Acurx Pharmaceuticals, Inc.
For the period ended Jul 17, 2025. Filed May 29, 2025.
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Jul 17, 2025 · Filed May 29, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under §240.14a-12
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
May 29, 2025
To Our Stockholders:
You are cordially invited to attend the 2025 annual meeting of stockholders of Acurx Pharmaceuticals, Inc. (“Acurx” or the “Company”) to be held at 10:00 a.m. EST on Thursday, July 17, 2025 (the “Annual Meeting”). We have decided to hold this year’s Annual Meeting virtually via live audio webcast on the internet. We believe hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders and reduces the cost and environmental impact of our Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ACXP2025. You will not be able to attend the Annual Meeting in person.
Details regarding the meeting, the business to be conducted at the meeting and information about Acurx that you should consider when you vote your shares are described in the accompanying proxy statement.
At the Annual Meeting, two people will be elected to our board of directors. In addition, we will ask stockholders to (i) ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025, (ii) approve an amendment to our certificate of incorporation to effect a reverse stock split at a ratio of not less than 1:10 and not more than 1:30, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors, (iii) to approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying Series F Warrants and warrants issued to H.C. Wainwright & Co. LLC, (iv) to approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock to Lincoln Park Capital Fund, LLC and (v) to approve an amendment to our 2021 Equity Incentive Plan to increase the number of shares of common stock available for sale from 177,448 to 2,677,448.
Our board of directors recommends the approval of each of these proposals. Such other business will be transacted as may properly come before the Annual Meeting.
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to certain of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about June 2, 2025 we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2025 Annual Meeting of Stockholders and our 2024 Annual Report to stockholders. The Notice also provides instructions on how to vote online or by telephone, how to access the virtual Annual Meeting and how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement.
Thank you for your continued support of Acurx. We look forward to seeing you at the Annual Meeting.
Sincerely,
President & Chief Executive Officer
May 29, 2025
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TIME: 10:00 AM EST
DATE: July 17, 2025
ACCESS: This year’s Annual Meeting will be held virtually via live audio webcast on the internet. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/ACXP2025 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card that you receive. For further information about the virtual Annual Meeting, please see the Questions and Answers about the Annual Meeting beginning on page 2.
PURPOSES:
To elect two (2) Class I directors to serve three-year terms expiring in 2028 (the “Election of Directors”);
To ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”);
To approve an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to effect a reverse stock split at a ratio not less than 1:10 and not more than 1:30, or the “Reverse Stock Split,” such ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of our board of directors (the “Reverse Stock Split Proposal”);
To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of the Company’s common stock underlying (x) Series F Warrants (the “Series F Warrants”) and (y) warrants issued to H.C. Wainwright & Co. LLC (the “Wainwright Warrants”, and together with the Series F Warrants, the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of March 6, 2025, by and among the Company and the investors named therein, and that certain Engagement Letter, dated as of October 9, 2024, by and between the Company and H.C. Wainwright & Co. LLC (“Wainwright”), respectively, in an amount equal to 20% or more of our common stock outstanding before the issuance of such Warrants (the “Warrant Exercise Proposal”);
To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to a purchase agreement (“Purchase Agreement”) with Lincoln Park, dated May 8, 2025, in an amount equal to 20% or more of our common stock outstanding before the execution of the Purchase Agreement (the “ELOC Issuance Proposal”);
To approve an amendment to the Company’s 2021 Equity Incentive Plan to increase the number shares of common stock available for sale under the 2021 Plan from 177,448 as of May 19, 2025 to 2,677,448 (the “2021 Plan Increase Proposal”); and
To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.
WHO MAY VOTE: You may vote if you were the record owner of Acurx Pharmaceuticals, Inc. common stock at the close of business on May 27, 2025 (the “Record Date”). A list of registered stockholders as of the close of business on the Record Date will be available during the 10 days prior to the Annual Meeting at our principal executive offices located at 259 Liberty Avenue, Staten Island, NY 10305. If you wish to view this list, please contact our President & Chief Executive Officer at Acurx, 259 Liberty Avenue,
Staten Island, NY 10305 or (917) 533-1469. Such list will also be available for examination by the stockholders during the Annual Meeting atwww.virtualshareholdermeeting.com/ACXP2025.
All stockholders are cordially invited to attend the virtual Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to vote by following the instructions in the Notice and submit your proxy by the Internet, telephone or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.
BY ORDER OF OUR BOARD OF DIRECTORS
President, Chief Executive Officer & Corporate Secretary
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