Acurx Pharmaceuticals (NASDAQ: ACXP) OKs warrant issuance and 250M share authorization

Rhea-AI Filing Summary

Acurx Pharmaceuticals, Inc. stockholders approved several key items at a special meeting held on September 16, 2025. Of 30,524,540 common shares outstanding as of the July 21, 2025 record date, 19,365,579 shares, or about 63.44%, were represented, establishing a quorum. Stockholders approved, for Nasdaq Listing Rule 5635(d) purposes, issuing common shares underlying Series G-2 warrants that could equal 20% or more of common stock outstanding before those warrants were issued. They also approved increasing authorized common shares from 200,000,000 to 250,000,000, subject to the board’s discretion, and approved the potential adjournment of the meeting to solicit additional proxies if needed.

Positive

• None.

Negative

• Approval of Series G-2 warrant share issuance equal to 20% or more of pre-issuance common stock, creating meaningful potential dilution for existing stockholders.
• Increase in authorized common shares from 200,000,000 to 250,000,000 materially expands capacity for future equity issuance, which could further dilute current holders if utilized.

Insights

Equity Capital Structure Analyst

Acurx investors approved sizeable potential dilution and more share capacity.

Acurx Pharmaceuticals obtained stockholder approval to issue common shares underlying Series G-2 warrants that could represent 20% or more of pre-issuance common shares. This level of warrant-related issuance is a meaningful expansion of the share base and typically reflects prior financing arrangements that required shareholder consent under Nasdaq Listing Rule 5635(d).

Stockholders also approved increasing authorized common shares from 200,000,000 to 250,000,000, giving the board additional flexibility to issue equity in the future. With 30,524,540 shares outstanding as of the July 21, 2025 record date, this higher authorization significantly exceeds current issuance, indicating substantial future capacity for financings, equity incentives, or strategic uses, depending on board decisions.

The adjournment proposal passed as well, ensuring the company could extend the special meeting if support for the warrant approval or share increase had initially fallen short. Actual impact on existing holders will depend on how many Series G-2 warrants are exercised and how the company uses the enlarged authorization in subsequent transactions disclosed in future filings.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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 16, 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 5.07 Submission of Matters to a Vote of Security Holders.

At the close of business on July 21, 2025, the record date of the special meeting of Acurx Pharmaceuticals, Inc. (“we”, “us”, “our” and “the Company”) held on September 16, 2025 (the “Special Meeting”), there were 30,524,540 shares of common stock outstanding and entitled to vote. At the Special Meeting, the holders of 19,365,579 shares of our common stock, or approximately 63.44% of our outstanding shares of common stock, were represented in person or by proxy and, therefore, a quorum was present. At the Special Meeting, our stockholders considered three proposals, which are described briefly below and in more detail in our definitive Proxy Statement filed with the Securities and Exchange Commission on August 4, 2025. The final voting results for each proposal are set forth below.

Proposal 1 - Approval of Warrant Exercise

Our stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying the series G-2 warrants (the “Warrants”) issued pursuant to that certain warrant inducement agreement, dated June 17, 2025, entered into with the investors named therein, in an amount equal to 20% or more of our common stock outstanding before the issuance of such Warrants by the following votes:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
8,816,581		602,155		123,414		9,823,429

Proposal 2 - Approval of Authorized Share Increase

Our stockholders approved, subject to the board of directors’ discretion to adopt, a proposed amendment to our Certificate of Incorporation, as amended, to increase the aggregate number of shares of common stock authorized to be issued from 200,000,000 shares to 250,000,000 shares by the following votes:

Shares Voted For		Shares Voted Against		Abstentions
16,476,460		2,526,119		363,000

Proposal 3 - Approval of Adjournment

Our stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt either of Proposal 1 or Proposal 2 or to establish a quorum, by the following votes:

Shares Voted For		Shares Voted Against		Abstentions
16,538,163		2,271,234		556,182

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 19, 2025
	By:	/s/ David P. Luci
	Name:	David P. Luci
	Title:	President and Chief Executive Officer

FAQ

What did Acurx Pharmaceuticals (ACXP) stockholders approve at the September 16, 2025 special meeting?

Stockholders approved issuing common shares underlying Series G-2 warrants for Nasdaq Rule 5635(d) purposes, increasing authorized common shares from 200,000,000 to 250,000,000 subject to board discretion, and allowing adjournment of the meeting if needed to solicit more proxies.

How many Acurx (ACXP) shares were eligible to vote and how many were represented?

As of the July 21, 2025 record date, there were 30,524,540 common shares outstanding and entitled to vote. At the special meeting, holders of 19,365,579 shares, or approximately 63.44% of outstanding shares, were represented in person or by proxy, establishing a quorum.

What is the impact of Acurx’s approval of the Series G-2 warrant share issuance?

Stockholders approved, for Nasdaq Listing Rule 5635(d) purposes, issuing common shares underlying Series G-2 warrants that may equal 20% or more of the company’s common stock outstanding before those warrants were issued, allowing a significant potential expansion of the share count tied to that prior warrant inducement agreement.

How did Acurx (ACXP) stockholders vote on increasing authorized common shares?

The proposal to amend the Certificate of Incorporation to raise authorized common shares from 200,000,000 to 250,000,000, subject to the board’s discretion, received 16,476,460 votes for, 2,526,119 against, and 363,000 abstentions.

What were the voting results for Acurx’s Series G-2 warrant approval proposal?

For the warrant-related proposal, stockholders cast 8,816,581 shares for, 602,155 against, and 123,414 abstentions, with 9,823,429 broker non-votes.

Did Acurx (ACXP) stockholders approve the ability to adjourn the special meeting?

Yes. The adjournment proposal passed with 16,538,163 shares voted for, 2,271,234 against, and 556,182 abstentions, allowing the meeting to be adjourned to solicit additional proxies if necessary.