Acurx Pharmaceuticals Inc美股市值招股说明书(2025-11-10版)

Acurx Pharmaceuticals,Inc. This prospectus relates to the resale, from time to time, of up to 585,000 shares of our common stock, par value $0.001 per share,by Lincoln Park Capital Fund, LLC, which we refer to in this prospectus as “Lincoln Park” or the “selling stockholder.” The shares of common stock to which this prospectus relates are shares that have been or may be issued to Lincoln Park pursuantto the purchase agreement dated May8, 2025 that we entered into with Lincoln Park (the “Purchase Agreement”). See “OurAgreements with Lincoln Park” for a description of that agreement and “Selling Stockholder” for additional information regardingLincoln Park. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares orin negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by theselling stockholder. However, we may receive up to $9.0 million (in addition to the $3.0 million previously received from sales madepursuant to the Purchase Agreement prior to the date of this prospectus) in aggregate gross proceeds under the Purchase Agreementfrom any sales of common stock we make to Lincoln Park pursuant to the Purchase Agreement, from time to time in our discretionafter May29, 2025 (the date on which the Prior Registration Statement (as defined below) was declared effective by the Securities andExchange Commission (“SEC”)) and after satisfaction of other conditions in the Purchase Agreement (the “Commencement Date”).Under the registration statement previously filed with the SEC, and declared effective by the SEC on May29, 2025, in connectionwith the Purchase Agreement (the “Prior Registration Statement”), we have registered 544,963 shares of common stock, all of whichhave been sold to Lincoln Park to date. In accordance with our obligations under the Registration Rights Agreement, we are registeringadditional shares of common stock under this prospectus. The selling stockholder may sell or otherwise dispose of the shares of common stock described in this prospectus in a number ofdifferent ways and at varying prices. See “Plan of Distribution” beginning on page21 of this prospectus for more information abouthow and the prices at which the selling stockholder may sell or otherwise dispose of the shares of our common stock being offered.The selling stockholder is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended. The selling stockholder will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (exceptbrokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and ExchangeCommission. Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ACXP”. The last reported saleprice of our common stock on Nasdaq on October 17, 2025 was $6.80 per share. We are an “emerging growth company” under applicable Securities and Exchange Commission rulesand, as such, we are subjectto reduced public company reporting requirements. On August4, 2025, we effected a 1-for-20 reverse stock split pursuant to which every 20 shares of our issued andoutstanding common stock were reclassified as one share of common stock (the “Reverse Stock Split”). The Reverse StockSplit had no impact on the par value of our common stock or the authorized number of shares of our common stock. Unlessotherwise indicated, all share and per share information in this prospectus is adjusted to reflect the effect of the Reverse StockSplit. However, our annual report onForm10-K for the year ended December31, 2024,filed on March17, 2025, and all otherdocuments incorporated by reference into this prospectus that were filed prior to August4, 2025, do not give effect to theReverse Stock Split. Investing in our common stock is highly speculative and involves a significant degree of risk. Please consider carefully thespecific factors set forth under “Risk Factors” beginning on page6of this prospectus and in our filings with the Securities andExchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 10, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING6RISK FACTORS7SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS10OUR AGREEMENTS WITH LINCOLN PARK12USE OF PROCEEDS16DILUTION17MARKET FOR COMMON STOCK AND DIVIDEND POLICY18SELLING STOCKHOLDER19PLAN OF DISTRIBUTION20DESCRIPTION OF OUR SECURITIES TO BE REGISTERED22LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS The registration statement we filed with the S