As filed with the Securities and Exchange Commission on March 16, 2022

Registration No. 333-





Washington, D.C. 20549








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. ¨









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.









Item 8. Exhibits.


  Exhibit Description   Filed
  Incorporated by
herein from
Form or Schedule
  Filing Date   SEC File/
3.1   Certificate of Incorporation of Acurx Pharmaceuticals, Inc.       Form S-1
(Exhibit 3.2)
  May 27, 2021   333-256516
3.2   Bylaws of Acurx Pharmaceuticals, Inc.       Form S-1
(Exhibit 3.3)
  May 27, 2021   333-256516
4.1   Form of Common Stock Certificate.       Form S-1
(Exhibit 4.1)
  May 27, 2021   333-256516
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.   X            
23.1   Consent of CohnReznick LLP, independent registered public accounting firm.   X            
23.2   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)   X            
24.1   Power of Attorney (included on the signature page hereof)   X            
99.1+   Acurx Pharmaceuticals, Inc. 2021 Equity Incentive Plan.       Form S-1
(Exhibit 10.9)
  May 27, 2021   333-256516
99.2+   Form of Stock Option Agreement under the 2021 Equity Incentive Plan.       Form S-8
(Exhibit 99.2)
  July 19, 2021   333-258026
99.3+   Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan.       Form S-8
(Exhibit 99.3)
  July 19, 2021   333-258026
107   Filing Fee Table   X            


+ Denotes management contract or compensatory plan or arrangement.







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.


  By: /s/ David P. Luci
    David P. Luci
    Chief Executive Officer and President




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