Pharmaceuticals, Inc. (NASDAQ:ACXP) (“Acurx” or the “Company”), a clinical-stage biopharmaceutical company developing a new class of antibiotics for difficult-to-treat bacterial infections, today announced that it has entered into definitive agreements with a single healthcare-focused U.S. institutional investor and certain executives of the Company for the purchase and sale of an aggregate of 1,289,980 shares of its common stock (which includes 130,769 pre-funded warrants to purchase shares of its common stock being sold to the U.S. institutional investor) at a purchase price per share of $3.25 (or $3.2499 per pre-funded warrant, which represents the per share offering price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant) for the U.S. institutional investor and $3.80 per share for the Company’s executives, pursuant to a registered direct offering. The Company has also agreed to issue to each investor, in a concurrent private placement, series A unregistered warrants (the “Series A Warrants”) to purchase up to 1,289,980 shares of the Company’s common stock and series B unregistered warrants (the “Series B Warrants”) to purchase up to 1,289,980 shares of the Company’s common stock. The Series A Warrants and Series B Warrants being sold to the U.S. institutional investor will each have an exercise price of $3.25 per share, will each be exercisable on the six-month anniversary of the issuance date and will expire five years from the date of initial exercisability and one year from the date of initial exercisability, respectively. The Series A Warrants and Series B Warrants being sold to the executives of the Company will each have an exercise price of $3.55 per share, will be exercisable on the six-month anniversary of the issuance date and will expire five years from the date of initial exercisability and one year from the date of initial exercisability, respectively.
The closing of the registered direct offering and the concurrent private placement is expected to occur on or about July 27, 2022, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering are expected to be approximately $4.225 million. The Company intends to use the net proceeds from the offering for general corporate purposes.
A.G.P./Alliance Global Partners is acting as lead placement agent and Maxim Group LLC is acting as co-placement agent for the offering and the concurrent private placement.
The offering of the common stock and pre-funded warrants is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-265956) previously filed with the U.S. Securities and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com, or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.
The Series A Warrants and Series B Warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the common stock underlying such warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, such warrants and underlying common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
