Acurx Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On April 15, 2026, Acurx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Registered Offering”) (i) 816,068 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a purchase price of $3.03 per share and (ii) pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to 9,017 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a purchase price of $3.029 per share for aggregate gross proceeds 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 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 15-day period following the closing of the Registered Offering (the “Lock-up Period”). Additionally, the Company agreed not to enter into a variable rate transaction for a period of one year following the closing of the Registered Offering, provided, however, that following the Lock-up Period, (i) the Company may enter into and/or issue shares of Common Stock in an “at-the-market” facility with Wainwright (as defined below) as sales agent, and (ii) the Company may enter into, or effect a transaction under, an equity line of credit.
The Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-288595), which was filed with the Securities and Exchange Commission (the “Commission”) on July 9, 2025 and was declared effective by the Commission on January 6, 2026 (the “Registration Statement”).
In a concurrent private placement (the “Private Placement” and together with the Registered Offering, the “Offering”), the Company agreed to issue to the Investors series H common warrants (the “Series H Warrants”) to purchase up to an aggregate of 1,650,170 shares of Common Stock. The Series H Warrants will have an exercise price of $2.78 per share and will be immediately exercisable and will expire twenty-four months following the effective date of the registration statement registering the resale of the Common Stock underlying the Series H Warrants. The Series H Warrants and the shares of our Common Stock issuable upon the exercise of the Series H Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrants or Series H Warrants to the extent that such holder would own more than 4.99% (or, at such holder’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock immediately after exercise. However, upon at least 61 days’ prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Common Stock after exercising the holder’s Pre-Funded Warrant or Series H Warrant, as applicable, up to 9.99% of the number of the Company’s Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant or Series H Warrant, as applicable.
Pursuant to the terms of the Purchase Agreement, the Company agreed to use commercially reasonable efforts to cause a registration statement on Form S-1 providing for the resale by holders of shares of its Common Stock issuable upon the exercise of the Series H Warrants, to become effective within 60 calendar days following the date of the Purchase Agreement (or within 90 calendar days following the date of the Purchase Agreement in case of a “full review” by the Commission) and to keep such registration statement effective at all times until the Investors do not own any Series H Warrants or shares of Common Stock issuable upon exercise thereof.
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The Offering is expected to close on or about April 16, 2026, subject to customary closing conditions. On March 23, 2026, the Company entered into an engagement letter, in connection with the Registered Offering (the “Engagement Letter”), with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the issuance and sale of securities of the Company pursuant to the Purchase Agreement. As compensation for such placement agent services, the Company has agreed to pay Wainwright an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company from the Offering, up to $50,000 for its fees and expenses of legal counsel and $15,950 for clearing expenses. The Engagement Letter also includes indemnification obligations of the Company and other provisions customary for transactions of this nature.
The Common Stock is listed on The Nasdaq Capital Market. There is no established trading market for the Pre-Funded Warrants or the Series H Warrants, and the Company does not intend to list the Pre-Funded Warrants or the Series H Warrants on any securities exchange or nationally recognized trading system. Without a trading market, the liquidity of the Pre-Funded Warrants and the Series H Warrants may be extremely limited.
The foregoing summaries of the form of Purchase Agreement, the form of Pre-Funded Warrant, and the form of Series H Warrant do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 4.1, and 4.2, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares is attached as Exhibit 5.1 hereto.
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.
Item 8.01. Other Events.
On April 16, 2026, 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
Description | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 4.2 | Form of Series H Common Warrant | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 10.1 | Form of Securities Purchase Agreement, dated as of April 15, 2026, 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). |
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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: April 16, 2026 | By: | /s/ David P. Luci | |
| Name: | David P. Luci | ||
| Title: | President and Chief Executive Officer | ||
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