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424B3 1 tm264593-3_424b3.htm 424B3 tm264593-3_424b3 - none - 4.390635s

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-293136

PROSPECTUS

750,000 Shares of Common Stock

Acurx Pharmaceuticals, Inc.

This prospectus relates to the resale, from time to time, of up to 750,000 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 pursuant to the purchase agreement dated May 8, 2025 that we entered into with Lincoln Park (the “Purchase Agreement”). See “Our Agreements with Lincoln Park” for a description of that agreement and “Selling Stockholder” for additional information regarding Lincoln Park. The prices at which Lincoln Park may sell the shares will be determined by the prevailing market price for the shares or in 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 the selling stockholder. However, we may receive up to $7.6 million (in addition to the $4.4 million previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus) in aggregate gross proceeds under the Purchase Agreement from any sales of common stock we make to Lincoln Park pursuant to the Purchase Agreement, from time to time in our discretion after May 29, 2025 (the date on which the First Prior Registration Statement (as defined below) was declared effective by the Securities and Exchange 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 May 29, 2025, in connection with the Purchase Agreement (the “First Prior Registration Statement”) and under the registration statement previously filed with the SEC, and which became effective by operation of law on November 10, 2025 (the “Second Prior Registration Statement”), we have registered an aggregate of 1,129,963 shares of common stock, 943,042 of which have been sold to Lincoln Park to date. In accordance with our obligations under the Registration Rights Agreement, we are registering additional 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 of different ways and at varying prices. See “Plan of Distribution” beginning on page 21 of this prospectus for more information about how 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 Section 2(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 (except brokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission.

Our common stock is listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “ACXP”. The last reported sale price of our common stock on Nasdaq on January 30, 2026 was $2.365 per share.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, we are subject to reduced public company reporting requirements.

On August 4, 2025, we effected a 1-for-20 reverse stock split pursuant to which every 20 shares of our issued and outstanding common stock were reclassified as one share of common stock (the “Reverse Stock Split”). The Reverse Stock Split had no impact on the par value of our common stock or the authorized number of shares of our common stock. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflect the effect of the Reverse Stock Split. However, our annual report on Form 10-K for the year ended December 31, 2024, filed on March 17, 2025, and all other documents incorporated by reference into this prospectus that were filed prior to August 4, 2025, do not give effect to the Reverse Stock Split.

Investing in our common stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific factors set forth under “Risk Factors” beginning on page 7 of this prospectus and in our filings with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is February 11, 2026.

	Page
ABOUT THIS PROSPECTUS		1
PROSPECTUS SUMMARY		2
THE OFFERING		6
RISK FACTORS		7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		10
OUR AGREEMENTS WITH LINCOLN PARK		12
USE OF PROCEEDS		17
DILUTION		18
MARKET FOR COMMON STOCK AND DIVIDEND POLICY		19
SELLING STOCKHOLDER		20
PLAN OF DISTRIBUTION		22
DESCRIPTION OF OUR SECURITIES TO BE REGISTERED		24
LEGAL MATTERS		27
EXPERTS		27
WHERE YOU CAN FIND MORE INFORMATION		27
INCORPORATION OF DOCUMENTS BY REFERENCE		28

Assumed Average Purchase Price Per Share	Number of Registered Shares of our Common Stock to be Issued if Full Purchase(1)		Percentage of Outstanding Shares of our Common Stock After Giving Effect to the Issuance to Lincoln Park(2)		Gross Proceeds from the Sale of Shares of our Common Stock to Lincoln Park Under the Purchase Agreement(1)
$ 1.00		750,000		29%		$	750,000
$ 2.00		750,000		29%		$	1,500,000
$2.365(3)		750,000		29%		$	1,773,750
$ 3.00		750,000		29%		$	2,250,000
$ 4.00		750,000		29%		$	3,000,000
$ 5.00		750,000		29%		$	3,750,000

Assumed public offering price per share			$	2.365
Net tangible book value per share of common stock as of September 30, 2025	$	2.02
Increase in net tangible book value per share attributable to this offering		0.06
As adjusted, net tangible book value per share after this offering				2.08
Dilution per share to new investors purchasing shares in this offering			$	0.285

SEC Form 424B3 filed by Acurx Pharmaceuticals Inc.