aibioAcurx Pharmaceuticals agrees to $1.1 million registered direct offering at $0.40 a share
Tickers ACXP
Acurx Pharmaceuticals sold 2,150,000 shares and pre-funded warrants for 595,000 more at about $0.40 each, and added private warrants for up to 8,235,000 shares. The price is far below the $1.015 the company got in a January offering, and a Nasdaq bid-price notice arrived on February 24, 2025.
Key facts
- Company
- Acurx Pharmaceuticals, Inc. (NASDAQ: ACXP)
- News type
- Financings
- Primary source
- Acurx Pharmaceuticals, Inc. 424B5 (2025-03-10)
The offering
Acurx Pharmaceuticals, Inc. (Nasdaq: ACXP) is selling 2,150,000 shares of common stock at $0.40 each to a single institutional investor, according to a prospectus supplement dated March 6, 2025. The company also sold pre-funded warrants on 595,000 shares at $0.3999 each. Those let the buyer stay under a 4.99% or 9.99% ownership limit, and they are paid for almost entirely up front.
In a concurrent private placement, the same investor gets series F warrants on up to 8,235,000 shares at $0.40. The warrants become exercisable only after stockholders approve their issuance, and they expire two years later. They are not registered.
The total offering price is $1,097,940.50. Placement agent fees are $76,860, which leaves $1,021,080.50 in proceeds before expenses. The deal is best efforts, with no minimum amount and no escrow. The company's press release calls it a $1.1 million registered direct offering, before placement agent fees and other expenses. The shares are sold under a Form S-3 shelf, File No. 333-265956, filed July 1, 2022 and declared effective July 11, 2022. Delivery was expected on or about March 10, 2025.
Who is running it
H.C. Wainwright & Co., LLC is the exclusive placement agent. The company pays it a cash fee of 7.0% of gross proceeds and a management fee of 1.0%, plus $20,000 for accountable expenses and $10,000 for clearing. The agent also gets placement agent warrants on 164,700 shares at $0.50, which expire at the earlier of two years after stockholder approval and March 6, 2030. The same firm placed the company's January 2025 offering. The documents name no co-manager, lender, financial adviser or counsel.
The price and the dilution
The stock closed at $0.652 on March 6, 2025, so the offering price sits well below that close. The prospectus puts the public float at $18,574,036, based on 19,612,511 shares outstanding, of which 17,040,400 are held by non-affiliates. That float uses a January 6, 2025 price of $1.09, which the rule allows because it falls within 60 days of the prospectus.
The share count is the larger concern. The series F warrants alone could add 8,235,000 shares, against 19,612,511 outstanding as of March 6, 2025. With the 2,745,000 shares and pre-funded warrants, the deal could add more than half the stated count. Outstanding warrants already cover 8,747,086 shares at a weighted average exercise price of $2.58, and options cover 4,555,500 shares at $4.42. The prospectus says the company sold $4,679,859 of securities under the same shelf rule in the prior 12 months, and the shelf allows up to $50 million in total.
What the money is for
Acurx plans to use the net proceeds for working capital and other general corporate purposes. The raise is small: the $1,021,080.50 before expenses compares with the roughly $2.5 million of gross proceeds from the January offering, which closed on January 7, 2025.
January offering and the Nasdaq notice
On January 6, 2025 Acurx sold 2,463,058 shares at $1.015 to institutional investors and to board members, including its chief executive David P. Luci and executive chairman Robert J. DeLuccia, with Series E warrants for the same number of shares at $0.90. H.C. Wainwright was placement agent, with a 7.0% cash fee, a 1.0% management fee and warrants for 147,783 shares at $1.2688. Two months later the company sold at $0.40.
On February 24, 2025 Nasdaq notified Acurx that its stock had not kept a closing bid of $1.00 for 31 consecutive business days, under Listing Rule 5550(a)(2). The company has 180 calendar days, until August 25, 2025, to regain compliance. The notice has no immediate effect on the listing.
The lead drug
The release describes Acurx as a late-stage biopharmaceutical company developing a new class of antibiotics for difficult-to-treat bacterial infections. Its lead candidate is ibezapolstat. The release describes the company as late-stage, but it offers no trial data for the drug.
What comes next
The series F warrants and the placement agent warrants both depend on a stockholder vote, and the documents give no date for it. The Nasdaq compliance period runs to August 25, 2025.