Acurx Pharmaceuticals Inc SEC Filings

Acurx Pharmaceuticals (ACXP) reported $6.06 million in cash and total assets of $6.16 million at June 30, 2025, up from $3.71 million and $3.86 million at December 31, 2024, respectively. The company incurred a net loss of $2.25 million for the three months ended June 30, 2025 and $4.40 million for the six months ended June 30, 2025, which are both smaller than the comparable 2024 periods. Research and development expense declined to $524,210 in the quarter, reducing total operating expenses to $2.27 million.

Cash used in operating activities for the six months was $3.72 million while financings provided $6.08 million of net cash in the period, including registered offerings, an equity line of credit and a warrant inducement. Management warns that as of June 30, 2025 the Company believed its cash was insufficient to meet anticipated cash requirements for at least 12 months, raising substantial doubt about its ability to continue as a going concern. The filing also discloses Nasdaq notices for minimum stockholders' equity and minimum bid price noncompliance and a 1-for-20 reverse stock split effected in August 2025.

Acurx Pharmaceuticals’ September 16, 2025 virtual special meeting asks holders to approve three items:(1) under Nasdaq Rule 5635(d) the potential issuance of up to 133,363 new shares (≥20% of current float) upon exercise of Series G-2 warrants created in a June 17, 2025 warrant-inducement financing;(2) an amendment increasing authorized common shares to 250 million from 200 million; and(3) authority to adjourn the meeting if needed.

The June financing exchanged 222,272 previously outstanding warrants (cash-exercised at $12.00) for (i) 311,180 Series G-1 and (ii) 133,363 Series G-2 warrants, both exercisable at $8.50. The transaction delivered $2.67 million gross proceeds and could yield a further ≈$1.1 million if the G-2 warrants are cash-exercised after shareholder approval. A one-for-20 reverse split became effective August 4, 2025, shrinking outstanding shares to 1,526,227 as of the July 21 record date.

Failure to approve Proposal 1 renders the G-2 warrants non-exercisable and obligates the board to hold successive 90-day meetings until approval, while also forfeiting potential proceeds. Proposal 2 is framed as providing capital-raising flexibility; current fully diluted commitments leave ~197 million authorized shares unused. Management and directors own 20.3% of shares; Armistice Capital is the only 5%+ holder at 24.6%. Cash on hand was $4.6 million at March 31 2025.

Acurx Pharmaceuticals (ACXP) will hold a virtual special meeting on 16 Sep 2025 to vote on three proposals:

• Issuance Proposal: approve, under Nasdaq Rule 5635(d), up to 2,667,261 new shares issuable on exercise of Series G-2 warrants granted in a 17 Jun 2025 inducement financing. The warrants cannot be exercised—and would be worthless—without this approval.
• Authorized Share Increase: amend the Certificate of Incorporation to raise authorized common stock to 250 MM from 200 MM, providing flexibility for future corporate actions.
• Adjournment Proposal: permit adjournment if extra time is needed to secure votes or a quorum.

The June financing generated $2.67 MM gross proceeds when an investor exercised 4.45 MM existing warrants at $0.60. In exchange, Acurx issued 6.22 MM Series G-1 and 2.67 MM Series G-2 warrants, each exercisable at $0.425 for five years after shareholder approval. Full G-2 cash exercise could add ≈$1.1 MM more.

As of 23 Jul 2025, Acurx had 30.76 MM shares outstanding and ≈$4.6 MM cash (31 Mar 2025). Board recommends voting FOR all proposals, citing capital needs and strategic flexibility. Failure to approve would block warrant exercise, forfeit potential cash proceeds, and oblige Acurx to keep calling meetings every 90 days until approval or warrant expiry.

Acurx Pharmaceuticals, Inc. (Nasdaq: ACXP) has filed a Form S-3 “replacement” shelf registration statement that will allow the company to issue up to $50 million of securities – common or preferred stock, debt, warrants, rights or units – over the next three years. The filing refreshes the prior 2022 shelf, which is set to expire on 7 January 2026, and terminates any remaining unsold securities under that earlier registration.

• Size & structure: Aggregate limit of $50 million; offerings may occur “from time to time” under Rule 415 and can be made directly, through agents, or via underwriters.
• Capacity constraints: Because Acurx’s public float is only $21.9 million (26.65 million non-affiliate shares at $0.8207 on 17 Jun 2025), sales in any 12-month period are capped at roughly $7.3 million (one-third of float) under Instruction I.B.6 of Form S-3.
• Market context: Last reported share price was $0.4885 (8 Jul 2025). The company has already raised $5.48 million under the current 12-month limit, leaving limited immediate shelf capacity unless the float or price improves.
• Use of proceeds: “General corporate purposes,” including clinical trials for its antibiotic pipeline, R&D, working capital, capex and potential acquisitions.
• Corporate profile: Late-stage biopharma focused on novel Gram-positive antibiotics (targets include C. difficile and MRSA). Maintains Emerging Growth Company and Smaller Reporting Company status.

The registration statement does not constitute an offer or specify timing, pricing or exact securities. Any takedown will be detailed in future prospectus supplements. Investors should weigh the company’s need for capital against dilution risk, especially given the low share price and limited public float.

Acurx Pharmaceuticals, Inc. (ACXP) filed a Form D announcing a completed Rule 506(b) private placement of warrants. The filing reports an aggregate offering amount of $3,978,664, equivalent to the combined exercise prices of the inducement warrants issued to investors and the placement-agent warrants issued to H.C. Wainwright & Co. The entire amount has been sold, leaving $0 remaining, and the first sale occurred on 17 June 2025. Only one accredited investor participated, and the minimum investment was set at $0.

The securities offered were (i) warrants or other rights to acquire common stock and (ii) the common stock underlying those warrants. The offering is not related to a business combination and is expected to last less than one year.

Placement-agent compensation totaled $186,708 in cash (≈4.7% of the offering) plus warrants to purchase 266,726 shares at $0.75 per share. No finder’s fees were paid. The issuer declined to disclose its revenue range and claims no investment-company status.

Key investor takeaways:

• ACXP has secured incremental capital potential through warrant funding, although cash is only realized upon future exercise.
• The new warrants add dilution risk; exact share count of inducement warrants was not disclosed.
• Use-of-proceeds details were not provided in the excerpt.

Acurx Pharmaceuticals, Inc. (ACXP) filed an 8-K announcing a warrant-inducement transaction dated 17 June 2025.

Key cash component: a single holder exercised 4,445,435 existing Series A-D warrants at a reduced price of $0.60 per share, delivering ~$2.67 million gross / ~$2.3 million net cash to Acurx after a 7% placement fee and expenses.

New equity overhang: In exchange for the price reduction, Acurx granted the same holder

• Series G-1 warrants: 6,223,609 shares, exercisable immediately, $0.425 strike, 5-year term.
• Series G-2 warrants: 2,667,261 shares, exercisable post-stockholder approval, $0.425 strike, 5-year term from approval.

Potential dilution: including the exercised shares, up to ~13.6 million shares (4.45 M issued + 9.16 M new warrants) could enter the float, subject to ownership caps (4.99%/9.99%) and future exercise decisions.

Timing & registration: Closing targeted for 20 June 2025. Acurx must file a resale registration statement for the New Warrant Shares within 30 days and seek effectiveness within 60 days. For 45 days, the company is restricted from issuing additional equity and, for 90 days, from variable-rate financings (with limited exceptions).

Use of proceeds: general corporate and working-capital purposes.

Other terms: New warrants allow cashless exercise if resale registration is unavailable, include customary anti-dilution adjustments, lack an exchange listing, and contain standard fundamental-transaction protections.

Investor takeaway: The deal supplies modest near-term liquidity but meaningfully expands future share supply at sub-$1 strike prices, creating dilution risk while limiting additional near-term equity issuance.