NOTE 4 – ISSUANCE OF EQUITY INTERESTS

On June 23, 2021, Acurx Pharmaceuticals, LLC was converted into a corporation and renamed Acurx Pharmaceuticals, Inc. The Company’s certificate of incorporation authorizes 200,000,000 shares of common stock of which 1,470,352 were outstanding as of June 30, 2025.

In January 2024, certain of the Company’s executive officers and directors (the “Affiliate Investors”) exercised 2,961 of Series B Warrants which generated approximately $0.2 million in proceeds for the Company.

The Company sold 62,743 shares of its common stock under the ATM Program at a weighted-average price of $76.00 per share, raising $4.8 million of gross proceeds and net proceeds of $4.6 million, after deducting commissions to the sales agent for the six months ended June 30, 2024.

The Company did not have any ATM Program sales for the three and six months ended June 30, 2025. The ATM Program was suspended on January 6, 2025.

On January 6, 2025, the Company entered into a Securities Purchase Agreement with certain institutional investors and Affiliate Investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “January Registered Offering”) by the Company, directly to the certain investors and to certain Affiliate Investors, an aggregate of 123,153 shares of common stock (consisting of an aggregate of 114,779 shares of common stock purchased by the investors and an aggregate of 8,374 shares of common stock purchased by certain Affiliate Investors), at an offering price of $20.30 per share, for aggregate gross proceeds from the offering of approximately $2.5 million. The net proceeds after deducting the placement agent’s fees and other offering expenses payable by the Company were approximately $2.1 million. The Company intends to use the net proceeds from the January Registered Offering for working capital and other general corporate purposes.

In a concurrent private placement (the “January Private Placement” and, together with the January Registered Offering, the “January Offering”), the Company agreed to issue to the investors and to certain Affiliate Investors Series E common warrants (the “Series E Warrants”) to purchase up to an aggregate of 123,153 shares of common stock (consisting of Series E Warrants to purchase up to 114,779 shares of common stock issued to the Investors and Series E Warrants to purchase up to 8,374 shares of common stock issued to certain Affiliate Investors) at an exercise price of $18.00 per share. Each Series E Warrant was immediately exercisable upon the issuance date and will expire five years from the issuance date. The Series E Warrants and the shares of common stock issuable upon the exercise of the Series E Warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

In connection with the January Offering, the Company issued 7,389 warrants to the placement agent. Such warrants have an exercise price of $25.38 per share and will expire on January 6, 2030. The Company used the Black-Scholes model to calculate the estimated fair value of the warrants of $85,419. The inputs utilized in the calculation were as follows: 5-year term, 4.46% risk-free rate, stock price at grant date of $16.20 and 102% volatility utilizing comparable companies. This amount was recorded as both an increase to additional paid-in capital and as a non-cash issuance cost of the offering.

The January Offering closed on January 7, 2025.

On March 6, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “March Registered Offering”) by the Company directly to the investor (i) 107,500 shares of common stock at a purchase price of $8.00 per share and (ii) pre-funded common stock purchase warrants (the “March Pre-Funded Warrants”) to purchase up to 29,750 shares of common stock at a purchase price of $7.998 per March Pre-Funded Warrant for aggregate gross proceeds of approximately $1.1 million, before deducting the placement agent’s fees and related offering expenses. The net proceeds after deducting the placement agent’s fees and other offering expenses payable by the Company were approximately $0.9 million. The Company intends to use the net proceeds from the March Registered Offering for working capital and other general corporate purposes. As of March 31, 2025, all of the March Pre-Funded Warrants were exercised.

In a concurrent private placement (the “March Private Placement” and together with the March Registered Offering, the “March Offering”), the Company agreed to issue to the investor series F common warrants (the “Series F Warrants”) to purchase up to an aggregate of 411,750 shares of common stock. The Series F Warrants have an exercise price of $8.00 per share and were exercisable commencing on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the Series F Warrants (the “Stockholder Approval”) and will expire twenty-four months following the date of Stockholder Approval. The Series F Warrants and the shares of common stock issuable upon the exercise of the Series F Warrants were not registered under the Securities Act and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

In connection with the March Offering, the Company issued 8,234 warrants to the placement agent. Such warrants have an exercise price of $10.00 per share and will expire on the earlier of (i) 24 months following the date of Stockholder Approval and (ii) March 6, 2030. The Company used the Black-Scholes model to calculate the estimated fair value of the warrants of $56,163. The inputs utilized in the calculation were as follows: 5-year term, 3.98% risk-free rate, stock price at grant date of $9.00 and a 102% volatility

utilizing comparable companies. This amount was recorded as both an increase to additional paid-in capital and as a non-cash issuance cost of the offering.

The March Offering closed on March 10, 2025.

On May 8, 2025, the Company entered into an equity line of credit purchase agreement (the “ELOC”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $12.0 million of shares of our common stock. The Company expects that any proceeds it receives from such sales will be used for working capital and general corporate purposes.

The Company sold 72,000 shares of its common stock under the ELOC at a weighted-average price of $9.85 per share, raising $709,140 of gross proceeds and net proceeds of $610,262 after deducting related fees and expenses for the three and six months ended June 30, 2025.

In connection with the ELOC, the Company issued 44,963 shares of common stock to Lincoln Park in consideration for its commitment to purchase shares under the ELOC and recorded $360,000 as both an increase to additional paid-in capital and as a non-cash issuance cost of the ELOC.

On June 17, 2025, the Company entered into a warrant inducement agreement (the “Letter Agreement”) with certain of its existing warrant holders for the exercise of warrants to purchase an aggregate of 222,272 shares of its common stock having a current exercise price of (i) Series A warrants to purchase 61,538 shares of common stock at $65.00 per share (ii) Series B warrants to purchase 27,400 shares of common stock at $65.00 per share (iii) Series C warrants to purchase 66,667 shares of common stock at $65.20 per share and (iv) Series D warrants to purchase 66,667 shares of common stock at $65.20 per share, originally issued in July 2022 and May 2023, (collectively, the “Existing Warrants”) at a reduced exercise price of $12.00 per share, in consideration for the issuance of (i) Series G-1 warrants to purchase up to an aggregate of 311,180 shares of common stock with a term of five years and (ii) Series G-2 warrants to purchase up to an aggregate of 133,363 shares of common stock with a term of five years from the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the Series G-2 Warrants, each at an exercise price of $8.50 per share (collectively the “Series G Warrants”).

The Company received gross proceeds from the exercise of the Existing Warrants of approximately $2.7 million and net proceeds of $2.5 million after deducting fees and transaction expenses payable by the Company. The reduction of the exercise price represented a modification to the Existing Warrants. This modification of Existing Warrants, together with the issuance of the Series G-1 and G-2 warrants, resulted in a total non-cash equity issuance cost of $4,527,245. This amount was recorded as both an increase to additional paid-in capital and as a non-cash issuance cost of the financing. The warrant inducement transaction closed on June 20, 2025. The Company expects to use the net proceeds of these transactions for general corporate and working capital purposes.

Pursuant to the engagement letter entered into with H.C. Wainwright & Co., LLC (“Wainwright”) in connection with prior financings by the Company and as previously disclosed in the Company’s prior filings with the U.S. Securities and Exchange Commission, the Company paid a fee to Wainwright equal to 7.0% of the gross proceeds from the transactions contemplated by the Letter Agreement and issued to Wainwright and its designees warrants to purchase up to an aggregate of 13,336 shares of common stock, which have the same terms as the Series G Warrants, except that they have an exercise price of $15.00 per share. The Company used Black-Scholes model to calculate the estimated fair value of the warrants of $109,624. The inputs utilized in the calculation were as follows; 5-year term, 3.96% risk-free rate, stock price at grant date of $11.00 and a 105% volatility utilizing comparable companies. This amount was recorded as both an increase to additional paid-in-capital and as a non-cash issuance cost of the offering.

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company as of June 30, 2025:

​

​

The weighted average contractual life of the outstanding warrants is 3.68 years.