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2025-09-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 22, 2025
Acurx Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware | |
001-40536 | |
82-3733567 |
(State or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(IRS
Employer
Identification No.) |
259 Liberty Avenue, Staten Island, NY 10305
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (917) 533-1469
Not applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered |
| Common Stock, par value $0.001 per share |
|
ACXP |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
At
the special meeting of stockholders of Acurx Pharmaceuticals, Inc. (the “Company”) held on September 16, 2025, the Company’s
stockholders approved an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the
total number of authorized shares of the Company’s common stock from 200,000,000 to 250,000,000. On September 22, 2025, the Company
filed the Amendment with the Secretary of State of the State of Delaware with immediate effect.
The
summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibits are
filed with this Current Report on Form 8-K:
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation, as amended, dated September 19, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| |
Acurx Pharmaceuticals, Inc. |
| Date: September 22, 2025 |
|
|
| |
By: |
/s/ David P. Luci |
| |
Name: |
David P. Luci |
| |
Title: |
President and Chief Executive Officer |
