Material Agreement, Management Change/Compensation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

The information set forth below under Item 5.02 with respect to the Employment Agreement with Jun Liu and the Employment Agreement with Dr. Liqin Xie is incorporated by reference into this Item 1.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CEO Employment Agreement

On March 2, 2026, Curanex Pharmaceuticals Inc (the "Company") entered into an executive employment agreement with Mr. Jun Liu, the Chief Executive Officer and President of the Company, effective March 1, 2026 (the "CEO Agreement"). The CEO Agreement relates to the continuation of Mr. Liu's services as Chief Executive Officer and President of the Company since his appointment to these positions in February 2024, and requires Mr. Liu to provide the services and responsibilities consistent with the position of chief executive officer and president of a publicly listed company, including taking overall responsibility for the Company's management, corporate strategy, research and development oversight, clinical and regulatory coordination, capital markets activities, and execution of the Company's business, subject at all times to the policies set by the Board of directors of the Company.

The term of the CEO Agreement begins on the Effective Date and ends on the fourth anniversary of the Effective Date, until terminated earlier by the parties under the terms of the CEO Agreement. It may be renewed upon the same terms and conditions for successive one-year periods, upon mutual consent of the parties.

The CEO Agreement provides for (i) an annual base salary of $393,600 per calendar year, (ii) eligibility to participate in the Company's equity incentive plan to be adopted by the Company; (iii) continued eligibility to participate in all employee benefit plans, practices and program maintained by the Company that are generally made available to employees of the Company, including vacation days, sick days, and reimbursement for all reasonable and necessary out-of-pocket business and travel expenses incurred by him in connection with the performance of his duties; and (iv) in addition, the Company shall cover monthly lease expenses for the automobile being operated by the CEO in the amount of $3,998.

If the CEO Agreement is terminated due to Mr. Liu's death, his beneficiary shall receive any salary, benefits and reimbursements that would otherwise have been payable to Mr. Liu as of the date of his death. If the CEO Agreement is terminated due to Mr. Liu's disability, upon determination that a disability exists, after consultation with a qualified, independent physician, Mr. Liu shall be entitled to receive any amounts of salary earned, accrued and owing but not yet paid and any benefits accrued and due under any applicable benefit plans and programs of the Company. If Mr. Liu voluntary terminates the CEO Agreement, or the CEO Agreement is terminated by the Company for "cause," then Mr. Liu shall receive only any amounts of the base salary earned, accrued and owing, but not yet paid, but will not be eligible to receive any benefits by the Company.

If Mr. Liu terminates his employment and this CEO Agreement for "good reason" which includes a material adverse change by the Company in duties, authority or responsibilities of the executive as President and Chief Executive Officer which is accompanied by a material reduction in his base salary; a failure by the Company to pay any amount due and owing hereunder; or a material breach of the CEO Agreement by the Company which has not been cured within ten (10) business days after written notice thereof by executive, or if the Company terminates Mr. Liu's employment without cause, then Mr. Liu will continue to receive for additional three (3) months his base salary, all other benefits as if his employment or service had not terminated, and all unvested options or restricted shares will become immediately vested.