Acurx Pharmaceuticals Files S-1

TL;DR

Acurx Pharma filed S-1 on Jan 31, 2025. Details on 2023 offerings.

AI Summary

Acurx Pharmaceuticals, Inc. filed an S-1 form on January 31, 2025, detailing its business operations and financial status. The company, incorporated in Delaware, is in the pharmaceutical preparations industry and is based in Staten Island, NY. The filing includes financial data from the fiscal year ending December 31, 2023, with specific mentions of 'RegisteredDirectOfferingMember' and 'AtMarketOfferingMember'.

Why It Matters

This S-1 filing provides crucial insights into Acurx Pharmaceuticals' financial health and strategic direction, which can influence investor decisions and market perception.

Risk Assessment

Risk Level: medium — S-1 filings often indicate a company is preparing for significant events like an IPO or major financing, which inherently carry market and execution risks.

Key Numbers

• 2023 — Fiscal Year End (Financial data pertains to this period, including registered direct and at-market offerings.)

Key Players & Entities

• Acurx Pharmaceuticals, Inc. (company) — Filer of the S-1 document
• 20250131 (date) — Filing date of the S-1
• 2023-12-31 (date) — Fiscal year end for financial data mentioned
• Staten Island, NY (location) — Business address of Acurx Pharmaceuticals

FAQ

Key Financial Figures

• $0.001 — 8 shares of our common stock, par value $0.001 per share (the "common stock"), issuabl
• $0.90 — efined below) with an exercise price of $0.90 per share and (ii) up to 147,783 shares
• $1.2688 — efined below) with an exercise price of $1.2688 per share. Each series E warrant was im
• $0.759 — ur common stock on January 30, 2025 was $0.759 per share. We are an "emerging growth
• $1.235 billion — However, if our annual gross revenue is $1.235 billion or more, or our non-convertible debt is
• $1 b — sued within a three year period exceeds $1 billion, or the market value of our share
• $700 million — that are held by non-affiliates exceeds $700 million on the last day of the second fiscal qu
• $250 million — y, and have a public float of less than $250 million or annual revenues of less than $100 mi
• $100 million — million or annual revenues of less than $100 million during the most recently completed fisc
• $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
• $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
• $2.4 million — receive gross proceeds of approximately $2.4 million. See the section entitled "Use of Proce

Filing Documents

• acxp-20240930xs1.htm (S-1) — 3096KB
• acxp-20240930xex5d1.htm (EX-5.1) — 9KB
• acxp-20240930xex23d1.htm (EX-23.1) — 3KB
• acxp-20240930xexfees.htm (EX-FILING FEES) — 34KB
• acxp-20240930xs1001.jpg (GRAPHIC) — 39KB
• acxp-20240930xs1002.jpg (GRAPHIC) — 16KB
• acxp-20240930xs1003.jpg (GRAPHIC) — 84KB
• acxp-20240930xs1006.jpg (GRAPHIC) — 22KB
• acxp-20240930xs1007.jpg (GRAPHIC) — 17KB
• acxp-20240930xs1008.jpg (GRAPHIC) — 7KB
• acxp-20240930xs1009.jpg (GRAPHIC) — 32KB
• acxp-20240930xs1011.jpg (GRAPHIC) — 62KB
• acxp-20240930xs1012.jpg (GRAPHIC) — 73KB
• acxp-20240930xs1013.jpg (GRAPHIC) — 119KB
• acxp-20240930xs1014.jpg (GRAPHIC) — 119KB
• acxp-20240930xs1015.jpg (GRAPHIC) — 23KB
• acxp-20240930xex5d1001.jpg (GRAPHIC) — 3KB
• 0001410578-25-000067.txt ( ) — 10962KB
• acxp-20240930.xsd (EX-101.SCH) — 49KB
• acxp-20240930_cal.xml (EX-101.CAL) — 25KB
• acxp-20240930_def.xml (EX-101.DEF) — 255KB
• acxp-20240930_lab.xml (EX-101.LAB) — 319KB
• acxp-20240930_pre.xml (EX-101.PRE) — 451KB
• acxp-20240930xs1_htm.xml (XML) — 955KB

RISK FACTORS

RISK FACTORS 5 THE PRIVATE PLACEMENT 35 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 36

USE OF PROCEEDS

USE OF PROCEEDS 38 MARKET FOR COMMON STOCK AND DIVIDEND POLICY 39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 68 SELLING STOCKHOLDERS 77

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 81 MANAGEMENT AND CORPORATE GOVERNANCE 82 EXECUTIVE AND DIRECTOR COMPENSATION 88 EQUITY COMPENSATION PLAN INFORMATION 92 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 93 PLAN OF DISTRIBUTION 94 DESCRIPTION OF OUR SECURITIES TO BE REGISTERED 96 LEGAL MATTERS 99 EXPERTS 99 WHERE YOU CAN FIND MORE INFORMATION 99 i Table of Contents ABOUT THIS PROSPECTUS The registration statement we filed with the Securities and Exchange Commission (the "SEC") includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. You should rely only on the information provided in this prospectus or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information." The selling stockholders named in this prospectus may sell up to 2,610,841 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock from time to time. This prospectus also covers any shares of common stock that may become issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees. We have not, and the selling stockholders have not, authorized anyone to provide

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, if all of the warrants were exercised for cash, we would receive gross proceeds of approximately $2.4 million. See the section entitled "Use of Proceeds" in this prospectus. Offering Price The selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. Nasdaq Capital Market Symbol ACXP

Risk Factors

Risk Factors Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 5 of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in our common stock. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and sale, we are referring to the shares of common stock issuable upon exercise of the warrants, each as described under "The Private Placement" and "Selling Stockholders." When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, its donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from the selling stockholders as a gift, pledge, partnership distribution or other transfer. 4 Table of Contents

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties discussed below. The risks described below are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Our business is subject to a number of risks of which you should be aware before making an investment decision. These risks include the following: We are a clinical-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance. We have incurred significant net losses in each period since our inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability. Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability. We may need substantial additional funding. If we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our product development programs or commercialization efforts. Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. We are reliant on the success of our lead

View Full Filing

View this S-1 filing on SEC EDGAR