Acurx Pharmaceuticals, Inc.

DEF 14A 1 tm2521566-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549​

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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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No fee required

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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

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August 4, 2025​

To Our Stockholders:

You are cordially invited to attend a special meeting of stockholders of Acurx Pharmaceuticals, Inc. (“Acurx” or “the Company”) to be held at 11:00 am Eastern Time on Tuesday, September 16, 2025. We have decided to hold this special meeting virtually via live audio webcast on the internet. You will be able to attend the special meeting, vote and submit your questions during the special meeting by visitingwww.virtualshareholdermeeting.com/ACXP2025SM. You will not be able to attend the special meeting in person.

Details regarding the meeting, the business to be conducted at the meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.

At the special meeting, we will ask stockholders (i) to approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying the series G-2 warrants issued by us pursuant to the terms of that certain warrant inducement agreement (the “Letter Agreement”), dated June 17, 2025, by and between us and a certain holder of existing warrants, in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such warrants; (ii) to approve, subject to the board of directors’ (the “Board”) discretion to adopt, a proposed amendment to our Certificate of Incorporation to increase from 200,000,000 shares to 250,000,000 shares the aggregate number of shares of common stock authorized to be issued; and (iii) to approve an adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt each of the aforementioned proposals. The Board recommends the approval of each of these proposals.

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 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 August 4, 2025, we intend to begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) containing instructions on how to access our proxy statement for our 2025 special meeting of stockholders and our 2024 annual report to stockholders. The Internet Availability Notice also provides instructions on how to vote online or by telephone, how to access the virtual special meeting and how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the special meeting. Whether or not you plan to attend the special meeting, we hope you will vote promptly. Information about voting methods is set forth in the accompanying proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of the Company.

Sincerely,

David P. Luci

President & Chief Executive Officer

August 4, 2025​

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TIME: 11:00 am EST

DATE: September 16, 2025

PLACE: Virtually atwww.virtualshareholdermeeting.com/ACXP2025SM.

You will be able to attend the special meeting, vote and submit your questions during the meeting by visitingwww.virtualshareholdermeeting.com/ACXP2025SM 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 special meeting, please see the Questions and Answers about the special meeting beginning on page 3.

PURPOSES:

To approve, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock underlying the series G-2 warrants issued by us pursuant to the terms of that certain warrant inducement agreement (the “Letter Agreement”), dated June 17, 2025, by and between us and a certain holder of existing warrants in an amount equal to or in excess of 20% of our common stock outstanding before the issuance of such warrants (the “Issuance Proposal”);

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To approve, subject to the Board’s discretion to adopt, a proposed amendment to our Certificate of Incorporation to increase from 200,000,000 shares to 250,000,000 shares the aggregate number of shares of common stock authorized to be issued (the “Authorized Share Increase Proposal”);

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To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt either of the Issuance Proposal or the Authorized Share Increase Proposal or to establish a quorum (the “Adjournment Proposal”); and

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To transact such other business that is properly presented at the special meeting and any adjournments or postponements thereof.

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WHO MAY VOTE:

You may vote if you were the record owner of Acurx Pharmaceuticals, Inc., common stock at the close of business on July 21, 2025. A list of stockholders of record will be available at the special meeting and, during the 10 days prior to the special meeting, at our principal executive offices located at 259 Liberty Avenue, Staten Island, NY 10305

All stockholders are cordially invited to attend the special meeting. Whether you plan to attend the special meeting or not, we urge you to vote 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 special meeting.

BY ORDER OF OUR BOARD OF DIRECTORS

David P. Luci

President & Chief Executive Officer