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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
October 29, 2026
Date of report (Date of earliest event reported)
ACURX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware | |
001-40536 | |
82-3733567 |
(State or other jurisdiction of
incorporation or organization) | |
(Commission File Number) | |
(I.R.S. Employer
Identification Number) |
| 259 Liberty Avenue, Staten Island, NY |
10305 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (917) 533-1469
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations 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(s) |
|
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.
On
October 29, 2026, the Board of Directors of Acurx Pharmaceuticals, Inc. (the “Company”) approved and adopted,
effective as of that date, an amendment (the “Amendment”) to the Company’s Bylaws (the “Bylaws”). The Amendment
reduces the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise required by
law or by the Company’s Certificate of Incorporation, as amended, or Bylaws, to one-third (33⅓%) of the voting power of the
stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented
by proxy. The Bylaws previously provided that the holders of a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger
number may be required by law.
The
foregoing description of the Amendment 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 filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Amendment No. 1, as adopted and approved by the Board of Directors on October 29, 2026, to the Bylaws of Acurx Pharmaceuticals, Inc. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (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 on its behalf by the
undersigned hereunto duly authorized.
| |
ACURX PHARMACEUTICALS, INC. |
| |
|
|
| Date: October 29, 2026 |
By: |
/s/ David P. Luci |
| |
|
David P. Luci |
| |
|
Chief Financial Officer |
