Acurx Pharmaceuticals, Inc. Announces Closing of $2.5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Acurx Pharmaceuticals (NASDAQ: ACXP) has completed its previously announced registered direct offering, raising $2.5 million through the sale of 2,463,058 common stock shares at $1.015 per share, priced at-the-market under Nasdaq rules. The company also issued unregistered warrants in a concurrent private placement to purchase up to 2,463,058 shares at an exercise price of $0.90 per share, exercisable immediately and expiring in five years.

H.C. Wainwright & Co. served as the exclusive placement agent. The net proceeds, after deducting placement agent fees and offering expenses, will be used for working capital and general corporate purposes. The common stock shares were offered through a shelf registration statement, while the warrants were issued through a private placement under Section 4(a)(2) of the Securities Act.

Positive

• Successfully raised $2.5 million in gross proceeds
• Warrants issued at $0.90 per share, below market price, potentially attractive for investors
• Five-year warrant term provides long-term optionality for investors

Negative

• Potential dilution from 2,463,058 new shares issued
• Additional potential dilution from 2,463,058 warrant shares if exercised
• Offering price of $1.015 represents a discount to market price

Insights

Financial Analyst

The $2.5 million registered direct offering represents a critical capital raise for Acurx Pharmaceuticals, though at a concerning price point of $1.015 per share, which is notably low given their market position. The concurrent issuance of warrants with a $0.90 exercise price, below the offering price, suggests significant dilution potential and reflects challenging market conditions. The structure of the deal - combining registered shares with private placement warrants - indicates a complex financing arrangement typical of small-cap biotech companies under capital pressure.

The dilution impact is substantial, with 2,463,058 new shares representing approximately 17% of the company's $14.4 million market cap. The warrant overhang creates additional pressure, potentially doubling the dilution if fully exercised. While the financing provides needed working capital, the terms suggest institutional confidence and could create resistance levels for future stock appreciation.

Biotech Market Specialist

This financing, while providing essential working capital, reflects the challenging environment for small-cap biotech companies developing novel antibiotics. The funding arrives at a critical juncture for Acurx's late-stage pipeline, particularly their new class of antibiotics for difficult-to-treat bacterial infections.

The pricing dynamics - both the share price and warrant exercise price below market - indicate significant market skepticism despite the company's innovative antibiotic development program. H.C. Wainwright's involvement as placement agent adds credibility, but the terms suggest institutional appetite. For context, this type of financing structure is increasingly common among pre-revenue biotech companies in 2025's tighter capital markets, where traditional equity raises have become more challenging.

STATEN ISLAND, N.Y., Jan. 7, 2025 /PRNewswire/ -- Acurx Pharmaceuticals, Inc. (NASDAQ: ACXP) ("we" or "Acurx" or the "Company"), a late-stage biopharmaceutical company developing a new class of antibiotics for difficult-to-treat bacterial infections, today announced the closing of its previously announced registered direct offering of 2,463,058 shares of its common stock at a purchase price of $1.015 per share priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to 2,463,058 shares of common stock. The warrants have an exercise price of $0.90 per share, are exercisable upon issuance and expire five years following the date of issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering were approximately $2.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The shares of common stock (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) were offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-265956) filed with the Securities and Exchange Commission ("SEC") on July 1, 2022 and became effective on July 11, 2022. The registered direct offering of the shares of common stock was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock offered in the registered direct offering were filed with the SEC and are available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Acurx Pharmaceuticals, Inc.

Acurx Pharmaceuticals is a late-stage biopharmaceutical company focused on developing a new class of small molecule antibiotics for difficult-to-treat bacterial infections. The Company's approach is to develop antibiotic candidates with a Gram-positive selective spectrum (GPSS®) that blocks the active site of the Gram-positive specific bacterial enzyme DNA polymerase IIIC (pol IIIC), inhibiting DNA replication and leading to Gram-positive bacterial cell death. Its R&D pipeline includes antibiotic product candidates that target Gram-positive bacteria, including Clostridioides difficile, methicillin-resistant Staphylococcus aureus (MRSA), vancomycin resistant Enterococcus (VRE), drug-resistant Streptococcus pneumoniae (DRSP) and B. anthracis (anthrax; a Bioterrorism Category A Threat-Level pathogen). Acurx's lead product candidate, ibezapolstat, for the treatment of C. difficile Infection is Phase 3 ready with plans in progress to begin international clinical trials this year. The Company's preclinical pipeline includes development of an oral product candidate for treatment of ABSSSI (Acute Bacterial Skin and Skin Structure Infections), upon which a development program for treatment of inhaled anthrax is being planned in parallel.

Forward-Looking Statements

Any statements in this press release about our future expectations, plans and prospects, including statements regarding our strategy, future operations, prospects, plans and objectives, and other statements containing the words "believes," "anticipates," "plans," "expects," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding the use of proceeds from the offering. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: market and other conditions, whether ibezapolstat will benefit from the QIDP designation; whether ibezapolstat will advance through the clinical trial process on a timely basis; whether the results of the clinical trials of ibezapolstat will warrant the submission of applications for marketing approval, and if so, whether ibezapolstat will receive approval from the FDA or equivalent foreign regulatory agencies where approval is sought; whether, if ibezapolstat obtains approval, it will be successfully distributed and marketed; and other risks and uncertainties described in the Company's annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2023, and in the Company's subsequent filings with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release, and Acurx disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by law.

Investor Contact:

Acurx Pharmaceuticals, Inc.
David P. Luci, President & Chief Executive Officer
Tel: 917-533-1469
Email: davidluci@acurxpharma.com

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SOURCE Acurx Pharmaceuticals, Inc.

FAQ

How much did Acurx Pharmaceuticals (ACXP) raise in its January 2025 offering?

Acurx Pharmaceuticals raised $2.5 million in gross proceeds through a registered direct offering of 2,463,058 shares at $1.015 per share.

What are the terms of ACXP's January 2025 warrant offering?

The warrants allow purchase of up to 2,463,058 shares at $0.90 per share, are immediately exercisable, and expire in five years.

How will ACXP use the proceeds from its January 2025 offering?

The company intends to use the net proceeds for working capital and other general corporate purposes.

Who was the placement agent for ACXP's January 2025 offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

What is the total potential dilution from ACXP's January 2025 offering?

The total potential dilution includes 2,463,058 shares from the direct offering plus an additional 2,463,058 shares if all warrants are exercised.