders named in this prospectus (the “Selling Stockholders”). The resale of the Selling Stockholder Shares is conditioned upon the successful completion of the sale of 3,750,000 shares ofCommon Stock (the “IPO Shares”) by the Company in the initial public offering on a firm commitment underwritten basis (the “IPO”) pursuant to a separate public offering prospectus (the “IPOProspectus”), and the listing of the IPO Shares on the Nasdaq Capital Market. We will pay all fees and expenses incident to the registration of the Selling Stockholder Shares. We will not receive any of the proceeds from the sale of the Selling Stockholder Shares by any of theSelling Stockholders. Furthermore, the underwriters for the IPO (the “Underwriters”) will neither underwrite the sale of Selling Stockholder Shares nor receive any compensation from the sale of theSelling Stockholder Shares. Prior to the IPO, there has been no public market for the Company’s shares of Common Stock. Our Common Stock was approved for listing on theNasdaq Capital Market (“Nasdaq”) under the symbol“CURX.” Upon completion of the IPO, the Selling Stockholders may offer their shares from time to time directly or through one or more broker-dealers or agents at market prices prevailing at the time of sale. TheSelling Stockholders 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 SellingStockholders, 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 Actof 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 discountsunder the Securities Act. The registration of the resale of the Selling Stockholder Shares does not mean that any of the Selling Stockholders will offer or sell any of the Selling Stockholder Shares. Foradditional information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this prospectus entitled “Selling Stockholders Plan ofDistribution”. Immediately upon the completion of the IPO, the Company will have 27,750,000 Shares of Common Stock issued and outstanding or 28,312,500 if the Underwriters exercise in full the over-allotmentoption. The Company’s 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 ownapproximately 80% of the outstanding shares of Common Stock as of the date of this prospectus and will own approximately 69.3% of our outstanding voting stock after the underwritten Offering,assuming the Underwriters do not exercise their over-allotment option. They also beneficially own 100% of Series A Preferred Stock (“Series A Preferred Stock”) as of the date of this prospectus thatprovide 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 forNasdaq 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 underNasdaq 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” beginningon 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 reportingrequirements. 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 inconnection 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 orcomplete. Any representation to the contrary is a criminal offense. Prospectus dated August 25, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS20SELLING STOCKHOLDERS21SELLING STOCKHOLDERS PLAN OF DISTRIBUTION22USE OF PROCEEDS23DIVIDEND POLICY23CAPITALIZATION24DILUTION25MANAG