Acurx Pharmaceuticals, Inc. Announces up to $7.1 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Acurx Pharmaceuticals (NASDAQ: ACXP) announced a registered direct offering to sell 825,085 shares (or pre-funded warrants) at $3.03 per share and a concurrent private placement of short-term warrants to purchase up to 1,650,170 shares at $2.78 per warrant.

The offering is expected to close on or about April 16, 2026, providing approximately $2.5 million of upfront gross proceeds and up to $4.6 million additional proceeds if warrants are fully exercised, for total potential gross proceeds of $7.1 million.

Positive

• Immediate gross proceeds of $2.5 million
• Potential additional proceeds of $4.6 million if warrants fully exercised
• Registered direct offering priced at-the-market under Nasdaq rules

Negative

• Issuance of up to 825,085 shares (or pre-funded warrants)
• Potential dilution from up to 1,650,170 short-term warrants if exercised
• Short-term warrants exercisable at $2.78, below share price paid of $3.03

News Market Reaction – ACXP

-19.68%

14 alerts

-19.68% Session close to close

-22.6% Trough in 17 min

$8.85M Market Cap

0.2x Rel. Volume

In the Apr 16 session, ACXP declined 19.68%, reflecting a significant negative market reaction. Argus tracked a trough of -22.6% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -19.7% in the session following this news. A negative reaction despite funding new...

Analysis

The stock dropped -19.7% in the session following this news. A negative reaction despite funding news fits Acurx’s history of weak responses to offerings, which averaged -14.56% on past events. This deal raises up to $7.1 million via a registered direct and private short-term warrants under the existing $50 million shelf, adding equity overhang. Investors may focus on dilution from 825,085 new shares plus 1,650,170 warrant shares and how efficiently the added capital is deployed.

Key Figures

Total potential proceeds: $7.1 million Upfront gross proceeds: $2.5 million Warrant proceeds: $4.6 million +5 more

8 metrics

Total potential proceeds $7.1 million Maximum aggregate gross from offering and warrant exercises

Upfront gross proceeds $2.5 million Expected gross from registered direct before fees

Warrant proceeds $4.6 million Potential additional gross if short-term warrants fully exercised

Shares offered 825,085 shares Common stock or pre-funded warrants in registered direct

Offering price $3.03 per share Purchase price for common stock or pre-funded warrants

Warrant shares 1,650,170 shares Common shares underlying short-term warrants

Warrant exercise price $2.78 per share Exercise price of short-term warrants

Warrant term 24 months Expiry after effective resale registration date

Previous Offering Reports

5 past events · Latest: Jun 17 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 17	Warrant exercise financing	Negative	-12.3%	Holder exercised discounted warrants for $2.67M gross; new five-year warrants issued.
Mar 10	Offering closing	Negative	+2.2%	Closed $1.1M registered direct with concurrent private warrants for 8.235M shares.
Mar 07	Offering announcement	Negative	-29.9%	Announced $1.1M registered direct and private warrants, using shelf plus 4(a)(2).
Jan 07	Offering closing	Negative	-6.9%	Closed $2.5M at-the-market registered direct with concurrent five-year private warrants.
Jan 06	Offering announcement	Negative	-26.0%	Announced $2.5M at-the-market registered direct and immediate private warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Past financing and warrant-related offerings often saw negative price reactions, with most events declining and only one modest gain.

Recent Company History

Over the past year, Acurx has repeatedly tapped the capital markets via offerings and warrant transactions. January and March 2025 registered direct offerings of $2.5M and $1.1M, plus a June $2.67M warrant exercise, generally triggered share price declines. These financings, typically used for working capital and general corporate purposes, form a pattern of dilution events. Today’s registered direct offering with concurrent private warrants fits this established funding approach.

Key Terms

registered direct offering, at-the-market, pre-funded warrants, short-term warrants, +4 more

8 terms

registered direct offering financial

"entered into a definitive agreement ... in a registered direct offering priced at-the-market"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

at-the-market financial

"registered direct offering priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

pre-funded warrants financial

"825,085 shares of its common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

short-term warrants financial

"will issue unregistered short-term warrants to purchase up to 1,650,170 shares"

Short-term warrants are tradable contracts that give the holder the right to buy a company's shares at a fixed price within a brief, specified window—usually weeks to a few months. Think of them as limited-time coupons for stock: they let investors try to profit from quick price moves without owning the shares outright, but they can magnify gains or losses and may dilute existing shareholders if exercised.

shelf registration statement regulatory

"pursuant to a "shelf" registration statement on Form S-3 (File No. 333-288595)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"a "shelf" registration statement on Form S-3 (File No. 333-288595)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

section 4(a)(2) regulatory

"private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$2.5 million upfront with up to an additional $4.6 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

STATEN ISLAND, N.Y., April 16, 2026 /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 that it has entered into a definitive agreement for the purchase and sale of an aggregate of 825,085 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $3.03 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue unregistered short-term warrants to purchase up to 1,650,170 shares of common stock. The short-term warrants will have an exercise price of $2.78 per share, will be immediately exercisable upon issuance and will expire twenty-four months following the effective date of the registration statement registering the resale of the shares of common stock underlying the short-term warrants. The closing of the offering is expected to occur on or about April 16, 2026, subject to the satisfaction of customary closing conditions.

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

The aggregate gross proceeds to the Company from the offering are expected to be approximately $2.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered short-term warrants, if fully-exercised on a cash basis, will be approximately $4.6 million. No assurance can be given that any of such short-term warrants will be exercised. 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 (or pre-funded warrants) (but not the short-term warrants issued in the private placement or the shares of common stock underlying such short-term warrants) are being offered by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-288595) filed with the Securities and Exchange Commission ("SEC") on July 9, 2025, and became effective on January 6, 2026. The registered direct offering of the shares of common stock (or pre-funded warrants) is being 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 securities being offered in the registered direct offering will be filed with the SEC and be 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, when available, 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 short-term warrants described above are being 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 short-term warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the short-term 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+ 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 (CDI) is Phase 3 ready to advance to international clinical trials subject to obtaining appropriate financing. The Company recently announced the launch of a ground-breaking clinical trial with ibezapolstat in patients with multiply-recurrent CDI (rCDI) that has the potential to shift the paradigm of treatment and prevention of rCDI from two agents to one. This new clinical trial in rCDI begins with an open-label pilot trial to gain experience with IBZ in patients with multiply-recurrent CDI with at least 3 episodes of CDI within the past 12 months. This will inform elements of a planned active-controlled, Phase 3 registration trial in the rCDI indication to be implemented following favorable results from the open-label 20 patient trial. Upon subsequent successful completion of the Ph3 pivotal rCDI trial, and per the operative FDA procedure, Acurx plans to request FDA approval for treatment and prevention of rCDI under the FDA's Limited Population Pathway for Antibacterial and Antifungal Drugs (Guidance for Industry, 2020).

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.

To learn more about Acurx Pharmaceuticals and its product pipeline, please visit www.acurxpharma.com. 

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 ability of the Company to consummate the offering, the exercise of the short-term warrants prior to their expiration, the satisfaction of the closing conditions of the offering, and the use of proceeds therefrom. 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, 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, 2025, 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

 

View original content:https://www.prnewswire.com/news-releases/acurx-pharmaceuticals-inc-announces-up-to-7-1-million-registered-direct-offering-priced-at-the-market-under-nasdaq-rules-302743961.html

SOURCE Acurx Pharmaceuticals, Inc.

FAQ

What is Acurx (ACXP) raising in the April 16, 2026 offering?

Acurx is raising approximately $2.5 million upfront via sale of 825,085 shares at $3.03 each, with potential additional proceeds of $4.6 million if concurrent short-term warrants are fully exercised, for total potential gross proceeds of $7.1 million.

How many warrants and shares are included in the ACXP financing and at what prices?

The transaction includes sale of 825,085 shares (or pre-funded warrants) at $3.03 per share and issuance of short-term warrants to purchase up to 1,650,170 shares at an exercise price of $2.78 per share.

When will the Acurx (ACXP) registered direct offering close and under what filing?

The offering is expected to close on or about April 16, 2026, and the shares are offered under a Form S-3 shelf registration (File No. 333-288595) that became effective on January 6, 2026.

What will Acurx (ACXP) use the net proceeds from the offering for?

According to Acurx, the net proceeds are intended for working capital and general corporate purposes, with no specific projects or allocations disclosed and no assurance that issued warrants will be exercised.