Acurx Pharmaceuticals Inc美股招股说明书(2026-04-16版)

816,068 Shares of Common StockPre-Funded Warrants to Purchase up to 9,017 Shares of Common Stock9,017 Shares of Common Stock underlying the Pre-Funded Warrants We are offering to certain investors 816,068 shares of our common stock, par value $0.001 per share (“common stock”), at an offeringprice of $3.03 per share of common stock, and pre-funded warrants to purchase up to an aggregate of 9,017 shares of common stock(the “pre-funded warrants”) at an offering price of $3.029 per pre-funded warrant (equal to the purchase price per share of commonstock, minus $0.001). We are offering pre-funded warrants in lieu of shares of common stock to the investor whose purchase of sharesof common stock in this offering would otherwise result in such investor, together with its affiliates, beneficially owning more than4.99% (or, at the election of the investor, 9.99%) of our common stock. The per share exercise price for the pre-funded warrants willbe $0.001, and the pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-fundedwarrants are exercised in full. This offering also relates to the shares of common stock issuable upon exercise of the pre-fundedwarrants sold in this offering. In a concurrent private placement, we are also selling to the purchaser of our shares of common stock, series H warrants to purchaseup to an aggregate of 1,650,170 shares of our common stock (the “warrants”). The warrants will be exercisable immediately at anexercise price of $2.78 per share and expire 24 months after the effective date of a registration statement registering the shares issuableupon exercise of the warrants. The warrants and the shares of common stock issuable upon the exercise of the warrants are not beingregistered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectussupplement and the accompanying prospectus and are being offered pursuant to the exemption provided in Section4(a)(2)under theSecurities Act and Rule506(b)promulgated thereunder. None of the series H warrants issued in the concurrent private placement areor will be listed for trading on any national securities exchange. We are an “emerging growth company” as defined under U.S. federal securities laws and are subject to reduced public companyreporting requirements. See “Prospectus Supplement Summary—Emerging Growth Company.” Our shares of common stock are listedon The Nasdaq Capital Market (“Nasdaq”) under the symbol “ACXP.” There is no established public trading market for the pre-fundedwarrants or the warrants, and we do not expect a market to develop. We do not intend to apply for a listing for any such pre-fundedwarrants or warrants on any securities exchange or other nationally recognized trading system. The closing price of our shares ofcommon stock on Nasdaq on April14, 2026, was $2.78 per share. Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading“Risk Factors” beginning on pageS-7 of this prospectus supplement and page6 of the accompanying prospectus and undersimilar headings in the other documents that are incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held by non-affiliates, or public float, was determined to be $22.1 million based on 3,462,424 shares of common stock outstanding, of which3,333,818 shares are held by non-affiliates, and the closing sale price of our shares of common stock on Nasdaq of $6.63 on March19,2026, which is within 60 days of the date of this prospectus supplement. Upon any sale of shares of common stock under thisprospectus supplement pursuant to General Instruction I.B.6 of FormS-3, in no event will the aggregate market value of securities soldby us or on our behalf pursuant to General Instruction I.B.6 of FormS-3 during the twelve calendar month period immediately priorto, and including, the date of any such sale exceed one-third of our public float, calculated in accordance with General Instruction I.B.6of FormS-3. During the prior twelve calendar month period that ends on, and includes, the date of this prospectus supplement(excluding this offering), we have not sold any of our securities pursuant to General Instruction I.B.6 of FormS-3. We have retained H.C. Wainwright& Co., LLC to act as our exclusive placement agent (the “placement agent”) in connection withthis offering. The placement agent is not purchasing or selling any of the securities we are offering. This offering is being conductedon a “best efforts” basis and the p