Acurx Pharma completes $3.98 M private warrant offering, files Form D

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR – Small Rule 506(b) warrant placement raises up to $4 m, offers liquidity headroom but introduces modest dilution.

From a capital-markets standpoint, the $3.98 m aggregate exercise value is minor relative to typical biotech cash burns but meaningful for a micro-cap like ACXP. Because proceeds are tied to warrant exercise, cash inflow is contingent on holders exercising—often only when the share price exceeds the $0.75 strike. The cash commission of $186.7 k and 266.7 k agent warrants fall within market norms (≈5%). Immediate balance-sheet impact is limited; the primary implication is increased fully-diluted share count once any warrants are in-the-money, pressuring future EPS. The single-investor structure suggests targeted financing rather than broad market demand. Overall effect: capital optionality with controlled dilution—neutral to slightly positive.

Corporate Finance Specialist

TL;DR – Private placement completed; raises cap-table dilution considerations more than liquidity risk.

The filing confirms the raise is closed, implying execution certainty. However, Form D states the total represents exercise price, not cash received today. If the warrants are inducement instruments (e.g., exchange for existing securities), actual near-term cash may be limited. Nevertheless, engagement of H.C. Wainwright indicates institutional support and potential follow-on access. The 4.7% cash fee plus additional warrants align with standard biotech placement economics, although they compound dilution. Because no non-accredited investors participated, compliance risk is minimal. Without disclosed use-of-proceeds, investors must assume general corporate purposes. Net impact: operational flexibility offset by incremental dilution; I assign a neutral rating.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001736243

Acurx Pharmaceuticals, LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Acurx Pharmaceuticals, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Acurx Pharmaceuticals, Inc.
Street Address 1		Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
STATEN ISLAND	NEW YORK	10305	917-533-1469

3. Related Persons

Last Name	First Name	Middle Name
LUCI	DAVID	P.
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CHIEF EXECUTIVE OFFICER

Last Name	First Name	Middle Name
DELUCCIA	ROBERT	J.
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

EXECUTIVE CHAIRMAN

Last Name	First Name	Middle Name
SHAWAH	ROBERT	G.
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CHIEF FINANCIAL OFFICER

Last Name	First Name	Middle Name
DEAN	JACK	H.
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
DONOHUE	JAMES
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HARRISON	THOMAS
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SAILER	CARL
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
SCODARI	JOSEPH
Street Address 1	Street Address 2
259 LIBERTY AVENUE
City	State/Province/Country	ZIP/PostalCode
STATEN ISLAND	NEW YORK	10305

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	X Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-17				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
H.C. WAINWRIGHT & CO., LLC	000000375
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
430 PARK AVENUE
City	State/Province/Country	ZIP/Postal Code
NEW YORK	NEW YORK	10022
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$3,978,664	USD	or Indefinite
Total Amount Sold	$3,978,664	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The Total Offering Amount reflects the aggregate exercise price of the inducement warrants and the exercise price of the placement agent warrants.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$186,708	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

In addition to the cash fee, the placement agent also received warrants to purchase 266,726 shares of common stock at an exercise price of $0.75 per share.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Acurx Pharmaceuticals, Inc.	/s/ David P. Luci	David P. Luci	President and Chief Executive Officer	2025-06-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much did Acurx Pharmaceuticals (ACXP) raise in its 2025 Form D offering?

$3,978,664, representing the aggregate exercise price of inducement and placement-agent warrants.

What type of securities were issued in ACXP's private placement?

The company issued warrants and the common stock underlying those warrants.

Who acted as placement agent for Acurx Pharmaceuticals?

H.C. Wainwright & Co., LLC, receiving $186,708 in cash plus 266,726 warrants at a $0.75 strike price.

When did the first sale of the offering occur?

The first sale was reported on 17 June 2025.

Will this financing dilute ACXP shareholders?

Yes. Exercise of the newly issued warrants will increase the share count, creating dilution for existing holders.

Did non-accredited investors participate in the ACXP offering?

No. The filing lists one investor, with no indication of non-accredited participation.