EX-19.1 3 ex19-1.htm EX-19.1

Exhibit 19.1

CURANEX PHARMACEUTICALS INC

INSIDER TRADING POLICY

Dated: March 25, 2026

This policy (the “Policy”) provides guidelines to employees, consultants, affiliates, officers and directors of Curanex Pharmaceuticals Inc (the “Company”) with respect to transactions in the Company’s securities. The object of the restrictions on engaging in transactions in the Company’s securities in this Policy is to assist in compliance with the requirements of the relevant laws by Insiders (as defined below). The Board of Directors of the Company appointed Dr. Liqin Xie as the Company’s initial compliance officer (the “Compliance Officer”) and will appoint the Compliance Officer from time to time.

If you have any questions regarding this Insider Trading Company, please contact Liqin Xie at c/o Curanex Pharmaceuticals Inc, 2 Jericho Plaza, Suite 101B, Jericho, NY 11753, (718) 673-6078.

The Company’s securities are publicly traded on the Nasdaq Capital Market (“Nasdaq”), subjecting the Company to the U.S. Securities Act of 1933, as amended and the U.S. Securities Exchange Act of 1934, as amended and the regulations promulgated thereunder, as well as the guidelines and directives issued by the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Listing Rules (collectively, the “US Securities Laws”). In addition, officers and directors of the Company are subject to additional rules described in this memo.

1. General Statement. The Company’s policy, applicable to all employees, directors, contractors and consultants (“Insiders”) prohibits trading, and tipping others who may trade, when you know material, non-public information. The Company also has a Trading Blackout Policy that applies to certain employees. Generally, those employees are the officers and directors of the Company, as well as selected employees who have access to material information about the Company prior to its public release.

What information is “material”?

Information is “material” if it is likely that it would be important for an investor in making an investment decision about the Company. Information that is likely to affect the price of the Company’s stock is material. Either positive or negative information may be material.

Because any information that is not disclosed to the trading public may be construed as being “material,” as a general rule you should keep all Company information private. If any of you has any doubt as to whether specific information could be considered material, you should talk with the Compliance Officer.

Examples of some types of material information are:

| ● | Financial results
| ● | Projections of future earnings or losses
| ● | Changes in management or key professional personnel
| ● | A pending or proposed acquisition or merger
| ● | Signing or termination of a substantial contract
| ● | Commencement or cancellation of a new product development effort
| ● | Stock splits or stock dividends
| ● | New equity or debt offerings
| ● | Actual or threatened litigation, or developments relating to it
| ● | Bankruptcy or financial liquidity problems

What is “non-public” information?

Information is considered to be non-public unless it has been effectively disclosed to the public. Examples of public disclosures include public filings with the Securities and Exchange Commission and Company press releases. For information to be considered public, it must not only be disclosed publicly, but there also must be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the close of regular trading on the stock market on the first business day after public disclosure.

2. Specific Policies Applicable to You

Trading on Material, Non-Public Information

When you know material, non-public information about any company, you, your spouse, members of your immediate family living in your household, and any trust, partnership or other entity in which you have direct or indirect investment power or authority (“Attributed Persons”), are prohibited from three activities:

| ● | trading in that company’s securities (including trading in options, puts, calls or other derivative securities of that company);
| ● | having others trade for you in that company’s securities;
| ● | disclosing the information to anyone else who then might trade.

Neither you, nor anyone acting on your behalf, nor anyone who learns the information directly or indirectly from you (including your spouse and family members), nor any entity in which you have any investment power or authority, can trade. This prohibition continues whenever and for as long as you know material, non-public information, even if you planned to make the transaction before you learned of the inside information and even if the failure to execute such transaction may result in loss or in the inability to generate an anticipated profit. It applies even if you obtained the information as an employee and you have left the employment of the Company.

Although it is most likely that any material, non-public information you might learn would be about the Company, these prohibitions apply to trading in the securities of any company about which you have material, non-public information that you obtained in the course of your employment with the Company, or one of its affiliates or its subsidiaries.

You are responsible for distributing this memorandum to the Attributed Persons and ensuring that they comply with these procedures.

Tipping

An Insider may not disclose (“tip”) Inside Information to any other person (including family members) where such information may be used by such person to his or her profit by trading in the securities of companies to which such information relates. An Insider or related person may not make recommendations or express opinions on the basis of the Inside Information as to trading in the Company’s securities. Material non-public information communicated (even casually or unintentionally) to a friend, business associate or a family member who in turn uses that information to trade may be a violation of SEC regulations for which you, and the outsider, can be held liable.

Don’t Discuss Company Information with the Press, Analysts or Other Persons Outside of the Company

Announcements of Company information are regulated by Company policy (separate from this Policy) and may only be made by persons specifically authorized by the Company to make such announcements. Laws and regulations govern the nature and timing of such announcements to outsiders or the public and unauthorized disclosure could result in substantial liability for you, the Company and its management. If you receive inquiries by any third party about the Company’s financial information, you should notify the Compliance Officer immediately. If you receive inquiries about other Company information, you should notify the Compliance Officer immediately.

Don’t Participate in Internet “chat rooms” in which the Company is Discussed

You may not participate in online dialogues (or similar activities) involving the Company, its business or its stock.

Investment Advice

The Company will not at any time issue recommendations with respect to its own securities, and no employee is permitted to recommend or solicit transactions in the Company’s securities. If any customer, representative of the media or other person requests information from you relating to the Company’s stock, you should refer him or her to the Company’s publicly filed disclosures.

Trading Blackout Policy/Trading Window

Certain employees of the Company (if you receive this memo, you are one of those employees), as well as the members of the Company’s Board of Directors, their spouses, and members of their immediate families, are prohibited from engaging in any transaction involving the Company’s securities other than during the “Trading Window,” except as noted below relating to Rule 10b5-1 trading plans. The Trading Window closes and you enter into a Trading Blackout Period prior to the opening of trading on the fifteenth day of the last month of each quarter and commencing on the first calendar day of the third fiscal month of the fourth fiscal quarter. The Trading Window opens at the close of regular trading on the stock market on the first business day (“Trading Day”) after the Company publicly discloses its financial results for the previous quarter or fiscal year.

From time to time, the Company may also recommend that directors, selected employees or consultants and others suspend trading because of developments known to the Company and not yet known to the public (for example, a pending merger or acquisition). In such event, such persons may not engage in any transaction involving the Company’s securities during such period and may not disclose to others the fact that trading has been suspended.

Standing Order

You may have a standing order with your broker to buy or sell the Company’s stock at a certain price. It is your responsibility to assure that those orders are suspended during the Company’s Trading Blackout Periods.

Exception for Rule 10b5-1 Trading Plans

Insiders may choose to enter into pre-arranged trading plans under SEC Rule 10b5-1. The Board of Directors has authorized the Compliance Officer to waive the Trading Blackout rules for insiders who enter into such plans. Entering into a trading plan can help reduce an insider’s trading risks. If you are interested in entering into a trading plan, you should contact the Compliance Officer for further details about a 10b5-1 trading plan.

General Pre-Clearance of Trades

“Preclearance” of trades is required of all persons listed as an insider (see below for special additional requirements if you are an officer or a director of the Company). You must contact the Compliance Officer at least four (4) business days before proceeding to trade in the Company’s securities. The Compliance Officer will review the Trading Windows to assure that your trade is not taking place during a Trading Blackout Period and review any special circumstances that might otherwise prevent you from trading in the Company’s stock.

3. Additional Requirements Applicable to Directors and Officers−Section 16 Compliance

The Sarbanes-Oxley Act accelerated the deadline for filing Form 4 reports on transactions in the Company’s stock. Directors and officers of the Company (“Section 16 Reporting Persons”) are required to file Forms 4 with the SEC two (2) business days after the day the transaction is executed. All Section 16 Reporting Persons are required to report to the Compliance Officer any transaction in securities of the Company by you, your spouse, any immediate family member sharing your household, or any trust, partnership, or other entity in which you have direct or indirect investment power or authority, not later than two business days after the transaction occurs. Transactions that are subject to the 2-day filing deadline include:

| ● | option exercises of any type;
| ● | purchases or sales of stock, regardless of whether the transactions occur in the open market or between you and the Company; and
| ● | grants of stock options and restricted stock.

Section 16 Reporting Persons are personally responsible for complying with Section 16 reporting rules. The Company will continue to assist its officers and directors with their Section 16 filings (if you so request – see attached acknowledgment). Those who want the Company to continue to provide this assistance must follow all of the compliance procedures set forth below. If you elect not to have the Company assist in the preparation and filing of your Section 16 reports, you must still comply with the pre-clearance procedures described in this memo. These procedures will help to promote compliance with the accelerated reporting requirements and to prevent inadvertent violations of the federal securities laws.

These procedures apply to any transaction effected by you, by any broker or plan administrator effecting transactions in the Company stock for your account and by family members or trusts that hold, purchase or sell Company stock that is attributed to you. You are responsible for distributing this memorandum to those other persons (“Attributed Persons”) and ensuring that they comply with these procedures.

Special Pre-Clearance Procedures for Section 16 Reporting Persons

All transactions in Company Securities by Section 16 Reporting Persons and all transactions by Attributed Persons must be pre-approved by the Compliance Officer. This procedure also requires advance approval of pre-arranged trading plans. All requests for pre-clearance should be submitted in writing to the Compliance Officer at least four (4) business days in advance of the proposed transaction.

When you request a pre-clearance, the Compliance Officer will require detailed information on the proposed transaction. This includes exactly how many shares are involved and, if stock options are involved, exactly which stock options are proposed to be exercised. You will also need to indicate the exact date the transaction is proposed to occur or other conditions to the transaction and you will need to provide contact information for the broker who will be responsible for the order. Approval for a trade will remain effective for only a limited period to be communicated to you at the time you receive clearance.

Once a transaction is pre-cleared, you and the broker will need to remain in on-going contact with the Company in order to provide detailed transaction information. You, or the Attributed Person, will need to authorize the broker to provide information directly to the Company.

Observe the Section 16 Liability Rules Applicable to Officers and Board Members and 10% Stockholders

If you are subject to reporting obligations under Section 16, you (and not the Company) are personally responsible for ensuring that your transactions do not give rise to “short swing” liability under Section 16. The practical effect of these provisions is that officers and directors who purchase and sell, or sell and purchase, Company securities within a six-month period must disgorge all profits to the Company whether or not they had any non-public information at the time of the transactions.

Prohibition on Short Sales and Purchases, Puts and Calls

Neither you, your spouse, any immediate family member sharing your household, nor any trust, partnership or other entity in which you have direct or indirect investment power or authority, may sell any securities of the Company that are not owned by such person at the time of the sale (a “short sale”). Also, no such person may buy or sell puts, calls or other derivative securities of the Company at any time.

Individual Responsibility to Comply with Policy

Every officer and director has the individual responsibility to comply with this Policy. Beyond the guidelines set forth in this Policy, appropriate judgment should be exercised in connection with any trade in the Company’s securities. If you know or have reason to believe that the Company’s policy on insider trading or the special rules and trading procedures described above have been or are about to be violated, you should bring the actual or potential violation to the attention of the Compliance Officer.

Duties of Compliance Officer

The duties of the Compliance Officer include the following:

| 1. | Assisting in preparing and filing Section 16 reports.
| 2. | Serving as the designated recipient at the Company of copies of reports filed with the SEC by Section 16 Reporting Persons.
| 3. | Performing periodic cross-checks of available materials to determine trading activity by officers, directors and others who have or may have access to Inside Information.
| 4. | Circulating this Policy as described above.
| 5. | Coordinating compliance activities with respect to Rule 144 requirements.
| 6. | Reviewing Rule 10b5-1 Trading Plans; waiving Trading Blackout rules for trades made in connection with such plans.

As a reminder the Reporting Person is responsible for ensuring compliance with such Reporting Person’s Section 16 filing requirements.

4. Modifications and Waivers

The Company reserves the right to amend or modify the procedures set forth herein at any time. Waiver of any provision of this policy statement in a specific instance may be authorized in writing by the Chief Executive Officer or the Compliance Officer, and any such waiver shall be reported to the Board of Directors at its next regularly scheduled meeting.

Curanex Pharmaceuticals Inc

Acknowledgment of Insider Trading Policy and Trading Blackout Policy

I hereby acknowledge that I have read, and that I understand, and that I agree to comply with, the Statement of Company Policy on Insider Trading and Trading Blackout Policy. I understand that, if I am an employee of the Company or one of its subsidiaries or affiliates, my failure to comply in all respects with the Company’s policy is a basis for termination of my employment. I will instruct members of my immediate family and any other Attributed Persons as to these compliance procedures.

Date: |  |  | Signature: |
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