UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS
Employer |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 | |