Curanex Pharmaceuticals Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________________ Commission file number 001-42815 CURANEX PHARMACEUTICALS INC(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Accelerated filerSmaller reporting companyEmerging growth company 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2025 was N/A. As of March 30, 2026, there were 28,364,812 shares of common stock issued and outstanding. CURANEX PHARMACEUTICALS INCAnnual Report on Form 10-KFor the Fiscal Year Ended December 31, 2025TABLE OF CONTENTSPageCautionary Note Regarding Forward-Looking StatementsiiPART IItem 1.Description of Business1Item 1A.Risk Factors49Item 1B.Unresolved Staff Comments65Item 1C.Cybersecurity65Item 2.Properties65Item 3.Legal Proceedings65Item 4.Mine Safety Disclosures65PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities66Item 6.[Reserved]66Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations67Item 7A.Quantitative and Qualitative Disclosures About Market Risk72Item 8.Financial Statements and Supplementary Data72Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure72Item 9A.Controls and Procedures72Item 9B.Other Information73Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections73PART IIIItem 10.Directors, Executive Officers and Corporate Governance73Item 11.Executive Compensation81Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters83Item 13.Certain Relationships and Related Transactions, and Director Independence84Item 14.Principal Accountant Fees and Services85PART IVItem 15.Exhibits, Financial Statement Schedules86Item 16.Form 10–K Summary86Signatures87i Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K (the “Annual Report”) includes a number of forward-looking statements that reflect management’s current views with respect tofut