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 July 21, 2025, the record date of the special meeting of Acurx Pharmaceuticals, Inc. (“we”, “us”, “our” and “the Company”) held on September 16, 2025 (the “Special Meeting”), there were 30,524,540 shares of common stock outstanding and entitled to vote. At the Special Meeting, the holders of 19,365,579 shares of our common stock, or approximately 63.44% of our outstanding shares of common stock, were represented in person or by proxy and, therefore, a quorum was present. At the Special Meeting, our stockholders considered three proposals, which are described briefly below and in more detail in our definitive Proxy Statement filed with the Securities and Exchange Commission on August 4, 2025. The final voting results for each proposal are set forth below.
Proposal 1 - 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 the series G-2 warrants (the “Warrants”) issued pursuant to that certain warrant inducement agreement, dated June 17, 2025, entered into with the investors named therein, 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 | |||
| 8,816,581 | 602,155 | 123,414 | 9,823,429 |
Proposal 2 - Approval of Authorized Share Increase
Our stockholders approved, subject to the board of directors’ discretion to adopt, a proposed amendment to our Certificate of Incorporation, as amended, to increase the aggregate number of shares of common stock authorized to be issued from 200,000,000 shares to 250,000,000 shares by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 16,476,460 | 2,526,119 | 363,000 |
Proposal 3 - Approval of Adjournment
Our stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt either of Proposal 1 or Proposal 2 or to establish a quorum, by the following votes:
| Shares Voted For | Shares Voted Against | Abstentions | ||
| 16,538,163 | 2,271,234 | 556,182 |
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: September 19, 2025 | ||
| By: | /s/ David P. Luci | |
| Name: | David P. Luci | |
| Title: | President and Chief Executive Officer | |