As filed with the Securities and Exchange Commission on March 16, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Acurx Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 82-3733567 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
259 Liberty Avenue
Staten Island, NY 10305
(Address, including zip code, of registrant’s principal executive offices)
2021 Equity Incentive Plan
(Full Title of the Plan)
David P. Luci
President and Chief Executive Officer
Acurx Pharmaceuticals, Inc.
259 Liberty Avenue
Staten Island, NY 10305
Telephone: (917) 533-1469
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Ivan K. Blumenthal, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
666 Third Avenue New York, NY 10017 (212) 935-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | ||
Non-accelerated filer | x | Smaller reporting company | x | ||
Emerging growth company | x |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This registration statement registers an aggregate of 408,631 additional shares of common stock, par value $0.001 per share (“common stock”), of Acurx Pharmaceuticals, Inc. (the “Registrant”) reserved under the 2021 Equity Incentive Plan (the “Plan”), representing an increase of 408,631 shares reserved under the Plan effective January 2, 2022 by operation of the 2021 Plan’s “evergreen” provision. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-258026) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on July 19, 2021 (File No. 333-258026) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
+ Denotes management contract or compensatory plan or arrangement.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on March 16, 2022.
ACURX PHARMACEUTICALS, INC. | ||
By: | /s/ David P. Luci | |
David P. Luci | ||
Chief Executive Officer and President |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of David P. Luci and Robert G. Shawah, acting alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ David P. Luci | President, Chief Executive Officer and Director (Principal Executive Officer) |
March 16, 2022 | ||
David P. Luci | ||||
/s/ Robert G. Shawah | Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2022 | ||
Robert G. Shawah | ||||
/s/ Robert J. DeLuccia | Executive Chairman | March 16, 2022 | ||
Robert J. DeLuccia | ||||
/s/ Carl V. Sailer | Director | March 16, 2022 | ||
Carl V. Sailer | ||||
/s/ Jack H. Dean | Director | March 16, 2022 | ||
Jack H. Dean | ||||
/s/ Joseph C. Scodari | Director | March 16, 2022 | ||
Joseph C. Scodari | ||||
/s/ Thomas Harrison | Director | March 16, 2022 | ||
Thomas Harrison | ||||
/s/ James Donohue | Director | March 16, 2022 | ||
James Donohue |