Acurx Pharmaceuticals Inc SEC Filings

Acurx Pharmaceuticals (ACXP) filed an S‑1 to register up to 585,000 shares of common stock for resale by Lincoln Park Capital Fund, LLC. The company is not selling any securities in this prospectus and will not receive proceeds from the selling stockholder’s sales.

These shares relate to Acurx’s May 8, 2025 Purchase Agreement with Lincoln Park. Separately from this resale, Acurx may sell additional shares to Lincoln Park at its discretion and could receive up to $9.0 million in aggregate gross proceeds (in addition to $3.0 million previously received) after the May 29, 2025 commencement, subject to conditions. Regular purchases are priced at 97% of the lower of the day’s lowest sale price or the average of the three lowest closes in the prior 10 business days, with per‑day share and $500,000 per‑purchase caps and optional accelerated purchases. A 4.99% Beneficial Ownership Cap applies, which Lincoln Park may increase to 9.99% with 61 days’ notice. Shares outstanding were 2,081,323 as of October 14, 2025. A 1‑for‑20 reverse stock split became effective on August 4, 2025.

Acurx Pharmaceuticals, Inc. filed a Form 8-K dated September 22, 2025 reporting a material event: the company attached a Certificate of Amendment to the Certificate of Incorporation that is dated September 19, 2025. The filing notes inclusion of the cover page Inline XBRL tags and is signed by David P. Luci, President and Chief Executive Officer. The report appears limited to the corporate charter amendment and related filing mechanics; no financial statements, earnings data, or transaction details are included in the provided text.

Armistice Capital and Steven Boyd report passive ownership of 8.70% of Acurx Pharmaceuticals common stock. The filing states Armistice Capital, as investment manager of Armistice Capital Master Fund Ltd., and Steven Boyd, as managing member, share voting and dispositive power over 2,917,975 shares. The Master Fund is the direct holder while Armistice Capital exercises investment and voting power under an Investment Management Agreement; the Master Fund disclaims beneficial ownership arising solely from that agreement. The filing is made on Schedule 13G indicating the holdings are reported as passive.

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.