Acurx Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the close of business on May 27, 2025, the record date of the annual meeting of Acurx Pharmaceuticals, Inc. (“we”, “us”, “our” and “the Company”) held on July 17, 2025 (the “Annual Meeting”), there were 23,481,606 shares of common stock outstanding and entitled to vote. At the Annual Meeting, the holders of 17,467,327 shares of our common stock, or approximately 74.38% of our outstanding shares of common stock, were represented in person or by proxy and, therefore, a quorum was present. At the Annual Meeting, our stockholders considered six proposals, which are described briefly below and in more detail in our definitive Proxy Statement filed with the Securities and Exchange Commission on May 29, 2025. The final voting results for each proposal are set forth below.
Proposal 1 - Election of Directors
Our stockholders elected the following directors as Class I directors to hold office until the 2028 annual meeting of stockholders by the following votes:
| Nominees | Shares Voted For |
Shares Withheld |
Broker Non-Votes | |||
| Carl V. Sailer | 8,901,598 | 2,498,656 | 6,067,073 | |||
| Thomas Harrison | 9,569,165 | 1,831,089 | 6,067,073 |
Proposal 2 - Ratification of Independent Registered Public Accounting Firm
Our stockholders ratified the appointment of CohnReznick LLP as our independent auditors for the fiscal year ending December 31, 2025, by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 16,381,852 | 354,692 | 730,783 | -- |
Proposal 3 – Approval of Reverse Stock Split
Our stockholders approved an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1:10 and not more than 1:30 (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 by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 15,991,274 | 1,389,599 | 86,454 | -- |
Proposal 4 – Approval of Warrant Exercise
Our stockholders approved, for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock underlying (x) series F warrants (the “Series F Warrants”) and (y) warrants (the “Wainwright Warrants,” and together with the Series F Warrants, the “Warrants”) issued to H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to that certain Securities Purchase Agreement, dated March 6, 2025, and the investors named therein, and that certain Engagement Letter, dated as of October 9, 2024, by and between the Company and Wainwright, respectively, in an amount equal to 20% or more of our common stock outstanding before the issuance of such Warrants by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 10,481,270 | 811,332 | 107,652 | 6,067,073 |
Proposal 5 – Approval of ELOC
Our stockholders approved, 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 (“Lincoln Park”), pursuant to that certain Purchase Agreement, dated May 8, 2025, by and between the Company and Lincoln Park, in an amount equal to 20% or more of our common stock outstanding before the execution of such Purchase Agreement by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 9,825,684 | 837,947 | 736,623 | 6,067,073 |
Proposal 6 – Approval of 2021 Plan Increase
Our stockholders approved an amendment to our 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number shares of common stock available for sale under the 2021 Plan from 177,448 to 2,677,448 by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||
| 7,627,995 | 3,036,913 | 735,346 | 6,067,073 |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| Acurx Pharmaceuticals, Inc. | ||
| Date: July 17, 2025 | ||
| By: | /s/ David P. Luci | |
| Name: | David P. Luci | |
| Title: | President and Chief Executive Officer | |