Acurx Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

ACRX filed an 8-K detailing a material agreement and equity sales. Keep an eye on this.

AI Summary

Acurx Pharmaceuticals, Inc. entered into a material definitive agreement on January 6, 2025. The company also reported unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Acurx Pharmaceuticals, including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Acurx Pharmaceuticals, Inc. (company) — Registrant
• January 6, 2025 (date) — Date of earliest event reported
• 259 Liberty Avenue, Staten Island, NY 10305 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share ACXP The Nasdaq Stock Mar
• $1.015 — ate Investors), at an offering price of $1.015 per share, for aggregate gross proceeds
• $2.5 m — he Registered Offering of approximately $2.5 million, before deducting the placement a
• $0.90 — ate Warrants")) at an exercise price of $0.90 per share. Each Series E Warrant will b
• $35,000 — ring, non-accountable expenses of up to $35,000 and up to $50,000 for its fees and expe
• $50,000 — ble expenses of up to $35,000 and up to $50,000 for its fees and expenses of legal coun
• $1.2688 — Offering, and have an exercise price of $1.2688 per share. Further, pursuant to the Eng

Filing Documents

• tm252142d1_8k.htm (8-K) — 38KB
• tm252142d1_ex4-1.htm (EX-4.1) — 90KB
• tm252142d1_ex4-2.htm (EX-4.2) — 89KB
• tm252142d1_ex5-1.htm (EX-5.1) — 9KB
• tm252142d1_ex10-1.htm (EX-10.1) — 250KB
• tm252142d1_ex99-1.htm (EX-99.1) — 12KB
• tm252142d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm252142d1_ex5-1img002.jpg (GRAPHIC) — 1KB
• 0001104659-25-001586.txt ( ) — 787KB
• acxp-20250106.xsd (EX-101.SCH) — 3KB
• acxp-20250106_lab.xml (EX-101.LAB) — 33KB
• acxp-20250106_pre.xml (EX-101.PRE) — 22KB
• tm252142d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 6, 2025, Acurx Pharmaceuticals, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors named therein (the "Investors"), and with each of David P. Luci, our President and Chief Executive Officer, Robert J. DeLuccia, our Executive Chairman, Carl V. Sailer, Jack H. Dean, James Donohue, and Joseph Scodari, each a member of our board of directors (collectively, the "Affiliate Investors"), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors and to the Affiliate Investors (the "Registered Offering"), an aggregate of 2,463,058 shares (the "Shares") of common stock, par value $0.001 per share, of the Company (the "Common Stock") (consisting of an aggregate of 2,295,570 Shares purchased by the Investors and an aggregate of 167,488 Shares purchased by the Affiliate Investors), at an offering price of $1.015 per share, for aggregate gross proceeds from the Registered Offering of approximately $2.5 million, before deducting the placement agent fees and related offering expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors (and of the Affiliate Investors) and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 30-day period following the closing of the Registered Offering. Additionally, the Company agreed not to enter into a variable rate transaction for a period of one year following the closing of the Registered Off

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02.

01. Other Events

Item 8.01. Other Events. On January 6, 2025, the Company issued a press release announcing the pricing of the Offering described above, a copy of which is attached as Exhibit 99.1 hereto.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Series E Warrant. 4.2 Form of Wainwright Warrant 5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 10.1 Form of Securities Purchase Agreement, dated as of January 6, 2025, by and among Acurx Pharmaceuticals, Inc. and the purchasers party thereto. 23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). 99.1 Pricing Press Release. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

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: January 7, 2025 By: /s/ David P. Luci Name: David P. Luci Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR