Acurx Pharmaceuticals, Inc S-1/A, filed Jun 11, 2021

Acurx Pharmaceuticals, Inc. (ACXP)

S-1/A 2021-06-11

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)			Amount of Registration Fee(3)(4)
Common Stock, $0.001 par value per share		$	20,125,000		$	2,195.64

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		12
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		38
USE OF PROCEEDS		40
DIVIDEND POLICY		41
CAPITALIZATION		42
DILUTION		45
CORPORATE CONVERSION		48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		49
BUSINESS		55
MANAGEMENT		78
EXECUTIVE AND DIRECTOR COMPENSATION		87
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		92
PRINCIPAL STOCKHOLDERS		95
DESCRIPTION OF CAPITAL STOCK		97
SHARES ELIGIBLE FOR FUTURE SALE		101
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK		104
UNDERWRITING		108
LEGAL MATTERS		112
EXPERTS		112
WHERE YOU CAN FIND MORE INFORMATION		112
INDEX TO FINANCIAL STATEMENTS		F-1

Statement of Operations Data	Years Ended December 31,						Three Months Ended March 31,
	2020			2019			2021 (unaudited)			2020 (unaudited)
Total Revenue
Operating Expenses
Research & Development		$	2,202,979		$	3,510,088		$	91,908		$	684,732
General & Administrative			2,397,059			2,421,165			1,382,421			594,369
Loss from Operation			4,600,038			5,931,253			1,474,329			1,279,101
Net Loss		$	4,600,038		$	5,931,253		$	1,474,329		$	1,279,101
Net Loss per Share of Common Stock, Basic and Diluted(1)		$	(0.74)		$	(1.24)			—			—
Weighted average number of shares outstanding, Basic and Diluted(1)			6,190,875			4,801,536			—			—
Pro forma weighted average common shares outstanding, Basic and Diluted(2)			8,891,338			7,501,999			—			—

	Period Ended March 31,
Balance Sheet Data	2021 (unaudited)			Pro Forma, As Adjusted(1)
Cash		$	2,628,273		$	15,331,076
Working Capital(2)			2,181,562			14,884,365
Total Assets			2,981,838			15,345,165
Total Liabilities			510,678			510,678
Accumulated Deficit			(15,274,941)			(15,838,830)
Total Members’ Equity		$	2,471,160		$	14,834,487

	Actual			Pro Forma Accelerated Vesting(3)			Pro Forma Corporate Conversion(1)(2)			Pro Forma As Adjusted
Cash and cash equivalents		$	2,628		$	2,628		$	2,628		$	15,331
Equity:
Class A membership interests: 13,725,196 interests issued and outstanding, actual; 13,928,318 interests issued and outstanding pro forma (accelerated vesting); no interests issued or outstanding pro forma (corporate conversion); and no interests issued or outstanding pro forma (as adjusted)(1)(3)			16,916			17,480			—			—
Class B membership interests: 100,000 interests issued and outstanding, actual; 100,000 interests issued and outstanding pro forma (accelerated vesting); no interests issued or outstanding pro forma (corporate conversion); and no interests issued or outstanding pro forma (as adjusted)(1)			830			830			—			—
Common stock, $0.001 par value per share: no shares authorized, issued or outstanding, actual; no shares authorized, issued or outstanding pro forma (accelerated vesting); 7,041,159 shares issued and outstanding, pro forma (corporate conversion); and 9,541,159 shares issued and outstanding pro forma (as adjusted)			—			—			7			10
Preferred stock, $0.001 par value per share: no shares authorized, issued or outstanding, actual; no shares authorized, issued or outstanding pro forma (accelerated vesting); no shares issued or outstanding, pro forma (corporate conversion); and no shares issued or outstanding pro forma (as adjusted)			—			—			—			—

	Class A membership interests					6,991,159
	Class B membership interests					50,000

Assumed initial public offering price per share			$	6.00
Historical net tangible book value per Class A membership interest and Class B membership interest as of March 31, 2021	$	0.18
Pro forma net tangible book value per share as of March 31, 2021 before this offering and after giving effect to the Corporate Conversion and the accelerated vesting of currently unvested membership interests(1)		0.35
Increase in the pro forma net tangible book value per share after giving effect to this offering		0.17
Pro forma as adjusted net tangible book value per share after this offering				1.55
Dilution per share to new investors participating in this offering			$	4.45

	Shares Purchased				Total Consideration					Average Price Per Share
	Number		Percent		Amount			Percent		Average Price Per Share
Existing stockholders		7,041,159		74%		$	17,579,876		54%		$	2.49
New investors		2,500,000		26%		$	15,000,000		46%		$	6.00
Total		9,541,159		100%		$	32,579,876		100%		$	3.41

	Three Months Ended March 31 (unaudited)						Percentage Increase
	2021			2020			Percentage Increase
	(in thousands)
Research and Development Expenses		$	92		$	685		(86)%
General and Administrative Expenses			1,382			594		132%
Total Expenses			1,474			1,279		(15)%
Net Loss		$	1,474		$	1,279		(15)%

Organism	Micromyx Number	362E	Metronidazole
Bifidobacterium brevi	3967 (ATCC(1) 15698)	>32	2
Bifidobacterium longum	3968 (ATCC 15707)	>32	4
Lactobacillus casei	1722 (ATCC 393)	16	>32
Lactobacillus acidophilus	0681	4	>32
Eubacterium lentum	1274 (ATCC 43055)	>32	0.25
Clostridium perfringens	3414	16	1
Clostridium difficile	3579	4	0.25
	3580	2	0.25
	3581	2	0.5
	3582	4	0.5
	3584	1	0.25
	3585	2	0.25
	3587	2	0.5

	362E	MTZ	VAN	FDX
MIC range:	0.5 – 8	0.25 – >32	0.5 – 16	0.03 – > 8
MIC50:	2	0.5	1	0.5
MIC90:	4	4	4	2

	ACX-362E (ibezapolstat)	MTZ	VAN	FDX
MIC range:	1 – 8	0.25 – 16	0.5 – 4	0.015 – 1
MIC50:	4	0.5	1	0.12
MIC90:	4	1	2	0.25

				ACX-362E (ibezapolstat)		Metronidazole		Vancomycin
Organism	Isolate No.	Type	Replicate	MIC	MBC	MIC	MBC	MIC	MBC
C. difficile	MMX 5680	Ribotype 027	A	1	1	2	2	0.5		0.5
			B	1	1	4	4	0.5		0.5
			C	1	2	2	2	0.25		0.25
	BAA- 1382	Ribotype 012	A	1	4	0.5	0.5	1		2
			B	1	2	0.5	1	1		1
			C	1	2	1	1	1		2
	BAA- 1875	Ribotype 078	A	1	>8*	0.5	1	0.25		0.5
			B	1	2	1	1	0.5		0.5
			C	1	>8*	0.5	0.5	0.5		0.5


Drug	Survivors acute infection/total animals	Survivors with no recurrent infection /total animals
GLS362	7/7	6/7
(ibezapolstat)
vancomycin	7/7	3/7

MIC Range	MRSA	VRE	MRSA and VRE
< 1 µg/mL	18 compounds	51 compounds	17 compounds
>1 to <2 µg/mL	65 compounds	100 compounds	61 compounds
>2 to < 4 µg/mL	74 compounds	80 compounds	21 compounds

	Actual			Pro Forma Accelerated Vesting(3)			Pro Forma Corporate Conversion(1)(2)			Pro Forma As Adjusted
Additional Paid in Capital									18,303			14,824
Accumulated deficit			(15,275)			(15,839)			(15,839)			—
Total equity (deficit)		$	2,471		$	2,471		$	2,471		$	14,834
Total capitalization		$	2,471		$	2,471		$	2,471		$	14,834

Name and principal position	Year		Salary ($)		Bonus ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		All other compensation ($)(1)		Total ($)
David P. Luci		2020		277,000(2)		20,775		274,824		—		—		23,438		596,037
President and Chief Executive Officer		2019		266,833(2)		—		—		—		—		23,438		290,271
Robert J. DeLuccia		2020		277,000(3)		20,775		274,824		—		—		44,971		617,570
Executive Chairman		2019		266,833(3)		—		—		—		—		45,016		311,849
Robert G. Shawah		2020		90,000(4)		—		62,500		—		—		—		152,500
Chief Financial Officer		2019		90,000(4)		—		—		—		—		—		90,000

Participants	Common Stock		Warrants for Common Stock		Aggregate Purchase Price
Executive Officers and Directors(1)(2)
Robert J. DeLuccia, Executive Chairman(3)		1,853,527		47,917		$	350,000
David P. Luci, President and Chief Executive Officer(4)		1,900,193		33,750		$	350,000
Robert G. Shawah, Chief Financial Officer		302,500		1,250		$	35,000
Carl V. Sailer, Director Nominee(6)		66,667		33,334		$	100,000
Jack H. Dean, PhD, Director Nominee(7)		31,539		10,000		$	65,000
Joseph C. Scodari, Director Nominee		6,154		—		$	20,000
Thomas Harrison, Director Nominee		3,077		—		$	10,000

Participants			Common Stock						Warrants for Common Stock						Aggregate Purchase Price
James Donohue, Director Nominee					25,000						12,500					$	25,000

	Shares Beneficially Owned Prior to Offering				Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number		Percentage		Number		Percentage
Named Executive Officers and Directors(1)
David P. Luci(2)		1,053,606		15.2%		1,053,606		11.2%
Robert G. Shawah(3)		189,200		2.7%		189,200		2.0%
Robert J. DeLuccia(4)		1,030,273		14.9%		1,030,273		11.0%
Joseph C. Scodari		3,077		*%		3,077		*
Jack H. Dean(5)		17,693		*%		17,693		*
Thomas Harrison(6)		1,539		*%		1,539		*
Carl Sailer(7)		60,417		1.1%		60,417		*
James Donohue		12,500		*%		12,500		*
All executive officers and directors as a group (8 persons)		2,368,304		34.5%		2,368,304		25.5%

Underwriters			Number of Shares of Common Stock
Alexander Capital, L.P.
Network 1 Financial Securities, Inc.
Total:

	Page
Audited Financial Statements for the Years Ended December 31, 2020 and 2019
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-2
FINANCIAL STATEMENTS:
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Members’ Equity		F-5
Statements of Cash Flows		F-6
Notes to the Financial Statements		F-7
Unaudited Condensed Interim Financial Statements for the Three Months Ended March 31, 2021 and 2020
Condensed Interim Balance Sheets		F-15
Condensed Interim Statements of Operations		F-16
Condensed Interim Statements of Changes in Members’ Equity		F-17
Condensed Interim Statements of Cash Flows		F-18
Notes to the Condensed Interim Financial Statements		F-19

	2020			2019
ASSETS
CURRENT ASSETS
Cash		$	3,175,411		$	2,483,322
Prepaid Expenses			48,609			48,103
TOTAL CURRENT ASSETS			3,224,020			2,531,425
TOTAL ASSETS		$	3,224,020		$	2,531,425
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses		$	455,931		$	1,256,591
Paycheck Protection Program Loan			16,625			—
Advanced Receipt of Equity Subscriptions			—			454,980
TOTAL CURRENT LIABILITIES			472,556			1,711,571
NONCURRENT LIABILITIES
Paycheck Protection Program Loan			49,878			—
TOTAL LIABILITIES			522,434			—
COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY
Members’ Equity, Class A			16,402,198			9,920,428
Members’ Equity, Class B			100,000			100,000
Accumulated Deficit			(13,800,612)			(9,200,574)
TOTAL MEMBERS’ EQUITY			2,701,586			819,854
TOTAL LIABILITIES AND MEMBERS’ EQUITY		$	3,224,020		$	2,531,425

	Class A Membership Interests					Class B Membership Interests					Accumulated Deficit			Total Members’ Equity
	Number of Units		Amount			Number of Units		Amount			Accumulated Deficit			Total Members’ Equity
Balance at January 1, 2019		8,391,650		$	5,019,542		100,000		$	100,000		$	(3,269,321)		$	1,850,221
Private Placement Offerings, net of issuance costs of $18,045		2,009,252			4,000,455		—			—			—			4,000,455
Share-Based Compensation		495,833			569,444		—			—			—			569,444
Share-Based Payments to Vendors		161,931			330,987		—			—			—			330,987
Net Loss		—			—		—			—			(5,931,253)			(5,931,253)
Balance at December 31, 2019		11,058,666			9,920,428		100,000			100,000			(9,200,574)			819,854
Private Placement Offerings, net of issuance costs of $51,409		1,421,629			4,432,124		—			—			—			4,432,124
Executive Compensation Settled with Membership Interests		312,680			781,700		—			—			—			781,700
Share-Based Compensation		553,419			695,833		—			—			—			695,833
Share-Based Payments to Vendors		147,413			572,113		—			—			—			572,113
Net Loss		—			—		—			—			(4,600,038)			(4,600,038)
Balance at December 31, 2020		13,493,807		$	16,402,198		100,000		$	100,000		$	(13,800,612)		$	2,701,586

	2020			2019
Cash Flow from Operating Activities:
Net loss		$	(4,600,038)		$	(5,931,253)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-Based Compensation			695,833			569,444
Share-Based Payments to Vendors			572,113			330,987
Executive Compensation Settled with Membership Interests			781,700			—
(Increase) / Decrease In:
Prepaid Expenses			(506)			(15,374)
Accounts Payable and Accrued Expenses			(800,660)			1,060,930
Net Cash Used In Operating Activities			(3,351,558)			(3,985,266)
Cash Flow from Financing Activities:
Proceeds from Advanced Receipts of Private Placement Offerings			—			454,980
Proceeds from Paycheck Protection Program Loan			66,503			—
Proceeds from Private Placement Offerings, net of issuance costs			3,977,144			4,000,455
Net Cash Provided By Financing Activities			4,043,647			4,455,435
Net Increase In Cash			692,089			470,169
Cash at Beginning of Year			2,483,322			2,013,153
Cash at End of Year		$	3,175,411		$	2,483,322
SUPPLEMENTAL DISCLOSURE
NONCASH FINANCING ACTIVITY
Vendor warrant issuance related to Private Placement Offering		$	23,177		$	—

	2020			2019
Accrued compensation expenses		$	317,068		$	854,244
Accrued research and development			89,156			347,363
Accrued professional fees			49,707			52,680
Other accounts payable and accrued expenses			—			2,304
Total		$	455,931		$	1,256,591

Total Paycheck Protection Program Loan	$	66,503
Less current portion		16,625
Long-term Debt	$	49,878

	Class A Membership Interests
Nonvested at January1, 2019		1,107,870
Granted		225,000
Vested		(495,833)
Nonvested at December 31, 2019		837,037
Granted		117,308
Vested		(553,419)
Nonvested at December 31, 2020		400,926

	March 31, 2021			December 31, 2020
	(unaudited)
ASSETS
CURRENT ASSETS
Cash		$	2,628,273		$	3,175,411
Prepaid Expenses and Other Receivable			14,089			48,609
TOTAL CURRENT ASSETS			2,642,362			3,224,020
OTHER ASSETS
Deferred Initial Public Offering Costs			339,476			—
TOTAL ASSETS		$	2,981,838		$	3,224,020
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses		$	444,175		$	455,931
Paycheck Protection Program Loan			16,625			16,625
Advanced Receipt of Equity Subscriptions			—			—
TOTAL CURRENT LIABILITIES			460,800			472,556
NONCURRENT LIABILITIES
Paycheck Protection Program Loan			49,878			49,878
TOTAL LIABILITIES			510,678			522,434
COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY
Members’ Equity, Class A			16,915,986			16,402,198
Members’ Equity, Class B			830,115			100,000
Accumulated Deficit			(15,274,941)			(13,800,612)
TOTAL MEMBERS’ EQUITY			2,471,160			2,701,586
TOTAL LIABILITIES AND MEMBERS’ EQUITY		$	2,981,838		$	3,224,020

	Class A Membership Interests					Class B Membership Interests								Total Members’ Equity
	Number of Units		Amount			Number of Units		Amount			Accumulated Deficit			Total Members’ Equity
Balance at January 1, 2020		11,058,666		$	9,920,428		100,000		$	100,000		$	(9,200,574)		$	819,854
Private Placement Offerings, net of issuance costs of $51,409		182,002			454,980		—			—			—			454,980
Executive Compensation Settled with Membership Interests		312,680			781,700		—			—			—			781,700
Share-Based Compensation		136,111			166,667		—			—			—			166,667
Share-Based Payments to Vendors		57,440			181,100		—			—			—			181,100
Net Loss		—			—		—			—			(1,279,101)			(1,279,101)
Balance at March 31, 2020		11,746,899			11,504,875		100,000			100,000			(10,479,675)			1,125,200
Balance at January 1, 2021		13,493,807		$	16,402,198		100,000		$	100,000		$	(13,800,612)		$	2,701,586
Executive Compensation Settled with Membership Interests		57,430			186,650		471,042			730,115			—			916,765
Cancellation of Class B Issuance		—			—		(471,042)			—			—			—
Share-Based Compensation		143,814			191,667		—			—			—			191,667
Share-Based Payments to Vendors		30,145			135,471		—			—			—			135,471
Net Loss		—			—		—			—			(1,474,329)			(1,474,329)
Balance at March 31, 2021		13,725,196		$	16,915,986		100,000		$	830,115		$	(15,274,941)		$	2,471,160

	March 31, 2021			2020
Accrued compensation expenses		$	30,187		$	317,068
Accrued research and development			62,310			89,156
Accrued professional fees			351,282			49,707
Other accounts payable and accrued expenses			396			—
Total		$	444,175		$	455,931

	Class A Membership Interests
Nonvested at December 31, 2019		837,037
Granted		25,000
Vested		(136,111)
Nonvested at March 31, 2020		725,926
Nonvested at December 31, 2020		400,926
Vested		(143,804)
Nonvested at March 31, 2021		257,122

	Amount
SEC registration fee		$	2,196
FINRA filing fee			3,519
Initial listing fee			50,000
Printing and engraving expenses			125,000
Legal fees and expenses			700,000
Accounting fees and expenses			175,000
Transfer agent and registrar fees and expenses			20,000
Miscellaneous expenses			25,000
Total		$	1,100,715

	Exhibit Number			Description of Exhibit
	1.1			Form of Underwriting Agreement.
	2.1*			Form of Certificate of Conversion.
	3.1*			Certificate of Formation of Acurx Pharmaceuticals, LLC, as amended.
	3.2*			Form of Certificate of Incorporation to be in effect upon completion of the Registrant’s conversion from a limited liability company to a corporation.
	3.3*			Form of By-Laws of the Registrant to be in effect upon completion of the Registrant’s conversion from a limited liability company to a corporation.
	4.1*			Form of Common Stock Certificate.
	5.1			Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
	10.1*			Form of Indemnification Agreement.
	10.2*			Form of Securities Purchase Agreement.
	10.3*			Form of Warrant.
	10.4*			Form of Common Stock Purchase Warrant.
	10.5*			Form of Investor Rights Agreement, by and between the Registrant and certain purchasers.
	10.6*+			Amended and Restated Employment Agreement, by and between the Registrant and Robert J. DeLuccia, dated May 25, 2021.
	10.7*+			Amended and Restated Employment Agreement, by and between the Registrant and David P. Luci, dated May 25, 2021.
	10.8*+			Amended and Restated Employment Agreement, by and between the Registrant and Robert Shawah, dated May 25, 2021.
	10.9*			2021 Equity Incentive Plan.
	10.10*			Master Clinical Services Agreement, dated October 11, 2019, by and between the Registrant and Syneos Health, LLC.

	Exhibit Number			Description of Exhibit
	10.11*#			Asset Purchase Agreement, dated February 5, 2018, by and between the Registrant and GLSynthesis Inc.
	23.1*			Consent of CohnReznick LLP.
	23.2			Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1).
	24.1*			Power of Attorney (included on signature page).
	99.1*			Consent of Joseph C. Scodari to be Named as a Director Nominee.
	99.2*			Consent of Jack H. Dean to be Named as a Director Nominee.
	99.3*			Consent of Thomas Harrison to be Named as a Director Nominee.
	99.4*			Consent of James Donohue to be Named as a Director Nominee.

Name	Title	Date
/s/ David P. Luci David P. Luci	President and Chief Executive Officer (Principal Executive Officer)	June 11, 2021
* Robert G. Shawah	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 11, 2021
* Robert J. DeLuccia	Executive Chairman	June 11, 2021
* Carl V. Sailer	Director	June 11, 2021
/s/ David P. Luci Name: David P. Luci Title: Attorney-in-fact

	Very truly yours,

	ACURX PHARMACEUTICALS, INC.

	By:
		David Luci
		President and Chief Executive Officer

Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

ALEXANDER CAPITAL, L.P.

By:
	Jonathan Gazdak
	Managing Director

Underwriter	Total Number of Firm Shares to be Purchased	Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised
Alexander Capital, L.P.
Network 1 Financial Securities, Inc.
TOTAL