As filed with the Securities and Exchange Commission on ~~July~~October 1420, 2025

Registration ~~Statement~~ No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACURX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 82-3733567 (I.R.S. Employer Identification Number)

Delaware	2834	82-3733567
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

259 Liberty Avenue Staten Island, New York 10305 (917) 533-1469

Staten Island, New York 10305

(917) 533-1469

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David P. Luci President and Chief Executive Officer Acurx Pharmaceuticals, Inc. 259 Liberty Avenue Staten Island, New York 10305 (917) 533-1469

President and Chief Executive Officer

Acurx Pharmaceuticals, Inc.

259 Liberty Avenue

Staten Island, New York 10305

(917) 533-1469

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ivan K. Blumenthal Jeffrey D. Cohan Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 919 Third Avenue, New York NY 10022 (212) 935-3000

~~Jeffrey~~Approximate D.date of ~~Cohan~~commencement of proposed sale to the public:

~~Mintz,~~As ~~Levin,~~soon ~~Cohn,~~as ~~Ferris,~~practicable ~~Glovsky~~after ~~and~~the ~~Popeo,~~effective date Pof this registration statement.C.

666 Third Avenue

New York, New York 10017

212-935-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging Growth Company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨

~~THE~~This ~~REGISTRANT~~registration ~~HEREBY AMENDS~~statement ~~THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL~~shall ~~FILE~~hereafter Abecome ~~FURTHER~~effective ~~AMENDMENT~~in ~~WHICH~~accordance ~~SPECIFICALLY~~with ~~STATES~~the ~~THAT~~provisions ~~THIS~~of ~~REGISTRATION~~Section ~~STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION~~ 8(a) OFof ~~THE~~the ~~SECURITIES~~Securities ~~ACT~~Act OFof 1933~~, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE~~.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING ~~STOCKHOLDERS~~STOCKHOLDER MAY NOT RESELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT ~~FILED~~ FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

~~SUBJECT~~PRELIMINARY ~~TO COMPLETION, DATED JULY 14, 2025~~PROSPECTUS

~~PROSPECTUS~~SUBJECT TO COMPLETION DATED OCTOBER 20, 2025

585,000 Shares of Common Stock

Acurx Pharmaceuticals, Inc.

9This prospectus relates to the resale,~~157~~ from time to time,~~596~~ ~~Shares~~of up to 585,000 shares of ~~Common~~our ~~Stock~~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 ~~selling~~shares ~~stockholders~~ of ~~Acurx~~common ~~Pharmaceuticals, Inc.~~stock ~~(“Acurx,”~~to ~~“we,”~~which ~~“us”~~this orprospectus ~~the~~relates ~~“Company”)~~are ~~listed~~shares ~~beginning~~that onhave ~~page 15 of~~been ~~this~~or ~~prospectus~~ may ~~offer~~be ~~and~~issued ~~resell under this prospectus up~~ to ~~9,157,596 shares~~Lincoln ofPark ~~our~~pursuant ~~common stock consisting of (i) up~~ to ~~6,223,609 shares (~~the ~~“series~~purchase ~~G-1~~agreement ~~warrant~~dated ~~shares”) of our common stock~~May 8, ~~par~~2025 ~~value~~that ~~$0.001~~we ~~per~~entered ~~share~~into ~~(the~~with ~~“common~~Lincoln ~~stock”),~~Park ~~issuable upon exercise of series G-1 warrants~~ (the “~~series~~Purchase ~~G-1 warrants~~Agreement”)~~, and~~. upSee ~~to 2,667,261 shares (the~~ “~~series~~Our ~~G-2~~Agreements ~~warrant shares”) of our common stock issuable upon exercise of series G-2 warrants (the “series G-2 warrants” and, together~~ with ~~the~~Lincoln ~~series G-1 warrants, the “series G warrants~~Park”~~), each with an~~ ~~exercise~~for ~~price of $0.425 per share which were acquired by~~ a ~~certain~~description ~~selling~~of ~~stockholder~~that ~~pursuant~~agreement ~~to a Letter Agreement (defined below),~~ and ~~(ii) up to 266,726 shares (the~~ “~~placement~~Selling ~~agent warrant shares,~~Stockholder” ~~and~~for ~~together~~additional ~~with~~information ~~the~~regarding ~~series~~Lincoln G-1 warrant shares and series G-2 warrant shares, the “warrant shares”) of our common stock issuable upon exercise of placement agent warrants (the “placement agent warrants,” and together with the series G warrants, the “warrants”) with an exercise price of $0Park.75 ~~per share acquired by certain of the selling stockholders under the Engagement Letter (defined below).~~ The ~~series G-1 warrants~~prices ~~will~~at bewhich ~~exercisable~~Lincoln ~~upon~~Park ~~issuance~~may ~~until~~sell the ~~five-year~~shares ~~anniversary of the date of issuance. The series G-2 warrants~~ will be ~~exercisable at~~determined ~~any~~by ~~time on or after~~ the ~~Stockholder~~prevailing ~~Approval~~market ~~Date~~price ~~(as~~for ~~defined in~~ the ~~series~~shares ~~G-2~~or ~~warrants)~~in ~~and~~negotiated ~~have a term of exercise of five (5) years from the Stockholder Approval Date~~transactions. The selling stockholders acquired the warrants from us pursuant to a warrant inducement letter agreement (the “Letter Agreement”) and the engagement letter (the “Engagement Letter”), dated October 9, 2024, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”).

We are ~~registering~~not ~~the~~selling ~~resale~~any securities under this prospectus and will not receive any of the ~~shares~~proceeds offrom ~~common~~the ~~stock~~sale ~~covered~~of shares by ~~this~~the ~~prospectus~~selling asstockholder. ~~required~~However, bywe ~~the~~may ~~Letter~~receive up ~~Agreement~~to $9.0 ~~The~~million ~~selling~~(in ~~stockholders~~addition ~~will~~to ~~receive~~the ~~all~~$3.0 million previously received from sales made pursuant to the Purchase Agreement prior to the date of ~~the~~this prospectus) in aggregate gross proceeds under the Purchase Agreement from any sales of common stock we make to Lincoln Park pursuant to the ~~shares~~Purchase Agreement, from time to time in our discretion after May 29, 2025 (the date on which the Prior Registration Statement (as defined below) was declared effective by the Securities and Exchange Commission (“SEC”)) and after satisfaction of ~~common~~other ~~stock~~conditions ~~offered~~in ~~hereby~~the Purchase Agreement (the “Commencement Date”). WeUnder ~~will~~the ~~not~~registration ~~receive~~statement ~~any~~previously offiled with the ~~proceeds~~SEC, ~~but~~and wedeclared ~~will~~effective ~~incur expenses~~by the SEC on May 29, 2025, in connection with the ~~offering.~~Purchase ToAgreement (the ~~extent~~“Prior ~~the~~Registration Statement”), ~~warrants~~we ~~are~~have ~~exercised~~registered ~~for cash~~544,963 ifshares atof common stock, all of which have been sold to Lincoln Park to date. In accordance with our obligations under the Registration Rights Agreement, we ~~will~~are ~~receive~~registering ~~the~~additional ~~exercise price~~shares of ~~the~~common ~~warrants~~stock under this prospectus.

The selling ~~stockholders may~~stockholder may sell ~~these shares through public~~ or ~~private~~otherwise ~~transactions~~dispose atof ~~market prices prevailing at~~ the ~~time~~shares of ~~sale~~common orstock atdescribed ~~negotiated~~in ~~prices. The~~this ~~timing~~prospectus ~~and~~in ~~amount~~a number of ~~any~~different ~~sale~~ways ~~are~~and ~~within~~at ~~the~~varying ~~sole~~prices. See ~~discretion~~“Plan of ~~the~~Distribution” ~~selling~~beginning ~~stockholders.~~on ~~Our~~page 21 ~~registration~~ of ~~the~~this ~~shares~~prospectus offor ~~common stock~~more ~~covered~~information byabout ~~this~~how ~~prospectus~~and ~~does~~the ~~not~~prices ~~mean~~at ~~that~~ which the selling ~~stockholders~~stockholder ~~will~~may ~~offer~~sell or ~~sell~~otherwise ~~any~~dispose of the shares. ~~For~~of ~~further~~our ~~information regarding~~common ~~the~~stock ~~possible~~being ~~methods~~offered. byThe ~~which~~selling ~~the~~stockholder ~~shares~~is ~~may~~an be“underwriter” within ~~distributed,~~the ~~see~~meaning ~~“Plan~~ of ~~Distribution”~~Section 2(a)(11) ~~beginning~~of onthe ~~page~~Securities 18 Act of ~~this~~1933, ~~prospectus~~as amended.

~~Our~~The ~~common~~selling ~~stock~~stockholder ~~is listed~~will onpay ~~The~~all ~~Nasdaq~~brokerage ~~Capital~~fees ~~Market~~and ~~under~~commissions ~~the~~and ~~symbol~~similar ~~“ACXP~~expenses.” ~~The~~We ~~last~~will ~~reported~~pay ~~sale~~all ~~price~~expenses of(except ~~our~~brokerage ~~common~~fees ~~stock~~and oncommissions ~~July 11,~~and ~~2025~~similar ~~was~~expenses) ~~$0.473~~relating ~~per~~to ~~share~~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 October 17, 2025 was $6.80 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.

~~Investing~~On ~~in our~~August 4, ~~common~~2025, we effected a 1-for-20 reverse stock issplit ~~highly~~pursuant ~~speculative~~to which every 20 shares of our issued and ~~involves~~outstanding acommon ~~significant~~stock ~~degree~~were reclassified as one share of ~~risk~~common stock (the “Reverse Stock Split”). ~~Please~~The ~~consider~~Reverse ~~carefully~~Stock ~~the~~Split ~~specific~~had ~~factors~~no ~~set~~impact on the par ~~forth~~value ~~under~~of ~~“Risk~~our ~~Factors”~~common ~~beginning~~stock onor ~~page~~the 8authorized number of ~~this~~shares ~~prospectus~~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 ~~filings~~annual report ~~with~~on Form 10-K for the ~~Securities~~year ended December 31, 2024, filed on March 17, 2025, and ~~Exchange~~all other documents incorporated by reference into this prospectus that were filed prior to ~~Commission~~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 6 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 , 2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	7
RISK FACTORS	8
THE WARRANT INDUCEMENT TRANSACTION	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
USE OF PROCEEDS	13
MARKET FOR COMMON STOCK AND DIVIDEND POLICY	14
SELLING STOCKHOLDERS	15
PLAN OF DISTRIBUTION	18
DESCRIPTION OF OUR SECURITIES TO BE REGISTERED	20
LEGAL MATTERS	24
EXPERTS	24
WHERE YOU CAN FIND MORE INFORMATION	25
INCORPORATION OF DOCUMENTS BY REFERENCE	26

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	16

DILUTION	17

MARKET FOR COMMON STOCK AND DIVIDEND POLICY	18

SELLING STOCKHOLDER	19

PLAN OF DISTRIBUTION	20

DESCRIPTION OF OUR SECURITIES TO BE REGISTERED	22

LEGAL MATTERS	25

EXPERTS	25

WHERE YOU CAN FIND MORE INFORMATION	25

INCORPORATION OF DOCUMENTS BY REFERENCE	26

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus or any amendment thereto. In addition, this prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

The selling ~~stockholders named~~stockholder named in this prospectus may sell up to 9585,~~157,596~~000 shares of our common stock previously issued and issuable ~~upon~~pursuant ~~exercise of warrants~~ to ~~purchase~~the ~~shares~~Purchase ~~of our common stock~~ Agreement from time to time. This prospectus also covers any shares of common stock that may become issuable as a result of share splits, share dividends, or similar transactions. We have agreed to pay the expenses incurred in registering these shares, including legal and accounting fees.

We have not, and the selling ~~stockholders~~stockholder ~~have~~has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus, the documents incorporated by reference herein or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that ~~others~~ others may give you. The information contained in this prospectus, the documents incorporated by reference herein or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The selling ~~stockholders are~~stockholder is offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is ~~lawful~~ lawful to do so. The selling ~~stockholders~~stockholder ~~are~~is not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.

Unless the context otherwise requires, “Acurx,” “ACXP,” “the Company,” “we,” “us,” “our” and similar terms refer to Acurx Pharmaceuticals, Inc.

~~INDUSTRY~~Industry ~~AND~~and ~~MARKET~~Market ~~DATA~~Data

This prospectus ~~and~~or the ~~documents~~ documents incorporated by reference herein includes statistical and other industry and market data that we obtained from industry publications ~~and~~ and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

PROSPECTUS SUMMARY

The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed audited and unaudited financial statements, notes to the financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.

Overview

We are a late-stage biopharmaceutical company focused on developing a new class of small molecule antibiotics for difficult-to-treat bacterial infections. Our approach is to to develop antibiotic candidates with a Gram-positive selective spectrum ~~(“GPSS®”)~~ that block the active site of the Gram positive specific bacterial enzyme deoxyribonucleic acid (“DNA”) polymerase IIIC ~~(“pol IIIC”)~~, inhibiting DNA replication and leading to Gram-positive bacterial cell death. Our research and development ~~(“R&D”)~~ pipeline includes antibiotic product candidates that target Gram-positive bacteria, including Clostridioides difficile, methicillin-resistant Staphylococcus aureus (“MRSA”), vancomycin resistant Enterococcus ~~(“VRE”)~~ and drug-resistant Streptococcus pneumoniae ~~(“DRSP”)~~.

These bacterial targets ~~are~~ are listed as priority pathogens by the World Health Organization (“WHO”), the United States ~~(“U.S.”)~~ Centers for Disease Control and Prevention (“CDC”) and the U.S. Food and Drug Administration (“FDA”). Priority pathogens are those which require new antibiotics to address the worldwide crisis of ~~antimicrobial~~Antimicrobial ~~resistance~~Resistance as identified by the WHO, CDC and FDA.

Emerging Growth Company

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As an emerging growth company, we are eligible, and have elected, to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and reduced disclosure obligations regarding executive compensation (to the extent applicable to a foreign private issuer).

We could remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of the consummation of our initial public offering. However, if our annual gross revenue is $1.235 billion or more, or our non-convertible debt issued within a three year period exceeds $1 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the last day of that fiscal year.

Smaller Reporting Company

We are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company, and have a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Risks Associated with Our Business

Our business and our ability to implement our business strategy are subject to numerous risks, as more fully described in the section entitled “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our Quarterly Reports ~~Report~~ on Form 10-Q for the ~~period~~periods ended June 30, 2025 and March 31, 2025 incorporated herein by reference. You should read these risks before you invest in our securities. We may be unable, for many reasons, including those that are beyond our control, to implement our business strategy.

Corporate Information and History

We were organized as a limited liability company in the State of Delaware in July 2017 and we commenced operations in February 2018 upon acquiring the rights to our lead antibiotic product candidate from GLSynthesis, Inc. Our principal executive offices are located at 259 Liberty Avenue, Staten Island, NY 10305 and our telephone number is (917) 533-1469. Our website address is www.acurxpharma.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. On June 23, 2021, we converted from a Delaware limited liability company into a Delaware corporation pursuant to a statutory conversion, and changed its name to Acurx Pharmaceuticals, Inc.

Recent Developments

~~Lincoln~~The ~~Park~~Reverse ~~Transaction~~Stock Split

On ~~May 8~~July 31, 2025, we ~~entered~~ ~~into~~filed awith ~~purchase~~the ~~agreement~~Secretary of State of the State of Delaware an amendment (the “~~May Purchase~~Certificate ~~Agreement~~of Amendment”) ~~with~~to ~~Lincoln~~our ~~Park~~certificate ~~Capital~~of ~~Fund~~incorporation, ~~LLC~~as amended (the “~~Lincoln~~certificate ~~Park~~of incorporation”), ~~pursuant~~ to ~~which~~effect ~~Lincoln~~a ~~Park~~reverse ~~agreed~~stock tosplit ~~purchase~~of ~~from~~our uscommon upstock at a ratio of 1-for-20 (the “Reverse Stock Split”). Pursuant to anthe ~~aggregate~~Certificate of ~~$12~~Amendment, the Reverse Stock Split became effective as of 4:01 p.0m. ~~million~~Eastern Time on August 4, 2025 (the “Effective Time”) and shares of our common stock began trading on a post-split basis at the open of trading on The Nasdaq Capital Market on August 5, 2025. At the Effective Time, every twenty (~~subject~~20) shares of our issued and outstanding shares of common stock towere ~~certain~~automatically ~~limitations~~converted into one (1) ~~from~~share ~~time~~of common stock, without any change in the par value per share. In addition, proportionate adjustments were made to ~~time~~the ~~over~~per share exercise price and the ~~term~~number of shares issuable upon the ~~May Purchase~~exercise ~~Agreement.~~of ~~Also~~all onoutstanding ~~May 8~~stock options, warrants ~~2025~~and convertible securities, weand ~~entered~~to ~~into~~the number of shares issued and issuable under our stock incentive plan. No change was made ato ~~registration~~the ~~rights~~number ~~agreement~~of ~~with~~shares ~~Lincoln~~of ~~Park~~common (stock authorized under our certificate of incorporation. Unless otherwise indicated, all share and per share information in this prospectus is adjusted to reflect the ~~“Registration~~effect ~~Rights~~of ~~Agreement”)~~the Reverse Stock Split.

We do not have the right to commence any sales of our common stock to Lincoln Park under the May Purchase Agreement (the “Commencement’) until the conditions set forth in the May Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied. The ~~shares~~Charter of common stock were offered by us pursuant to a registration statement and accompanying prospectus (the “May Prospectus”) on Form S-1 (File No. 333-287478), which was filed with the SEC on May 21, 2025, and was declared effective on May 29, 2025. From time to time after the Commencement, at our sole discretion, on any business day selected by us on which the closing sale price of our common stock is not below $0.25 per share, we may direct Lincoln Park to purchase up to 60,000 shares of our common stock (each, a “Regular Purchase”); provided that the share amount under a Regular Purchase may be increased to up to 90,000 shares or up to 120,000 shares if the closing sale price of our common stock is not below $2.00 or $3.00, respectively, on the business day on which we initiate the purchase, subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the May Purchase Agreement. However, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $500,000. The purchase price per share for each Regular Purchase will be 97% of the lower of (i) the lowest sale price of our common stock on the business day on which we initiate the Regular Purchase and (ii) the average of the three lowest closing sale prices of our common stock during the 10-business day period immediately preceding the business day on which we initiate the Regular Purchase. In addition to Regular Purchases, we may also direct Lincoln Park to purchase other amounts of common stock as accelerated purchases and as additional accelerated purchases, subject to limits specified in the May Purchase Agreement, at a purchase price per share calculated as specified in the May Purchase Agreement. We will control the timing and amount of any sales of our common stock to Lincoln Park.Amendment

On ~~May~~September 822, 2025, ~~in consideration~~we ~~for~~filed ~~its~~an ~~commitment~~ amendment to ~~purchase~~our ~~shares~~certificate of ~~our~~incorporation ~~common~~to ~~stock~~increase ~~under~~ the ~~May Purchase~~total ~~Agreement,~~number weof ~~issued~~authorized ~~899,258~~ shares of our common stock tofrom ~~Lincoln~~200,000,000 ~~Park~~to ~~(the “Commitment Shares”)~~250,000,000.

The Lincoln Park Transaction

On May 8, 2025, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us up to an aggregate of $12.0 million of our common stock (subject to certain limitations) from time to time over the term of the Purchase Agreement (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus). Pursuant to the Purchase Agreement, we issued 44,963 shares of common stock to Lincoln Park as a fee for making its irrevocable commitment to purchase our common stock under the Purchase Agreement (the “Commitment Shares”). Also on May 8, 2025, we entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), pursuant to which we filed with the SEC a registration statement (the “Prior Registration Statement”) on Form S-1 (Registration No. 333-287478) to register up to 544,963 shares of common stock that have subsequently been issued and sold by us to Lincoln Park, consisting of (i) 500,000 shares of common stock that we issued and sold to Lincoln Park as Purchase Shares, during the period from the Commencement Date (as defined below) through the date of this prospectus, for aggregate gross proceeds of $3.0 million, and (ii) 44,963 Commitment Shares.

The purpose of this registration statement on Form S-1 is to register an additional 585,000 Purchase Shares for resale by Lincoln Park, pursuant to the terms of the Purchase Agreement and the Registration Rights Agreement. This prospectus covers the resale by the selling stockholder of up to 585,000 shares of our common stock that we have reserved for sale to Lincoln Park under the Purchase Agreement from time to time after the date of this prospectus, if and when we determine to sell shares of our common stock to Lincoln Park under the Purchase Agreement.

WeUnder ~~may terminate~~ the ~~May Purchase Agreement~~applicable atrules ~~any~~of ~~time~~The ~~after~~Nasdaq ~~the~~Stock ~~date of Commencement~~Market, aton noJuly ~~penalty or cost~~17, 2025, ~~other~~we ~~than~~obtained ~~the~~stockholder ~~Commitment~~approval ~~Shares.~~to ~~There~~issue ~~are~~to noLincoln ~~restrictions on future financings~~Park, ~~rights~~pursuant ofto ~~first~~the ~~refusal,~~Purchase ~~participation rights~~Agreement, ~~penalties~~shares orof ~~liquidated~~our ~~damages~~common instock, including the ~~May Purchase~~Commitment ~~Agreement or~~Shares, ~~Registration~~which ~~Rights~~exceed ~~Agreement~~220,315 ~~other than a prohibition on our issuing~~shares, orwhich ~~entering~~was ~~into~~equal ~~any agreement~~ to ~~effect~~19.99% of the ~~issuance of,~~ shares of our common stock oroutstanding ~~common~~immediately prior ~~stock~~to ~~equivalents~~the ~~involving~~execution aof ~~transaction that is defined in~~ the ~~May~~ Purchase Agreement ~~as a “Variable Rate Transaction~~.~~” Lincoln Park may not assign or transfer its rights and obligations under the May Purchase Agreement.~~

AsWe ofdid ~~July 3,~~not ~~2025, there~~have ~~were~~the ~~29,627,013~~right ~~shares~~to commence any sales of our common stock to ~~outstanding,~~Lincoln ofPark ~~which~~under ~~27,054,901~~the ~~shares~~Purchase ~~were~~Agreement ~~held~~until bythe ~~non-affiliates.~~conditions ~~Although~~set forth in the ~~May~~ Purchase Agreement ~~provides~~were ~~that~~satisfied, wewhich ~~may~~occurred ~~sell~~on May up29, to2025 ~~$12~~(the “Commencement Date”).0 ~~million~~From time to time after the Commencement Date, at our sole discretion, on any business day selected by us on which the closing sale price of our common stock tois not below $1.00 per share, we may direct Lincoln Park, ~~only~~to 10purchase up to 3,~~899,258~~000 shares of our common stock (each, ~~which~~ ~~represents~~a “Regular Purchase”); provided that the ~~Commitment~~share ~~Shares~~amount ~~and~~under a Regular Purchase may be increased to up to 104,~~000~~500 shares or up to 6,000 shares ~~which~~if ~~may~~the beclosing ~~issued~~sale toprice ~~Lincoln~~of ~~Park~~our incommon ~~the~~stock ~~future~~is ~~under~~not ~~the~~below ~~May Purchase~~$40.00 or ~~Agreement~~$60.00, ifrespectively, ~~and~~on ~~when~~the business day on which we ~~sell~~initiate ~~shares~~the purchase. We refer to such share amount limitation in this prospectus as the “Regular Purchase Share Limit.” In any case, Lincoln Park’s ~~under~~maximum ~~the~~commitment ~~May~~ in any single Regular Purchase may ~~Agreement~~not exceed $500,000. IfThe ~~all~~Regular ofPurchase Share Limit is subject to proportionate adjustment in the 10event of a reorganization,~~899~~ recapitalization,~~258~~ non-cash ~~shares~~dividend, ~~offered by~~stock ~~Lincoln~~split, ~~Park~~reverse ~~under~~stock ~~the~~split, ~~May Prospectus~~or ~~were~~other ~~issued~~similar ~~and~~transaction; ~~outstanding~~provided, ~~such~~that ~~shares~~if, ~~would~~after ~~represent~~giving ~~approximately~~effect ~~29%~~to ofsuch full proportionate adjustment, the ~~total number~~adjusted ofRegular ~~shares~~Purchase ofShare ~~our~~Limit would preclude us from requiring Lincoln Park to purchase common stock at ~~outstanding~~an ~~and~~aggregate ~~approximately~~purchase ~~31%~~price ofequal ~~the~~to ~~total~~or ~~number~~greater ofthan ~~outstanding~~$60,000 ~~shares~~in ~~held~~any bysingle ~~non-affiliates~~Regular Purchase, in ~~each~~then ~~case~~the asRegular ofPurchase ~~July 3,~~Share ~~2025.~~Limit will ~~Depending~~not onbe fully adjusted, but rather the ~~price~~Regular ~~per~~Purchase ~~share~~Share atLimit ~~which~~for wesuch ~~sell~~Regular ~~shares~~Purchase toshall ~~Lincoln~~be ~~Park~~adjusted ~~under~~as ~~the~~specified ~~May Purchase~~in the Purchase Agreement, wesuch ~~may~~that, ~~need~~after giving effect to ~~sell~~such ~~more~~adjustment, ~~shares~~the Regular Purchase Share Limit will be equal to ~~Lincoln~~(or ~~Park~~as ~~than~~close as ~~are~~can ~~offered~~be ~~under~~derived ~~the~~from ~~May Prospectus~~such toadjustment ~~receive~~without ~~aggregate~~exceeding) ~~gross~~$60,000. All share and dollar amounts disclosed in this paragraph relating to ~~proceeds~~Regular ~~equal~~Purchases have been adjusted to reflect the ~~$12~~effect of the Reverse Stock Split.0 ~~million~~The ~~total~~purchase ~~commitment~~price per share for each Regular Purchase will be 97% of ~~Lincoln~~the ~~Park~~lower ~~under~~of (i) the ~~May Purchase~~lowest ~~Agreement,~~sale inprice ~~which~~of ~~case~~our common stock on the business day on which we ~~must~~initiate ~~first~~the Regular Purchase ~~register~~and ~~for~~(ii) ~~resale~~the ~~under~~average of the ~~Securities~~three ~~Act~~lowest ~~additional~~closing ~~shares~~sale prices of our common stock. ~~The~~during ~~number~~the of10-business ~~shares~~day ~~ultimately~~period ~~offered~~immediately ~~for resale~~preceding bythe ~~Lincoln~~business ~~Park~~day ~~will~~on ~~depend~~which ~~upon~~we initiate the ~~number~~Regular ofPurchase. ~~shares~~In addition to Regular Purchases, we ~~elect~~may also direct Lincoln Park to ~~sell~~purchase other amounts of common stock as accelerated purchases and as additional accelerated purchases, subject to ~~Lincoln~~limits ~~Park~~specified ~~under~~in the ~~May~~ Purchase Agreement., ~~Sales~~at ~~of our~~a ~~common~~purchase ~~stock~~price toper ~~Lincoln~~share ~~Park~~calculated byas usspecified ~~under~~in the ~~May~~ Purchase Agreement. ~~could~~We ~~result~~will incontrol ~~substantial~~the ~~dilution~~timing toand amount of any sales of our ~~stockholders~~common stock to Lincoln Park.

~~Under applicable rules of~~We ~~The Nasdaq Stock Market (“Nasdaq”), in no event~~ may weterminate ~~issue or sell to Lincoln Park under~~ the ~~May~~ Purchase Agreement ~~more~~ ~~than~~at ~~19.99%~~any oftime after the ~~shares~~Commencement ofDate, ~~our~~at ~~common~~no ~~stock~~penalty ~~outstanding~~or ~~immediately~~cost, ~~prior~~other tothan the ~~execution~~Commitment ~~of the May Purchase Agreement,~~Shares. ~~which~~There ~~was~~are ~~4,406,297~~no ~~shares~~restrictions ~~(the~~on ~~“Exchange~~future ~~Cap”)~~financings, ~~unless~~rights ~~(i) we~~of ~~obtain~~first ~~stockholder~~refusal, ~~approval~~participation torights, ~~issue~~penalties ~~shares~~or inliquidated ~~excess~~damages ofin the ~~Exchange~~Purchase ~~Cap~~Agreement or ~~(ii) the~~Registration ~~average~~Rights ~~price~~Agreement, ofother ~~all~~than ~~applicable~~a ~~sales~~prohibition ofon our ~~common~~issuing, ~~stock~~or toentering ~~Lincoln~~into ~~Park~~any ~~under~~agreement ~~the May Purchase~~to ~~Agreement~~effect ~~equals or exceeds $0.3545 per share (which represents~~ the ~~lower~~issuance of, ~~(A) the~~shares ~~official closing price~~ of our common stock on ~~Nasdaq~~or ~~immediately preceding the signing of the May Purchase Agreement and (B) the average official closing price of our~~ common stock onequivalents ~~Nasdaq~~involving ~~for~~a ~~the~~transaction ~~five~~that ~~consecutive~~is ~~trading~~defined ~~days~~in ~~ending on~~ the ~~trading day immediately preceding the date of the May~~ Purchase Agreement), ~~such~~as ~~that~~a ~~issuances~~“Variable ~~and~~Rate ~~sales~~Transaction.” ~~of common stock to~~ Lincoln Park ~~under the May Purchase Agreement would not be subject to the Exchange Cap under applicable Nasdaq rules. In any event, the May Purchase Agreement specifically provides that we~~ may not ~~issue~~ assign or ~~sell~~transfer ~~any~~its ~~shares~~rights ofand ~~our~~obligations ~~common stock~~ under the ~~May~~ Purchase ~~Agreement if such issuance or sale would breach any applicable~~ ~~Nasdaq rules~~Agreement.

The ~~May~~ Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap. Lincoln Park, upon written notice to us, may increase the Beneficial Ownership Cap to up to 9.99%. Any increase in the Beneficial Ownership Cap will not be effective until the 61st day after such written notice is delivered to us.

~~Issuances~~As of the date of ~~our~~this prospectus, we have (i) issued and sold to Lincoln Park 500,000 shares of common stock as Purchase Shares, for aggregate gross proceeds of $3.0 million, and (ii) issued to Lincoln Park ~~will~~44,963 ~~not~~Commitment ~~affect~~Shares ~~the~~in ~~rights~~consideration orfor ~~privileges~~Lincoln Park’s commitment to purchase shares of common stock at our ~~existing~~discretion ~~stockholders,~~under ~~except~~the ~~that~~Purchase Agreement. Although the ~~economic~~Purchase ~~and~~Agreement provides ~~voting~~that ~~interests~~we may sell up to $12.0 million of our common stock to Lincoln Park (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of ~~each~~the date of ~~our~~this ~~existing~~prospectus), ~~stockholders~~only ~~will~~585,000 beadditional ~~diluted~~Purchase Shares that we may issue to Lincoln Park as aPurchase ~~result~~Shares from and after the date of ~~any~~this prospectus, if and when we elect to sell such ~~issuance.~~Purchase Shares ~~Although~~to Lincoln Park under the ~~number~~Purchase ofAgreement, ~~shares~~are being registered under the Securities Act for resale by Lincoln Park under the registration statement that includes this prospectus. Depending on the market price of our common stock at the time we elect to issue ~~that~~and sell shares of our ~~existing~~common ~~stockholders~~stock ~~own~~to ~~will~~Lincoln ~~not~~Park ~~decrease,~~under the ~~shares~~Purchase ~~owned~~Agreement, bywe ~~our~~may ~~existing~~need ~~stockholders~~to ~~will~~register ~~represent~~for aresale ~~smaller~~under ~~percentage~~the Securities Act additional shares of our ~~total~~common ~~outstanding~~stock ~~shares~~in ~~after~~order ~~any~~to ~~such~~receive ~~issuance~~aggregate gross proceeds equal to ~~Lincoln~~the ~~Park~~$9.0 million available to us under the Purchase Agreement.

2025 March Registered Direct Offering

On March 6, 2025, we entered into a Securities Purchase Agreement (the “March Purchase Agreement”) with an institutional investor named therein (the “March Investor”), pursuant to which we agreed to issue and sell, in a registered direct offering by us directly to the March Investor (the “ March Registered Offering”) (i) 2,150,000 shares of common stock, par value $0.001 per share, at a purchase price of $0.40 per share and (ii) pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to 595,000 shares of common stock (the “Pre-Funded Warrant Shares”) at a purchase price of $0.3999 per Pre-Funded Warrant for aggregate gross proceeds of approximately $1.1 million, before deducting the placement agent fees and related offering expenses.

~~The March Purchase~~As ~~Agreement contained customary representations and warranties and agreements~~ of ~~us and the March~~October ~~Investor~~14, ~~and~~2025, ~~customary~~there ~~indemnification rights~~were ~~and~~2,081,323 ~~obligations~~shares of ~~the~~our ~~parties.~~common ~~Pursuant~~stock tooutstanding, ~~the terms~~ of ~~the~~which ~~March Purchase Agreement~~1,952,717 weshares ~~agreed~~were toheld ~~certain~~by ~~restrictions~~non-affiliates. onIf ~~the~~all ~~issuance~~of ~~and~~the ~~sale~~585,000 shares of our common stock orthat ~~Common~~may ~~Stock~~be ~~Equivalents~~sold ~~(as~~to ~~defined~~Lincoln Park in the ~~March~~ future under the Purchase Agreement) ~~during the~~that ~~30-day~~are ~~period~~being ~~following~~registered ~~the~~for ~~closing~~resale ofhereunder ~~the~~were ~~March Registered~~issued ~~Offering~~and ~~(the~~outstanding ~~“Lock-up~~as ~~Period”).~~of ~~Additionally~~October 14, we2025 ~~agreed not~~without totaking ~~enter~~ into aaccount ~~variable~~the ~~rate~~Beneficial Ownership ~~transaction~~Cap ~~for~~described aabove, ~~period~~such ofshares ~~one year following the closing~~ of ~~the~~our ~~March Registered~~common ~~Offering~~stock, ~~provided, however,~~would ~~that~~represent ~~following~~approximately ~~the~~22% ~~Lock-up~~of ~~Period,~~the ~~(i) we~~total ~~may~~number ~~enter~~of ~~into and/or issue~~ shares of our common stock inoutstanding, anand ~~“at-the-market” facility~~approximately ~~with~~23% ~~Wainwright~~of ~~(as~~the ~~defined~~total ~~below)~~number asof ~~sales~~outstanding ~~agent,~~shares ~~and~~held ~~(ii) we~~by ~~may~~non-affiliates ~~enter~~of ~~into,~~the ~~or effect a transaction under~~Company, anin ~~equity~~each ~~line~~case as of ~~credit~~October 14, 2025.

~~The shares~~ Issuances of our common stock to Lincoln Park will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance. Although the ~~Pre-Funded~~number ~~Warrants~~of ~~and~~shares of ~~Pre-Funded~~common ~~Warrant~~stock ~~Shares~~that ~~were~~our ~~offered~~existing stockholders own will not decrease, the shares owned by usour ~~pursuant~~existing tostockholders will represent a ~~registration~~smaller ~~statement~~percentage onof ~~Form S-3~~our ~~(File No~~total outstanding shares after any such issuance to Lincoln Park. ~~333-265956),~~ ~~which~~There ~~was~~are ~~filed~~substantial ~~with~~risks ~~the~~to ~~SEC~~our onstockholders as ~~July 1,~~a ~~2022~~result of the sale and ~~was~~issuance ~~declared~~of ~~effective~~common bystock to Lincoln Park under the ~~SEC~~Purchase onAgreement. ~~July 11,~~See ~~2022~~“Risk Factors.”

In a concurrent private placement (the “March Private Placement” and together with the March Registered Offering, the “March Offering”), we agreed to issue to the Investor series F warrants to purchase up to an aggregate of 8,235,000 shares of common stock. The series F warrants will have an exercise price of $0.40 per share and will be exercisable commencing on the effective date of Stockholder Approval (as defined in the series F warrant) of the issuance of the shares of common stock issuable upon exercise of the series F warrants and will expire two years following the date of Stockholder Approval. We will be obligated to obtain Stockholder Approval at our annual meeting of stockholders to be held on July 17, 2025, such approval must be obtained on or prior to the date that is 150 days following the closing date (the “Stockholder Meeting Deadline”). If Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, we are required to cause an additional stockholder meeting to be held every 60 days after the Stockholder Meeting Deadline until Stockholder Approval is obtained or the series F warrants are no longer outstanding. The series F warrants and the shares of our common stock issuable upon the exercise of the series F warrants were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.

Nasdaq Minimum Stockholders’ Equity Requirement

On March 25, 2025, we received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we are not in compliance with the minimum stockholders’ equity requirement (“Minimum Stockholders’ Equity Requirement”) for continued listing on The Nasdaq Capital Market (the “Notice”) based on the information provided in our Annual Report on Form 10-K for the year ended December 31, 2024. Nasdaq Listing Rule 5550(b)(1) requires that companies listed on The Nasdaq Capital Market with a market value of listed securities of less than $35,000,000 and annual net income of less than $500,000 maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”).

In accordance with Nasdaq rules, we were provided 45 calendar days, or until May 9, 2025, to submit a plan to regain compliance with the Stockholders’ Equity Requirement (the “Compliance Plan”). If the Compliance Plan is determined to be acceptable to the Staff, the Staff would have the discretion to grant us an extension of 180 calendar days from the date of the Notice to regain compliance with the Stockholders’ Equity Requirement. There can be no assurance that the Compliance Plan will be accepted or that, if it is, we will be able to regain compliance. The Notice has no immediate effect on the Company’s continued listing on The Nasdaq Capital Market, subject to our compliance with other continued listing requirements. If the Staff does not accept the Compliance Plan, the Staff will provide written notification to us that the Compliance Plan has been rejected and that our common stock is subject to delisting. At that time, we may appeal the Staff’s determination to a Nasdaq Hearing Panel.

Nasdaq Minimum Bid Price Requirement

On February 24, 2025, we received a letter from the Staff notifying us that for the preceding 31 consecutive business days our common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notice has no immediate effect on the listing or trading of our common stock, and the common stock will continue to trade on The Nasdaq Capital Market under the symbol “ACXP” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have a grace period of 180 calendar days, or until August 25, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance can be achieved automatically and without further action if the closing bid price of our common stock is at or above $1.00 for a minimum of 10 consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify us of our compliance and the matter will be closed.

If, however, we do not achieve compliance with the Minimum Bid Price Requirement by August 25, 2025, we may be eligible for additional time to comply. In order to be eligible for such additional time, we will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify Nasdaq in writing of our intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq that we will not be able to cure the deficiency, or if we are otherwise not eligible, Nasdaq will provide notice that our common stock will be subject to delisting. We would then be entitled to appeal that determination to a Nasdaq hearings panel.

We intend to actively monitor the bid price of our common stock and will consider available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement or that Nasdaq will grant us a further extension of time to regain compliance, if applicable.

2025 January Registered Direct Offering

On January 6, 2025, we entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain institutional investors named therein (the “January Investors”), and with each of David P. Luci, our President and Chief Executive Officer, Robert J. DeLuccia, our Executive Chairman, Carl V. Sailer, Jack H. Dean, James Donohue, and Joseph Scodari, each a member of our board of directors (collectively, the “January Affiliate Investors”), pursuant to which we agreed to issue and sell, in a registered direct offering by us directly to the January Investors and to the January Affiliate Investors (the “January Registered Offering”), an aggregate of 2,463,058 shares of common stock (consisting of an aggregate of 2,295,570 shares purchased by the January Investors and an aggregate of 167,488 shares purchased by the January Affiliate Investors), at an offering price of $1.015 per share, for aggregate gross proceeds from the January Registered Offering of approximately $2.5 million, before deducting the placement agent fees and related offering expenses.

The January Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors (and of the January Affiliate Investors) and customary indemnification rights and obligations of the parties. Pursuant to the terms of the January Purchase Agreement, we agreed to certain restrictions on the issuance and sale of its common stock or Common Stock Equivalents (as defined in the January Purchase Agreement) during the 30-day period following the closing of the January Registered Offering. Additionally, we agreed not to enter into a variable rate transaction for a period of one year following the closing of the January Registered Offering.

The shares were offered by us pursuant to the registration statement, which was filed with the Commission on July 1, 2022 and was declared effective by the SEC on July 11, 2022.

In a concurrent private placement (the “January Private Placement” and together with the January Registered Offering, the “January Offering”), we agreed to issue to the January Investors and to the January Affiliate Investors series E warrants to purchase up to an aggregate of 2,463,058 shares of common stock (consisting of series E warrants to purchase up to 2,295,570 shares of common stock issued to the January Investors and series E warrants to purchase up to 167,488 shares of common stock issued to the January Affiliate Investors) at an exercise price of $0.90 per share. Each series E warrant became immediately exercisable upon the issuance date and will expire five years from the initial exercise date. The series E warrants and the shares of our common stock issuable upon the exercise of the series E warrants were offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The January Offering closed on January 7, 2025. As of the date of this prospectus, none of the series E warrants have been exercised and all of such series E warrants remain outstanding.

The January Offering closed on January 7, 2025.

THE OFFERING

Shares of Common Stock that May be Offered by the Selling Stockholders		Up to 9,157,596 shares of common stock.
Shares of our common stock offered by the selling stockholder	Up to 585,000 Purchase Shares that we may issue and sell to Lincoln Park from time to time under the Purchase Agreement from and after the Commencement Date.
Use of Proceeds		We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, if all of the warrants were exercised for cash, we would receive gross proceeds of approximately $4.0 million. See the section entitled “Use of Proceeds” in this prospectus.
Selling stockholder	Lincoln Park Capital Fund, LLC. See “Selling Stockholder” on page 19 of this prospectus.
Offering Price		The selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
Common stock outstanding prior to this offering	2,081,323 shares.
Nasdaq Capital Market Symbol		ACXP
Common stock outstanding immediately after this offering	2,666,323 shares, assuming the sale of 585,000 shares. The actual number of shares issued will vary depending on the sales prices in this offering.
Risk Factors		Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus, and any other risk factors described in the documents incorporated by reference herein, for a discussion of certain factors to consider carefully before deciding to invest in our common stock.
Use of Proceeds	We will receive no proceeds from the sale of shares of our common stock by Lincoln Park pursuant to this prospectus. We may receive up to $9.0 million (in addition to the $3.0 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 shares of our common stock we make to Lincoln Park pursuant to the Purchase Agreement after the Commencement Date, assuming that we sell the full amount of our common stock remaining available to us that we have the right, but not the obligation to sell to Lincoln Park under the Purchase Agreement. Any proceeds that we receive from sales of shares of our common stock to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes. See “Use of Proceeds.”
Nasdaq Capital Markets Symbols	Our common stock is listed on Nasdaq under the symbol “ACXP”.
Risk Factors	Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors” beginning on page 6, and the other information included in or incorporated by reference in this prospectus for a discussion of the factors you should consider carefully before deciding to invest in our securities.

~~Throughout~~The ~~this~~number ~~prospectus, when~~of ~~we refer to the~~ shares of our common stock ~~being~~to ~~registered~~be onoutstanding ~~behalf~~immediately ofafter ~~the~~this ~~selling~~offering ~~stockholders~~is ~~for~~based ~~offer~~on ~~and sale~~1,470,352 ~~we are referring to the~~ shares of our common stock ~~issuable~~outstanding ~~upon~~as ~~exercise~~ of ~~the warrants~~June 30, ~~each as described under “The Warrant Inducement Transaction”~~ ~~and “Selling Stockholders.” When we refer to the selling stockholders in this prospectus~~2025, ~~we are referring to the selling stockholders identified in this prospectus~~ and excludes, as ~~applicable, its donees, pledgees, transferees or other successors-in-interest selling shares~~ of ~~common~~such ~~stock or interests in shares of common stock received after the~~ date, ~~of this prospectus from~~ the ~~selling stockholders as a gift, pledge, partnership distribution or other transfer.~~following:

7· 1,092,947 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $14.11 per share;

227,775 shares of our common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $88.45 per share;

8,872 shares of common stock reserved for future issuance pursuant to future awards under our 2021 Equity Incentive Plan as of June 30, 2025; and

321,532 shares of common stock issued pursuant to the Purchase Agreement during the third quarter of 2025, with a weighted average purchase price of $5.36 per share.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in this prospectus and in the documents we incorporate by reference into this prospectus before you decide to purchase our securities. In particular, you should carefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports ~~Report~~ on Form 10-Q for the ~~period~~periods ended June 30, 2025 and March 31, 2025. Any of the risks and uncertainties set forth below and in the Annual Report, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into this prospectus, or any prospectus, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you could lose all or part of your investment.

~~Risks~~The ~~Related~~sale of our common stock to ~~This~~Lincoln ~~Offering~~Park may cause dilution and ~~Our~~the ~~Common~~subsequent ~~Stock~~sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stock to fall.

~~The~~On May 8, ~~series~~2025, ~~G-2~~we ~~warrants~~entered ~~are~~into ~~not~~the ~~exercisable~~Purchase ~~until~~Agreement ~~Stockholder~~with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to ~~Approval~~$12.0 million of our common stock (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), and we issued the Commitment Shares. Other than the Commitment Shares, the shares of our common stock that may ~~not~~be ~~have~~issued ~~any~~under ~~value~~the Purchase Agreement may be sold by us to Lincoln Park from time to time at our discretion over a 24-month period from the Commencement Date through May 29, 2027, unless the Purchase Agreement is terminated prior to such date. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will vary based on the price of our common stock at the time we initiate the sale. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

~~Under~~We generally ~~Nasdaq~~have ~~listing rules,~~ the ~~series~~right ~~G-2~~to ~~warrants~~control ~~are~~the ~~not~~timing ~~exercisable~~and ~~without~~amount ~~Stockholder~~of ~~Approval~~any ~~(as~~future ~~defined~~sales inof ~~the~~our ~~series~~shares ~~G-2~~to ~~warrants)~~Lincoln ~~for~~Park. ~~the~~Sales ~~issuance~~of shares of our common stock to Lincoln Park under the ~~series~~Purchase ~~G-2~~Agreement, ~~warrant~~if ~~shares~~any, ~~issuable~~will depend upon ~~exercise~~market ofconditions ~~such~~and ~~warrants.~~other ~~While~~factors weto ~~intend~~be todetermined by ~~use~~us. ~~reasonable~~We ~~best~~may ~~efforts~~ultimately decide to ~~seek~~sell ~~Stockholder Approval~~to ~~for~~Lincoln ~~issuances~~Park all, some or none of the shares of our common stock ~~issuable~~that ~~upon~~may ~~exercise~~be ofavailable ~~the~~for us ~~series~~to ~~G-2~~sell ~~warrants,~~pursuant ,to ~~there~~the isPurchase noAgreement. ~~guarantee~~If ~~that~~and ~~Stockholder Approval~~when ~~will~~we ~~ever~~do besell ~~obtained.~~shares ~~The~~to ~~series~~Lincoln ~~G-2~~Park, ~~warrants~~after ~~will~~Lincoln bePark ~~exercisable~~has atacquired anthe ~~initial~~shares, Lincoln ~~exercise~~Park ~~price~~may ~~per~~resell ~~share~~all, ofsome ~~$0.425.~~or ~~The~~none ~~series G-2~~of ~~warrants~~those ~~will~~shares ~~be exercisable~~ at any time on or ~~after~~from ~~the~~time ~~Stockholder~~to ~~Approval~~time ~~Date (as defined~~ in ~~the~~its ~~series~~discretion. ~~G-2~~Therefore, ~~warrants)~~sales ~~and~~to ~~have~~Lincoln aPark ~~term~~by ofus ~~exercise~~could ofresult ~~five~~in ~~(5) years~~substantial ~~from~~dilution to the ~~Stockholder~~interests ~~Approval~~of ~~Date.~~other ~~The~~holders ~~exercise~~of ~~price~~our ~~and~~common ~~number~~stock. ofAdditionally, ~~series~~the ~~G-2~~sale ~~warrants~~of ~~issuable~~a substantial ~~upon~~number ~~exercise~~ of ~~the~~shares ~~series~~of ~~G-2~~our ~~warrants~~common ~~are~~stock ~~subject~~ to ~~appropriate~~Lincoln ~~adjustment~~Park, inor the ~~event~~anticipation of ~~stock~~such ~~dividends~~sales, ~~stock~~could ~~splits,~~make ~~subsequent rights~~it ~~offerings,~~more ~~pro~~difficult ~~rata~~for ~~distributions,~~us ~~reorganizations,~~to sell equity or ~~similar~~equity-related ~~events~~securities ~~affecting~~in the ~~common~~future ~~stock~~at a time and ~~the~~at ~~exercise~~a price. Ifthat we ~~are~~ ~~unable~~might tootherwise ~~obtain~~wish ~~Stockholder~~to ~~Approval,~~effect ~~the series G-2 warrants will not be exercisable and therefore would have no value~~sales.

InIt ~~addition,~~is wenot ~~may~~possible ~~incur substantial~~to ~~cost,~~predict ~~and~~the ~~management~~actual ~~may~~number ~~devote~~of ~~substantial~~shares ~~time~~of common ~~and~~stock ~~attention,~~we inmay ~~attempting~~sell to ~~obtain~~Lincoln ~~Stockholder~~Park ~~Approval~~under of the ~~issuance of~~Purchase ~~shares~~Agreement, ofor ~~common~~the ~~stock~~actual ~~upon~~gross ~~exercise~~proceeds ofresulting ~~the~~from ~~series~~those ~~G-2 warrants~~sales.

~~Nasdaq~~Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may ~~delist~~elect to sell to Lincoln Park under ~~our~~the ~~securities~~Purchase ~~from~~Agreement, ~~trading~~if any, will fluctuate based on ~~its~~the ~~exchange~~market prices of our common stock at the time we elect to sell shares to Lincoln Park pursuant to the Purchase Agreement, ~~which~~if ~~could~~any, ~~limit~~it ~~investors’~~is ~~ability~~not possible for us to ~~make~~predict, ~~transactions~~as inof ~~our~~the ~~securities~~date of this prospectus and ~~subject~~prior usto any such sales, the number of shares of common stock that we will sell to ~~additional~~Lincoln ~~trading~~Park ~~restrictions~~under the Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by Lincoln Park under the Purchase Agreement.

~~On March 25~~Moreover, ~~2025,~~ wealthough ~~received a letter from~~ the ~~Staff~~Purchase ~~notifying~~Agreement usprovides that we ~~are~~may ~~not~~sell inup ~~compliance~~to ~~with~~an ~~the~~aggregate ~~minimum~~of ~~stockholders’~~$12.0 ~~equity~~million ~~requirement for~~of ~~continued~~our ~~listing~~common onstock ~~The~~to ~~Nasdaq~~Lincoln ~~Capital~~Park, ~~Market~~only 585,000 ~~based~~shares onof ~~the~~common ~~information~~stock ~~provided~~are inbeing ~~our~~registered ~~Annual~~under ~~Report~~the onSecurities ~~Form 10-K~~Act for ~~the~~resale ~~year ended~~by ~~December 31,~~Lincoln ~~2024.~~Park ~~Nasdaq~~under ~~Listing~~the ~~Rule 5550(b)(1) requires~~registration statement ~~that~~of ~~companies~~which ~~listed~~this onprospectus ~~The~~forms ~~Nasdaq~~a ~~Capital~~part. ~~Market~~We ~~with a~~may ~~market~~elect ~~value~~to ofsell ~~listed~~to ~~securities~~Lincoln ofPark, ~~less~~in ~~than~~our ~~$35~~sole discretion,~~000,000~~ ~~and~~from ~~annual~~time ~~net~~to ~~income~~time offrom and ~~less~~after ~~than~~the ~~$500,000~~Commencement ~~maintain~~Date ~~stockholders’ equity~~under ofthe atPurchase ~~least $2,500,000~~Agreement.

InIf after ~~accordance~~the ~~with~~Commencement ~~Nasdaq rules,~~Date we ~~were~~elect ~~provided~~to 45sell ~~calendar days, or until May 9, 2025,~~ to ~~submit a Compliance Plan. If~~ the ~~Compliance~~selling ~~Plan~~stockholder isall ~~determined to~~of ~~be acceptable to~~ the ~~Staff~~585,000 ~~the~~shares ~~Staff~~of ~~would~~common ~~have~~stock ~~the~~being ~~discretion~~registered for toresale ~~grant~~by usLincoln anPark ~~extension~~under ofthis ~~180~~prospectus ~~calendar~~that ~~days~~are ~~from~~available ~~the~~for ~~date~~sale ofby ~~the Notice~~us to ~~regain compliance with~~ the ~~Stockholders’~~selling ~~Equity~~stockholder ~~Requirement.~~under ~~There can be no assurance that~~ the ~~Compliance~~Purchase ~~Plan will~~Agreement, bedepending ~~accepted~~on orthe ~~that,~~market ifprices itof ~~is,~~our wecommon ~~will~~stock beat ~~able~~the totime ~~regain~~of ~~compliance.~~such ~~The~~sales, ~~Notice~~the ~~has~~actual nogross ~~immediate~~proceeds ~~effect~~from on the ~~Company’s~~sale ~~continued listing~~of onall ~~The~~such ~~Nasdaq~~shares of ~~Capital~~common ~~Market,~~stock ~~subject~~by us to ~~our~~Lincoln ~~compliance~~Park ~~with~~may ~~other~~be ~~continued~~substantially ~~listing~~less ~~requirements.~~than If the ~~Staff~~$9.0 ~~does~~total ~~not~~purchase ~~accept the~~commitment ~~Compliance~~that ~~Plan,~~remains ~~the~~available ~~Staff will provide written notification~~ to us ~~that~~ under the ~~Compliance~~Purchase ~~Plan~~Agreement, ~~has~~which ~~been~~could ~~rejected~~materially ~~and~~adversely ~~that~~affect our ~~common stock is subject to delisting~~liquidity. ~~At that time, we may appeal the Staff’s determination to a Nasdaq Hearing Panel.~~

Additionally, on February 24, 2025, we received a letter from Nasdaq notifying us that for the preceding 31 consecutive business days our common stock did not maintain a minimum closing bid price of $1.00 per share as required by the Minimum Bid Price Requirement.7

If we elect to issue and sell to Lincoln Park more than the 585,000 shares of our common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park hereunder, which we have the right, but not the obligation, to do, we must first file with the SEC one or more additional registration statements to register under the Securities Act for resale by Lincoln Park such additional shares of our common stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our common stock to Lincoln Park under the Purchase Agreement. Any issuance and sale by us under the Purchase Agreement of a substantial amount of shares of common stock in addition to the 585,000 shares of common stock that we may elect to issue and sell to Lincoln Park under the Purchase Agreement that are being registered for resale by Lincoln Park hereunder could cause additional substantial dilution to our stockholders. The number of shares of our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock, if any, we ultimately sell to Lincoln Park under the Purchase Agreement, and the sale of common stock under the Purchase Agreement may cause the trading price of our common stock to decline.

Investors who buy shares at different times will likely pay different prices, and the sale of the shares of common stock acquired by Lincoln Park could cause the price of our common stock to decline.

Pursuant to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Lincoln Park. If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the Purchase Agreement, after Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from Lincoln Park in this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares in this offering. Further, the sale of a substantial number of shares of our common stock by Lincoln Park, or anticipation of such sales, could cause the trading price of our common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.

We may not have access to the full amount available under the Purchase Agreement with Lincoln Park. We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

We may direct Lincoln Park to purchase up to $12.0 million (of which $3.0 million of our common stock has previously been issued and sold to Lincoln Park) worth of shares of our common stock in a Regular Purchase from time to time under the Purchase Agreement over a 24-month period beginning on the Commencement Date, generally in amounts up to 3,000 shares of our common stock, which may be increased to up to 4,500 shares or up to 6,000 shares depending on the closing sale price of our common stock at the time of sale. In any case, Lincoln Park’s maximum commitment in any single Regular Purchase may not exceed $500,000. The Regular Purchase Share Limit is subject to proportionate adjustment in the event of a reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction; provided, that if, after giving effect to such full proportionate adjustment, the adjusted Regular Purchase Share Limit would preclude us from requiring Lincoln Park to purchase common stock at an aggregate purchase price equal to or greater than $60,000 in any single Regular Purchase, then the Regular Purchase Share Limit will not be fully adjusted, but rather the Regular Purchase Share Limit for such Regular Purchase shall be adjusted as specified in the Purchase Agreement, such that, after giving effect to such adjustment, the Regular Purchase Share Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $60,000. All share and dollar amounts disclosed in this paragraph relating to Regular Purchases have been adjusted to reflect the effect of the Reverse Stock Split. Moreover, under certain circumstances as set forth in the Purchase Agreement, we may, in our sole discretion, also direct Lincoln Park to purchase additional shares of common stock in “accelerated purchases,” and “additional accelerated purchases” as set forth in the Purchase Agreement.

Depending on the prevailing market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $12.0 million over the term of the Purchase Agreement. Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in Lincoln Park’s beneficial ownership of our common stock exceeding the Beneficial Ownership Cap. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business.

The extent we rely on Lincoln Park as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we are able to raise capital from other sources. The purchase by Lincoln Park of the remaining amount issuable under the Purchase Agreement would result in gross proceeds to us of approximately $9.0 million. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of capital in order to satisfy our working capital needs. Even if we sell all $12.0 million of shares of our common stock to Lincoln Park under the Purchase Agreement, we will need to raise substantial additional capital to continue to fund our operations and execute our current business strategy.

InOur ~~accordance~~management ~~with~~will ~~Nasdaq Listing~~have ~~Rule 5810(c)(3)(A),~~broad wediscretion ~~have~~over athe ~~grace~~use ~~period~~ of ~~180~~the net ~~calendar days~~proceeds, orif ~~until August 25~~any, ~~2025,~~from tosales ~~regain~~of ~~compliance~~shares ~~with Nasdaq Listing Rule 5550(a)(2). Compliance can be achieved automatically and without further action if the closing bid price~~ of our common stock isto atLincoln orPark, ~~above~~you ~~$1.00~~may ~~for~~not aagree ~~minimum~~with ofhow 10we ~~consecutive~~use ~~business days at any time during~~ the ~~180-day~~proceeds ~~compliance period, in which case Nasdaq will notify us of our compliance~~ and the proceeds ~~matter~~may ~~will~~not be ~~closed~~used effectively.

~~If,~~This ~~however,~~prospectus werelates doto shares of our common stock that may be offered and sold from time to time by Lincoln Park. We will not ~~achieve compliance~~receive ~~with~~any ~~the~~proceeds ~~Minimum~~upon ~~Bid~~the ~~Price~~sale of ~~Requirement~~shares by ~~August 25,~~Lincoln ~~2025~~Park. However, we may bereceive ~~eligible~~gross ~~for~~proceeds ~~additional~~of ~~time~~up to ~~comply~~$9.0 Infrom ~~order~~the sale of shares being registered for resale under this prospectus under the Purchase Agreement to beLincoln ~~eligible~~Park ~~for~~(in ~~such~~addition ~~additional~~to ~~time,~~the we$3.0 ~~will~~previously bereceived ~~required~~from sales made pursuant to the ~~meet~~Purchase Agreement prior to the ~~continued~~date ~~listing~~of ~~requirement~~this ~~for~~prospectus). ~~market~~The ~~value~~anticipated use of ~~publicly~~net ~~held~~proceeds from the sale of our common stock to ~~shares~~Lincoln Park under the Purchase Agreement represents our intentions based upon our current plans and ~~all~~business ~~other~~conditions. ~~initial~~Because ~~listing~~we ~~standards~~have not ~~for~~designated ~~The~~the ~~Nasdaq~~amount ~~Capital~~of ~~Market,~~net ~~with~~proceeds from the ~~exception~~sale of shares under the ~~Minimum~~Purchase ~~Bid~~Agreement ~~Price~~to ~~Requirement~~be used for any particular purpose, ~~and~~our ~~must~~management ~~notify~~will ~~Nasdaq~~have inbroad ~~writing~~discretion ofas ~~our~~to ~~intention~~the touse ~~cure~~of the ~~deficiency~~net ~~during~~proceeds ~~the~~from ~~second~~our ~~compliance~~sale ~~period,~~of byshares ~~effecting~~of acommon ~~reverse~~ stock ~~split,~~to ifLincoln ~~necessary~~Park. ~~However~~Accordingly, you ifwill itbe ~~appears~~relying on the judgment of our management with regard to ~~Nasdaq~~the ~~that~~use weof those net proceeds, and you will not behave ~~able~~the opportunity, as part of your investment decision, to ~~cure~~assess whether the ~~deficiency~~proceeds are being used appropriately. It is possible that, orpending iftheir use, we ~~are~~may ~~otherwise~~invest those net proceeds in a way that does not ~~eligible~~ yield a favorable, ~~Nasdaq~~or ~~will~~any, ~~provide~~return ~~notice~~for ~~that~~us. Further, our ~~common~~management ~~stock~~may ~~will~~use bethe net ~~subject~~proceeds tofor ~~delisting~~corporate purposes that may not improve our financial condition or market value. WeThe ~~would~~failure ~~then~~of beour ~~entitled~~management to ~~appeal~~use such ~~that~~funds ~~determination to~~effectively could have a ~~Nasdaq~~material ~~hearings~~adverse ~~panel~~effect on our business, financial condition, operating results and cash flows.

Should we fail to satisfy additional continued listing requirements, such as the corporate governance requirements, Minimum Stockholders’ Equity Requirement or the Minimum Bid Price Requirement, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock, and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we would take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below Nasdaq’s Minimum Bid Price Requirement or prevent future non-compliance with the Nasdaq’s listing requirements.

If Nasdaq does not maintain the listing of our securities for trading on its exchange, we could face significant material adverse consequences, including:

· a limited availability of market quotations for our common stock; · reduced liquidity for our common stock; · a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; · a limited amount of news and analyst coverage; and · a decreased ability to issue additional common stock or obtain additional financing in the future.

THE WARRANT INDUCEMENT TRANSACTION

On June 17, 2025, we entered into a warrant inducement agreement (the “Letter Agreement”) with a certain selling stockholder of existing (i) series A warrants to purchase 1,230,769 shares of common stock, (ii) series B warrants to purchase 548,000 shares of common stock, (iii) series C warrants to purchase 1,333,333 shares of common stock, and (iv) series D warrants to purchase 1,333,333 shares of common stock (together, the “Existing Warrants”). Pursuant to the Letter Agreement, the holder exercised for cash its Existing Warrants to purchase an aggregate of 4,445,435 shares of common stock, at a reduced exercised price of $0.60 per share, in consideration for the issuance of (i) series G-1 warrants to purchase up to an aggregate of 6,223,609 shares of common stock and (ii) series G-2 warrants to purchase up to an aggregate of 2,667,261 shares of common stock, each at an exercise price of $0.425 per share.

Pursuant to the engagement letter (the “Engagement Letter”), dated October 9, 2024, by and between the Company and H.C. Wainwright & Co., LLC (“Wainwright”) in connection with prior financings by the Company and as previously disclosed in the Company’s prior filings with the SEC, the Company paid a fee to Wainwright equal to 7.0% of the gross proceeds from the transactions contemplated by the Letter Agreement and issued to Wainwright and its designees warrants to purchase up to an aggregate of 266,726 shares of common stock, which have the same terms as the series G-1 warrants, except that they have an exercise price of $0.75 per share.

Pursuant to the terms of the Letter Agreement, the Company agreed to certain restrictions on the issuance and sale of its common stock or Common Stock Equivalents (as defined in the Letter Agreement) during the 45-day period following the date of the Letter Agreement. Additionally, the Company agreed not to enter into a variable rate transaction for a period of 90 days following the date of the Letter Agreement, provided, however, that the Company may issue securities pursuant to that certain Purchase Agreement, dated as of May 8, 2025, by and between the Company and Lincoln Park Capital Fund, LLC.

The series G-1 warrants are exercisable upon issuance until the five-year anniversary of the date of issuance. The series G-2 warrants are exercisable at any time on or after the Stockholder Approval Date (as defined in the series G-2 warrants), and have a term of exercise of five (5) years from the Stockholder Approval Date. The exercise price and number of series G warrant shares issuable upon exercise of the series G warrants are subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata distributions, reorganizations, or similar events affecting the common stock and the exercise price.

The series G warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise notice accompanied by payment in full for the number of shares of the common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s series G warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise, except that upon prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the holder’s series G warrants up to 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the series G warrants, provided that any increase will not be effective until 61 days following notice to the Company.

If, at the time a holder exercises its series G warrants, a registration statement registering the resale of the series G warrant shares by the holder under the Securities Act is not then effective or available, then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of common stock determined according to a formula set forth in the series G warrants.

If at any time the series G warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions effect a Fundamental Transaction (as defined in the warrants), a holder of the series G warrants will be entitled to receive, the number of shares of common stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional consideration receivable as a result of the Fundamental Transaction by such holder of the number of shares of common stock for which the series G warrants are exercisable immediately prior to the Fundamental Transaction.

The series G warrants may be modified or amended or the provisions of the series G warrants may be waived with the Company’s and the holder’s written consent.

Pursuant to the terms of the Letter Agreement, we filed with the SEC the registration statement on Form S-1 of which this prospectus forms a part to register the resale under the Securities Act the warrant shares issuable upon exercise of the warrants.

The foregoing descriptions of the form of Letter Agreement, the form of series G-1 warrant, the form of series G-2 warrants and the form of placement agent warrant are not complete and are subject to and qualified in their entirety by reference to the form of Letter Agreement, the form of series G-1 warrant, the form of series G-2 warrants and the form of placement agent warrant, respectively, copies of which are attached as Exhibits 10.13, 4.9, 4.10 and 4.11 hereto.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and incorporated by reference in this prospectus, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. The sections in our periodic reports, including our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other sections in this prospectus and the other documents or reports incorporated by reference in this prospectus, discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements about:

our ability to obtain and maintain regulatory approval of ibezapolstat and/or our other product candidates;

our ability to successfully commercialize and market ibezapolstat and/or our other product candidates, if approved;

our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately;

the potential market size, opportunity and growth potential for ibezapolstat and/or our other product candidates, if approved;

our ability to build our own sales and marketing capabilities, or seek collaborative partners, to commercialize ibezapolstat and/or our other product candidates, if approved;

our ability to obtain funding for our operations;

the initiation, timing, progress and results of our preclinical studies and clinical trials, and our research and development programs;

the timing of anticipated regulatory filings;

the timing of availability of data from our clinical trials;

the accuracy of our estimates regarding expenses, capital requirements and needs for additional financing;

our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals;

our ability to advance product candidates into, and successfully complete, clinical trials;

our ability to recruit and enroll suitable patients in our clinical trials and the timing of enrollment;

the timing or likelihood of the accomplishment of various scientific, clinical, regulatory and other product development objectives;

the pricing and reimbursement of our product candidates, if approved;

the rate and degree of market acceptance of our product candidates, if approved;

the implementation of our business model and strategic plans for our business, product candidates and technology;

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology;

developments relating to our competitors and our industry;

the development of major public health concerns, including the coronavirus outbreak or other pandemics arising globally, and the future impact of it and COVID-19 on our clinical trials, business operations and funding requirements;

the effects of the recent disruptions to and volatility in the credit and financial markets in the United States and worldwide from the conflict between Russia and Ukraine as well as the conflict in the Middle East between Israel and Hamas;

the volatility of the price of our common stock;

our financial performance;

· our ability to comply with the listing requirements of The Nasdaq Capital Market and ~~any~~maintain ~~delisting~~the orlisting ~~potential delisting~~ of ~~shares of~~ our common stock; and

other factors described from time to time in documents that we file with the SEC.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this prospectus and in the documents incorporated by reference in this prospectus, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. For a summary of such factors, please refer to the section entitled “Risk Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under “Risk Factors” contained in any supplements to this prospectus and in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K, as well as any amendments thereto, as filed with the SEC and which are incorporated herein by reference. The information contained in this document is believed to be current as of the date of this document. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this prospectus or in any document incorporated herein by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

OUR AGREEMENTS WITH LINCOLN PARK

Overview

On May 8, 2025, we entered into the Purchase Agreement with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park agreed to purchase from us up to an aggregate of $12.0 million of our common stock (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), subject to certain limitations, from time to time during the 24-month term commencing from the Commencement Date, unless the Purchase Agreement is terminated prior to such date. Pursuant to the Purchase Agreement we issued 44,963 Commitment Shares to Lincoln Park as consideration for its commitment to purchase our common stock from time to time at our direction under the Purchase Agreement. We may only receive additional proceeds of up to $9.0 million from our sale of Purchase Shares pursuant to the Purchase Agreement.

On May 8, 2025, concurrently with our execution of the Purchase Agreement, we entered into a registration rights agreement with Lincoln Park (the “Registration Rights Agreement”), pursuant to which we filed with the SEC a registration statement (the “Prior Registration Statement”) on Form S-1 (Registration No. 333-287478) to register up to 544,963 shares of common stock that have subsequently been issued and sold by us to Lincoln Park, consisting of (i) 500,000 shares of common stock that we issued and sold to Lincoln Park as Purchase Shares, during the period from the Commencement Date (as defined below) through the date of this prospectus, for aggregate gross proceeds of $3.0 million, and (ii) 44,963 Commitment Shares.

On July 17, 2025, we obtained stockholder approval to issue to Lincoln Park, pursuant to the Purchase Agreement, shares of our common stock, including the Commitment Shares, which exceed 220,315 shares, which was equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement.

We did not have the right to commence any sales of our common stock to Lincoln Park under the Purchase Agreement until all of the conditions set forth in the Purchase Agreement were satisfied, which occurred on May 29, 2025 (the “Commencement Date”). From and after the Commencement Date, from time to time, at our sole discretion for a period of up to 24-months, we may direct Lincoln Park to purchase shares of our common stock in amounts of up to 3,000 shares on any single business day as a Regular Purchase. The amount of a Regular Purchase may be increased to up to 4,500 or 6,000 shares depending on the market price of our common stock at the time we initiate the sale, subject to a maximum commitment by Lincoln Park of $500,000 per single Regular Purchase. In addition, at our discretion, Lincoln Park has committed to purchase other “accelerated amounts” and/or “additional accelerated amounts” under certain circumstances. The purchase price per share sold in any Regular Purchase will be 97% of the lower of (i) the lowest sale price of our common stock on the business day on which we initiate the purchase and (ii) the average of the three lowest closing sale prices of our common stock during the 10 consecutive business day period immediately preceding the business day on which we initiate the purchase. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute such price. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.

The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park exceeding the Beneficial Ownership Cap.

~~USE~~Purchase OFof ~~PROCEEDS~~Shares Under the Purchase Agreement

WeFrom ~~are~~and ~~not~~after ~~selling~~the Commencement Date, from time to time, at our sole discretion, on any ~~shares~~business day selected by us on which the closing sale price of the common stock is not below $1.00 per share, we may direct Lincoln Park to purchase shares of our common stock in ~~this~~amounts ~~offering~~up ~~and~~to we3,000 ~~will~~shares ~~not~~on ~~receive~~ any ofsingle ~~the~~business ~~proceeds~~day ~~from~~as a Regular Purchase; provided that such share limit increases to up to 4,500 shares if the closing sale price of our common stock is not below $40.00 per share on the business day on which we initiate the purchase, and to up to 6,000 shares if the closing sale price of our common stock byis not below $60.00 per share on the ~~selling~~business day on which we initiate the purchase. In any case, Lincoln Park’s ~~stockholder~~maximum commitment in any single Regular Purchase may not exceed $500,000. The ~~selling~~Regular ~~stockholders~~Purchase ~~will~~Share ~~receive~~Limit ~~all~~is ofsubject ~~the~~to ~~proceeds~~proportionate adjustment ~~from~~in ~~any~~the ~~sales~~event of a reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction; provided, that if, after giving effect to such full proportionate adjustment, the ~~shares~~adjusted ofRegular ~~our~~Purchase Share Limit would preclude us from requiring Lincoln Park to purchase common stock ~~offered~~at ~~hereby.~~an aggregate purchase price equal to or greater than $60,000 in any single ~~However~~Regular Purchase, wethen the Regular Purchase Share Limit will ~~incur~~not ~~expenses~~be fully adjusted, but rather the Regular Purchase Share Limit for such Regular Purchase shall be adjusted as specified in ~~connection~~the ~~with~~Purchase Agreement, such that, after giving effect to such adjustment, the ~~registration~~Regular Purchase ofShare Limit will be equal to (or as close as can be derived from such adjustment without exceeding) $60,000. All share and dollar amounts disclosed in this paragraph relating to Regular Purchases have been adjusted to reflect the ~~shares~~effect of ~~our~~the ~~common~~Reverse ~~stock~~Stock ~~offered hereby~~Split.

~~We will receive the exercise~~The purchase price ~~upon~~per ~~any~~share ~~exercise of the warrants, to the extent exercised on a cash basis. If all the warrants were exercised~~ for ~~cash, we would receive gross proceeds of approximately $4.0 million. However,~~ the ~~holders~~shares ofthat ~~the~~may ~~warrants~~be ~~are~~sold ~~not obligated~~ to ~~exercise~~Lincoln ~~the~~Park ~~warrants, and we cannot predict whether or when, if ever, the holders of the warrants will choose to exercise the warrants,~~ in ~~whole or in part. Accordingly,~~ any ~~proceeds~~Regular ~~from~~Purchase ~~such exercise~~ will be ~~used~~97% ~~for~~of ~~general~~the ~~corporate~~lesser ~~purposes and working capital.~~of:

the lowest sale price of our common stock on the business day on which we initiate the purchase; or

the arithmetic average of the three lowest closing sale prices for our common stock during the 10-consecutive-business-day period immediately preceding the business day on which we initiate the purchase.

In addition to Regular Purchases, on any business day on which we have properly submitted a notice directing Lincoln Park to purchase the then applicable Regular Purchase Share Limit and properly delivered all the shares purchased in all prior purchases under the Purchase Agreement, we may direct Lincoln Park to purchase an additional amount of shares of our common stock, which we refer to as an “Accelerated Purchase,” not to exceed the lesser of:

30% of the total volume of shares of our common stock traded during the Accelerated Purchase Period (as defined in the Purchase Agreement); and

three times the number of shares of common stock purchased pursuant to the corresponding Regular Purchase.

We may also direct Lincoln Park, by notice delivered before 1:00 p.m. Eastern time on a business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time on such business day, to purchase an additional amount of shares of our common stock, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

30% of the total volume of shares of our common stock traded during the Additional Accelerated Purchase Period (as defined in the Purchase Agreement); and

three times the number of shares of common stock purchased pursuant to the corresponding Regular Purchase.

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park on a single Accelerated Purchase date, provided that all prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder (and under the corresponding Regular Purchase) have been properly delivered to Lincoln Park in accordance with the Purchase Agreement.

The purchase price per share for each Accelerated Purchase and each Additional Accelerated Purchase will be equal to 97% of the lesser of:

the volume weighted average price of our common stock during the applicable Accelerated Purchase Period or Additional Accelerated Purchase Period; and

the closing sale price of our common stock on the applicable Accelerated Purchase date.

In the case of any Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute such price.

~~MARKET~~Other ~~FOR~~than ~~COMMON~~as ~~STOCK~~described ~~AND~~above, there ~~DIVIDEND~~are ~~POLICY~~no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

~~Our~~Suspension common stock is traded on the Nasdaq Capital Market under the symbol “ACXP.” The last reported sale price of our common stock on July 11, 2025 on the Nasdaq Capital Market was $0.473 per share. As of July 11, 2025, there were 370 stockholders of record of our common stock.Events

WeSuspension ~~have~~Events ~~never~~under ~~declared or paid any cash dividend~~the onPurchase ~~our~~Agreement ~~common~~include, ~~stock.~~among Weothers, ~~intend to retain any future earnings and do not expect to pay dividends in~~ the ~~foreseeable future.~~following:

a lapse in the effectiveness of the registration statement of which this prospectus forms a part for any reason (including, without limitation, the issuance of a stop order or similar order) or any required prospectus is unavailable for the resale by Lincoln Park of the shares of our common stock offered hereby and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period, subject to certain exceptions described in the Purchase Agreement;

the suspension of our common stock from trading on The Nasdaq Capital Market (or such other nationally recognized market or exchange on which our common stock may be listed or traded) for a period of one business day;

the delisting of our common stock from The Nasdaq Capital Market, unless our common stock is immediately thereafter trading or quoted on the New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing);

the failure by our transfer agent to issue to Lincoln Park the shares purchased by Lincoln Park under the Purchase Agreement within two business days after the applicable date on which Lincoln Park is entitled to receive such shares;

any breach by us of any of our representations, warranties or covenants in the Purchase Agreement or Registration Rights Agreement if such breach would reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) and, in the case of a breach of a covenant that is reasonably curable, only if such breach continues for a period of at least five business days;

we, voluntarily or involuntarily, become the subject of any insolvency or bankruptcy proceeding or any such proceeding is threatened against us, as more fully described in the Purchase Agreement; or

if at any time we are not eligible to transfer shares of our stock electronically through the Depository Trust Company’s (“DTC”) Deposit and Withdrawal at Custodian (“DWAC”) service, or any similar program hereafter adopted by DTC performing substantially the same function.

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the Suspension Events set forth above. During a Suspension Event, or if any event has occurred which, after notice and/or lapse of time, would reasonably be expected to become a Suspension Event under the Purchase Agreement, all of which are outside of Lincoln Park’s control, we may not direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.

Term of the Purchase Agreement; Termination Rights

The Purchase Agreement will automatically terminate upon the earlier of (a) the date we sell all $12.0 million in shares of our common stock to Lincoln Park under the Purchase Agreement, and (b) the

first day of the month immediately following the 24-month anniversary of the Commencement Date. The Purchase Agreement will also automatically terminate upon commencement of a voluntary or involuntary bankruptcy proceeding by or against us, as more fully described in the Purchase Agreement.

After the Commencement Date, we may, at any time, for any reason or for no reason, terminate the Purchase Agreement upon one business day prior notice to Lincoln Park.

No Short-Selling or Hedging by Lincoln Park

Lincoln Park has represented to us that at no time prior to the time of execution of the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

~~SELLING~~Prohibitions ~~STOCKHOLDERS~~on Variable Rate Transactions

~~The~~There are ~~common~~no ~~stock~~restrictions ~~being offered~~or bylimitations ~~the~~on ~~selling~~our ~~stockholders~~ability ~~are~~to ~~those~~raise ~~issuable~~capital tofrom ~~the~~other ~~selling~~sources ~~stockholders~~at ~~upon~~our ~~exercise~~sole ofdiscretion, ~~the~~except ~~warrants.~~that, ~~For~~until ~~additional~~the twenty-four-month ~~information~~anniversary ~~regarding~~of the ~~issuance~~date of the ~~warrants~~Purchase Agreement, ~~see~~we ~~“Warrant~~agreed ~~Inducement~~not ~~Transaction”~~to ~~above.~~effect Weany ~~are~~issuance ~~registering~~of, ~~the~~or enter into any agreement to effect any issuance of, shares of common stock inor ~~order~~common tostock ~~permit~~equivalents ~~the~~involving ~~selling~~a ~~stockholders~~“variable torate ~~offer~~transaction,” which is defined in the ~~shares~~Purchase ~~for~~Agreement ~~resale~~as ~~from~~an ~~time~~“equity toline ~~time.~~of ~~Except~~credit” ~~as described~~or ~~below,~~substantially similar transaction whereby an investor is irrevocably bound to ~~our~~purchase ~~knowledge,~~securities ~~each~~over a period of ~~the~~time ~~selling~~from ~~stockholders~~us ~~have~~at ~~not~~a ~~been~~price anbased ~~officer~~on orthe ~~director~~market price of ~~ours~~our orcommon stock at the time of ~~our~~each ~~affiliates~~such ~~within~~purchase; ~~the~~provided ~~past~~that ~~three~~the ~~years~~foregoing orprohibition ~~has~~does ~~any~~not ~~material~~prohibit ~~relationship~~the ~~with~~issuance usand orsale of our ~~affiliates~~common ~~within~~stock pursuant to an “at-the-market offering” ~~past~~by ~~three~~us ~~years.~~exclusively ~~Our knowledge~~through isa ~~based~~registered onbroker-dealer ~~information~~acting ~~provided~~as byagent ~~the~~of ~~selling~~ours ~~stockholders~~pursuant into ~~connection~~a ~~with~~written ~~the~~agreement ~~filing~~between ofus and ~~this~~such ~~prospectus~~registered broker-dealer.

~~The~~Effect ~~table below lists the selling stockholders and other information regarding the beneficial ownership~~ of ~~the~~Performance ~~shares~~ of ~~common stock by~~ the ~~selling stockholders.~~Purchase ~~The~~Agreement ~~second column lists the number of shares of common stock beneficially owned by the selling stockholder, based~~ on ~~its~~ ~~ownership~~Our of the shares of common stock, options to purchase common stock, and warrants, as of July 3, 2025, assuming exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on exercises. The third column lists the maximum number of shares of common stock that may be sold or otherwise disposed of by the selling stockholders pursuant to the registration statement of which this prospectus forms a part. The selling stockholders may sell or otherwise dispose of some, all or none of their shares. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares of our common stock as to which a stockholder has sole or shared voting power or investment power, and also any shares of our common stock which the stockholder has the right to acquire within 60 days of July 3, 2025. The percentage of beneficial ownership for the selling stockholders is based on 29,627,013 shares of our common stock outstanding as of July 3, 2025, and the number of shares of our common stock issuable upon exercise or conversion of convertible securities that are currently exercisable or convertible or are exercisable or convertible within 60 days of July 3, 2025 beneficially owned by the selling stockholder. The fourth column assumes the sale of all of the shares of common stock offered by the selling stockholders pursuant to this prospectus.Stockholders

~~Under~~All shares ~~the~~registered ~~terms~~in ofthis ~~the~~offering ~~warrants, the~~which ~~selling~~have ~~stockholders~~been or may ~~not~~be ~~exercise~~issued or sold by us to Lincoln Park under the ~~warrants~~Purchase Agreement are expected to be freely tradable. Other than the ~~extent~~Commitment ~~such~~Shares, ~~exercise~~which ~~would~~were ~~cause~~issued ~~such~~to ~~selling~~Lincoln ~~stockholder~~Park on May 8, ~~together~~2025, ~~with~~the shares registered ~~its~~in ~~affiliates~~this ~~and~~offering ~~attribution~~may ~~parties,~~be sold to ~~beneficially~~Lincoln ~~own~~Park at our discretion over a ~~number~~period of up to 24-months beginning on the Commencement Date. The sale by Lincoln Park of a significant amount of the shares registered in this offering at any given time could cause the market price of our common stock ~~which~~to ~~would~~decline ~~exceed~~and 4to be highly volatile.~~99%~~ ~~(or~~Sales ~~for~~of ~~certain holders~~our common stock to Lincoln Park, 9if any, will depend upon market conditions and other factors to be determined by us.~~99%)~~ ofWe ~~our~~may ~~then~~ultimately ~~outstanding~~decide ~~common~~to ~~stock~~sell ~~following~~to ~~such~~Lincoln ~~exercise~~Park all, ~~excluding~~some ~~for~~or ~~purposes~~none of ~~such~~the ~~determination~~ shares of our common stock ~~issuable~~that ~~upon~~may ~~exercise~~be ofavailable ~~the~~for ~~warrants~~us ~~which~~to ~~have~~sell ~~not~~pursuant ~~been~~to ~~exercised~~the Purchase Agreement. ~~The~~If ~~number~~and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us under the ~~second~~Purchase ~~column~~Agreement ~~does~~may ~~not~~result ~~reflect~~in substantial dilution to the interests of other holders ~~this~~of ~~limitation~~our common stock. ~~The~~In ~~selling~~addition, ~~stockholders~~if ~~may~~we sell ~~all~~a substantial number of shares to Lincoln Park under the Purchase Agreement, ~~some~~or if investors expect that we will do so, the actual sales of shares or ~~none~~the mere existence of ~~their~~our ~~shares~~arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in ~~this~~the ~~offering~~future at a time and at a price that we might otherwise wish to effect such sales. ~~See~~However, ~~“Plan~~we have the right to control the timing and amount of ~~Distribution~~any additional sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any additional cost to us.”

~~Information~~Depending ~~about~~on the ~~selling~~price per ~~stockholders~~share ~~may~~at ~~change~~which ~~over~~we ~~time.~~sell ~~Any~~our ~~changed~~common ~~information~~stock ~~will~~to beLincoln ~~set~~Park ~~forth~~pursuant into anthe ~~amendment~~Purchase Agreement, we may need to ~~the~~sell ~~registration~~more ~~statement~~shares orto ~~supplement~~Lincoln toPark than are offered under this prospectus, to ~~the~~receive ~~extent~~aggregate ~~required~~gross byproceeds ~~law~~equal to the $9.0 ~~Unless~~million ~~otherwise~~remaining ~~noted~~available ~~below,~~to us under the ~~address~~Purchase ofAgreement, ~~the~~which ~~selling~~could cause additional substantial dilution to our stockholders. ~~listed~~If onwe ~~the~~choose to sell more shares to Lincoln ~~table~~Park isthan ~~c/o~~are ~~Acurx~~offered ~~Pharmaceuticals~~under this prospectus, ~~Inc~~ we must first register for resale under the Securities Act such additional shares of our common stock., ~~259~~The ~~Liberty~~number ~~Avenue,~~of ~~Staten~~shares ~~Island,~~ultimately NYoffered ~~10305~~for resale by Lincoln Park will depend upon the number of shares we elect to sell to Lincoln Park under the Purchase Agreement.

The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of up to 585,000 shares of our common stock that we are registering hereby that we may issue and sell to Lincoln Park in the future under the Purchase Agreement at varying purchase prices:

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⁾
$	4.00			585,000		25	%	$	2,340,000
$	5.00			585,000		25	%	$	2,925,000
$	6.00			585,000		25	%	$	3,510,000
$	6.80	(3)		585,000		25	%	$	3,978,000
$	8.00			585,000		25	%	$	4,680,000
$	9.00			585,000		25	%	$	5,265,000

(1)

Although the Purchase Agreement provides that we may sell up to $12.0 million of our common stock to Lincoln Park (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), we are only registering 585,000 shares that may be sold to Lincoln Park under this prospectus, which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. We may only receive additional proceeds of up to $9.0 million from our sale of Purchase Shares pursuant to the Purchase Agreement. On July 17, 2025, we obtained stockholder approval to issue to Lincoln Park, pursuant to the Purchase Agreement, shares of our common stock, including Commitment Shares, which exceed 220,315 shares, which was equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement. The number of shares issued in this column does not give effect to the Beneficial Ownership Cap

(2)

The denominator is based on 1,800,299 shares of our common stock outstanding as of September 30, 2025, adjusted to include the number of shares set forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. The numerator is based on the number of shares of our common stock issuable under the Purchase Agreement at the corresponding assumed purchase price set forth in the adjacent column, without giving effect to the Beneficial Ownership Cap.

(3)

The closing sale price per share of our common stock on October 17, 2025.

	Beneficial Ownership Prior to the Offering(1)							Beneficial Ownership After the Offering
Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to the Offering		Percentage of Outstanding Common Stock(2)			Maximum Number of Shares of Common Stock To Be Sold Pursuant to this Prospectus		Number of Shares of Common Stock Beneficially Owned After the Offering(3)		Percentage of Outstanding Common Stock(3)
Armistice Capital, LLC(4)		11,780,345		30.58	%		8,890,870		2,889,475		7.45	%
Michael Vasinkevich(5)		371,418		1.24	%		171,038		200,380		*
Noam Rubinstein(6)		162,153		*			84,019		78,134		*
Craig Schwabe(7)		19,548		*			9,002		10,546		*
Charles Worthman(8)		5,792		*			2,667		3,125		*

USE OF PROCEEDS

*This ~~Represents~~prospectus ~~less~~relates ~~than~~to shares ~~one~~of ~~percent~~our common stock that may be offered and sold from time to time by Lincoln Park. See “Plan of Distribution” elsewhere in this prospectus for more information. We are not selling any securities under this prospectus and we will not receive any proceeds from the sale of shares by Lincoln Park under this prospectus.

We may receive up to $9.0 million (1in addition to the $3.0 previously received from sales made pursuant to the Purchase Agreement prior to the date of this prospectus) in ~~Assumes~~aggregate gross proceeds from sales of shares of our common stock we make to Lincoln Park under the Purchase Agreement. We may choose to sell fewer than $9.0 million in shares of our common stock, or, due to the Beneficial Ownership Cap, we may not be able to sell all $9.0 ~~warrants~~million ~~are~~in ~~exercised~~shares of our common stock under the Purchase Agreement, in which case we would raise less than $9.0 million in aggregate gross proceeds under the Purchase Agreement. It is also possible that we do not sell any shares under the Purchase Agreement.

~~(2)~~We ~~Based~~will onhave abroad ~~denominator~~discretion in ~~equal~~the touse of the ~~sum~~net ofproceeds ~~(i)~~from ~~29,627,013~~any sale of shares of our common stock ~~outstanding~~to onLincoln ~~July~~Park 3under the Purchase Agreement. Based upon our current plans and business conditions, ~~2025~~we intend to use net proceeds from such sales for working capital and general corporate purposes, which include, but are not limited to, research and ~~(ii)~~development expenses and general and administrative expenses. We have not determined the ~~number~~amount of ~~shares~~net proceeds to be used specifically for such purposes. The amounts and timing of ~~common~~our ~~stock~~actual ~~issuable~~expenditures ~~upon~~may ~~exercise~~vary significantly and will depend on numerous factors, including market conditions, cash generated or ~~conversion~~used ofby ~~convertible~~our ~~securities~~operations, business developments and opportunities that ~~are~~may ~~currently~~arise. ~~exercisable~~We ormay ~~convertible~~find it necessary or ~~are~~advisable ~~exercisable~~to oruse ~~convertible~~portions ~~within~~of 60the ~~days~~proceeds we receive from our sale of ~~July~~shares of 3,common ~~2025~~stock ~~beneficially~~to ~~owned~~Lincoln byPark under the ~~applicable~~Purchase ~~selling~~Agreement ~~stockholder~~for other purposes. Pending the use of any net proceeds, we expect to invest the net proceeds in interest-bearing, marketable securities.

~~(3)~~We ~~Assumes~~will ~~that~~bear ~~(i)~~ all of the ~~shares~~costs, fees ofand ~~common~~expenses ~~stock~~incurred toin beeffecting ~~registered by~~ the registration ~~statement~~ of ~~which this prospectus is a part are sold in this offering and (ii)~~ the ~~selling stockholders do not acquire additional~~ shares ofcovered ~~our~~by ~~common stock after the date of~~ this prospectus, ~~and~~including, ~~prior~~without tolimitation, ~~completion of this offering. The percentage of beneficial ownership after~~ the registration ~~offering~~and isfiling ~~based~~fees, onprinting 38fees,~~784,609~~ ~~shares~~Nasdaq oflisting ~~common~~fees ~~stock,~~and ~~consisting~~fees ofand ~~(a)~~expenses ~~29,627,013 shares~~ of our ~~common~~counsel ~~stock outstanding on July 3, 2025,~~ and ~~(b)~~our ~~the 9~~accountants,~~157,596~~ ~~shares~~but ofall ~~our~~selling and ~~common~~other ~~stock~~expenses ~~underlying~~incurred by the ~~warrants~~selling ~~offered~~stockholder ~~under~~will ~~this~~be ~~prospectus.~~paid ~~The~~by ~~number of shares listed do not take into account any limitations on exercise of~~ the ~~warrants~~selling stockholder.

(4) Consists of (i) 1,050,040 shares of common stock, (ii) 1,839,435 shares of common stock currently held in abeyance, (iii) 6,223,609 shares of common stock issuable upon exercise of series G-1 warrants and (iv) 2,667,261 shares of common stock issuable upon exercise of series G-2 warrants. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial ownership limitation of 4.99%, which such limitation restricts the selling stockholder from exercising that portion of the warrants that would result in the selling stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

(5) Consists of (i) 171,038 shares of common stock issuable upon the exercise of the placement agent warrants and (ii) 200,380 shares of common stock issuable upon the exercise of the placement agent warrants issued in prior offerings. Mr. Vasinkevich is affiliated with H.C. Wainwright & Co., with a registered address of 430 Park Avenue, New York, New York 10022, and has sole voting and dispositive power over the securities held. The selling stockholder acquired the placement agent warrants in the ordinary course of business and, at the time the placement agent warrants were acquired, the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

(6) Consists of (i) 84,019 shares of common stock issuable upon the exercise of the placement agent warrants, and (ii) 78,134 shares of common stock issuable upon the exercise of the placement agent warrants issued in prior offerings. Mr. Rubinstein is affiliated with H.C. Wainwright & Co., with a registered address of 430 Park Avenue, New York, New York 10022, and has sole voting and dispositive power over the securities held. The selling stockholder acquired the placement agent warrants in the ordinary course of business and, at the time the placement agent warrants were acquired, the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities.DILUTION

~~(7)~~The ~~Consists~~sale of ~~(i) 9,002 shares of~~ common stock to ~~issuable~~Lincoln ~~upon~~Park ~~the~~pursuant ~~exercise~~to of the ~~placement~~Purchase ~~agent~~Agreement ~~warrants,~~will ~~and~~have ~~(ii)~~a ~~10,546~~dilutive ~~shares~~impact ofon ~~common~~our ~~stock~~stockholders. ~~issuable~~In ~~upon~~addition, the ~~exercise~~lower ofour ~~the~~stock ~~placement agent warrants issued in prior offerings. Mr. Schwabe~~ price is ~~affiliated~~at ~~with~~the ~~H.C.~~time ~~Wainwright~~we &elect ~~Co.,~~to ~~with~~sell ashares ~~registered~~to ~~address~~Lincoln ~~of 430~~ Park ~~Avenue,~~under ~~New~~the ~~York,~~Purchase ~~New York 10022~~Agreement, ~~and has sole voting and dispositive power over~~ the ~~securities~~more ~~held.~~shares ~~The~~of ~~selling~~our ~~stockholder~~common ~~acquired~~stock ~~the~~we ~~placement~~will ~~agent~~have to ~~warrants~~sell into ~~the~~Lincoln ~~ordinary~~Park ~~course~~to ofachieve ~~business and, at~~ the ~~time~~same ~~the~~gross ~~placement~~proceeds ~~agent warrants were acquired~~amount, ~~the~~in ~~selling~~which ~~stockholder~~case ~~had~~our noexisting ~~agreement~~stockholders orwould ~~understanding,~~experience ~~directly~~greater ~~or indirectly, with any person to distribute such securities~~dilution.

~~(8)~~The ~~Consists~~amount ofthat ~~(i)~~Lincoln ~~2,667~~Park will ~~shares~~receive offor our common stock ~~issuable~~when ~~upon~~resold ~~the~~pursuant ~~exercise~~to ofthis ~~the~~prospectus ~~placement~~will ~~agent~~depend ~~warrants, and (ii) 3,125 shares of common stock issuable~~ upon the ~~exercise~~timing of ~~the~~sales ~~placement agent warrants issued in prior offerings. Mr. Worthman is affiliated with H.C. Wainwright & Co., with a registered address of 430 Park Avenue, New York, New York 10022,~~ and ~~has~~will ~~sole~~fluctuate ~~voting~~based on ~~and dispositive power over~~ the ~~securities~~trading ~~held.~~price ~~The selling stockholder acquired the placement agent warrants in the ordinary course~~ of ~~business~~our ~~and,~~common ~~at the time the placement agent warrants were acquired, the selling stockholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities~~stock.

As of June 30, 2025, we had a net tangible book value of $3.6 million, or $2.43 per share of common stock. Our net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding as of June 30, 2025.

After giving effect to the sale of 585,000 shares of common stock to Lincoln Park pursuant to the Purchase Agreement at an assumed price of $6.80 per share, the closing price of our common stock on Nasdaq on October 17, 2025, and deducting estimated offering expenses of $110,650 payable by us, and without giving effect to the Beneficial Ownership Cap under the Purchase Agreement, our as adjusted net tangible book value as of June 30, 2025, would have been approximately $7.4 million, or $3.62 per share. This represents an immediate increase in net tangible book value of $1.19 per share to existing stockholders and an immediate dilution of $3.18 per share to new investors.

The following table illustrates this dilution on a per share basis:

Assumed public offering price per share		$6.80
Net tangible book value per share of common stock as of June 30, 2025	$2.43
Increase in net tangible book value per share attributable to this offering	$1.19
As adjusted, net tangible book value per share after this offering		$3.62
Dilution per share to new investors purchasing shares in this offering		$3.18

The foregoing table is based on 1,470,352 shares of common stock outstanding as of June 30, 2025, and excludes, as of such date, the following:

1,092,947 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of $14.11 per share;

227,775 shares of our common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $88.45 per share;

8,872 shares of common stock reserved for future issuance pursuant to future awards under our 2021 Equity Incentive Plan as of June 30, 2025; and

321,532 shares of common stock issued pursuant to the Purchase Agreement during the third quarter of 2025, with a weighted average purchase price of $5.36 per share.

To the extent that outstanding options or warrants have been or may be exercised, new equity awards were or are issued, or we otherwise issued or issue additional shares of common stock, including in our “at the market” offering program, investors purchasing our common stock in this offering may experience further dilution

~~PLAN~~MARKET FOR OFCOMMON ~~DISTRIBUTION~~STOCK AND DIVIDEND POLICY

~~The~~Our ~~selling~~common ~~stockholders of~~stock ~~the~~is ~~securities~~traded ~~and~~on ~~any~~the ofNasdaq ~~their~~Capital ~~pledgees,~~Market ~~assignees~~under ~~and~~the ~~successors-in-interest~~symbol ~~may,~~“ACXP.” ~~from~~The ~~time~~last toreported ~~time,~~sale ~~sell~~price ~~any or all~~ of ~~their~~our ~~securities covered~~common ~~hereby~~stock on ~~The~~October ~~Nasdaq Capital Market or any other stock exchange~~17, ~~market~~2025 ~~or trading facility~~ on ~~which~~ the ~~securities~~Nasdaq ~~are~~Capital ~~traded or~~Market inwas ~~private transactions~~$6.80 ~~These~~per ~~sales~~share. As ~~may~~of beOctober at17, ~~fixed~~2025, orthere ~~negotiated~~were ~~prices.~~370 ~~The selling~~ stockholders ~~may~~of ~~use~~record ~~any one or more~~ of ~~the following~~our ~~methods~~common ~~when selling securities:~~stock.

·We ~~ordinary~~have ~~brokerage~~never ~~transactions~~declared or paid any cash dividend on our common stock. We intend to retain any future earnings and ~~transactions~~do innot ~~which~~expect ~~the~~to ~~broker-dealer~~pay ~~solicits~~dividends ~~purchasers;~~in the foreseeable future.

· block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

· an exchange distribution in accordance with the rules of the applicable exchange;

· privately negotiated transactions;

· settlement of short sales;

· in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

· through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

· a combination of any such methods of sale; or

· any other method permitted pursuant to applicable law.

The selling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholders have informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

~~The Company is required~~SELLING to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.STOCKHOLDER

WeThis ~~agreed~~prospectus relates to the ~~use~~possible ~~commercially reasonable~~resale ~~efforts~~by the selling stockholder, Lincoln Park, of additional shares of our common stock that may be issued to ~~keep~~Lincoln ~~this~~Park pursuant to the Purchase Agreement. We are filing the registration statement ~~effective~~of atwhich ~~all~~this ~~times~~prospectus ~~until~~is a part pursuant to the ~~selling~~provisions of ~~stockholders~~the noRegistration ~~longer~~Rights ~~own~~Agreement, ~~any~~which ~~Warrants or~~we ~~shares~~entered into with Lincoln Park on May 8, 2025 concurrently with our execution of ~~Common~~the Purchase ~~Stock~~Agreement, ~~issuable~~in ~~upon~~which we agreed to provide certain registration rights with respect to sales by Lincoln Park of the ~~exercise~~shares of our common stock that have been and may be issued to Lincoln Park under the ~~Warrants~~Purchase Agreement.

~~Under~~Lincoln ~~applicable~~Park, ~~rules and regulations~~as ~~under~~ the ~~Exchange Act~~selling stockholder, ~~any person engaged in the distribution of the resale securities~~ may, ~~not~~from ~~simultaneously~~time ~~engage~~to ~~in market~~time, ~~making~~offer ~~activities~~and ~~with~~sell ~~respect~~pursuant to ~~the~~this ~~Common~~prospectus ~~Stock~~up ~~for~~to ~~the applicable restricted period~~585,000 asshares ~~defined in Regulation M, prior to the commencement~~ of ~~the~~our ~~distribution.~~common Instock ~~addition,~~that ~~the~~we ~~selling~~have issued ~~stockholders~~or ~~will~~may beissue ~~subject~~ to ~~applicable~~Lincoln ~~provisions~~Park. ofThe ~~the~~selling ~~Exchange Act~~stockholder ~~and~~may ~~the~~sell ~~rules and regulations thereunder~~some, ~~including~~all ~~Regulation~~or M,none ~~which~~of ~~may limit~~ the ~~timing~~shares of ~~purchases~~common ~~and~~stock. ~~sales~~We ofdo ~~the~~not ~~Common~~know ~~Stock~~how bylong the selling ~~stockholders~~stockholder ~~or any other person. We~~ will ~~make~~hold ~~copies~~the shares of ~~this~~our ~~prospectus~~common ~~available~~stock tobefore ~~the~~ selling ~~stockholders~~them, and ~~have~~ ~~informed~~we ~~them~~currently ofhave ~~the~~no ~~need~~agreements, toarrangements or ~~deliver~~understandings awith ~~copy~~the ofselling ~~this~~stockholder ~~prospectus~~regarding tothe ~~each~~sale ~~purchaser~~of atany orof ~~prior to~~ the ~~time~~shares of ~~the~~common ~~sale~~stock. ~~(including by~~See ~~compliance~~“Plan ~~with~~of ~~Rule 172 under the Securities Act)~~Distribution.”

The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling stockholder as of October 13, 2025. The percentages of shares owned before and after the offering are based on shares of common stock outstanding as of October 17, 2025. The information in the table below with respect to the selling stockholder has been obtained from the selling stockholder. Other than as described under “Our Agreements With Lincoln Park,” above, neither Lincoln Park nor any of its affiliates has held a position or office, or had any other material relationship, with us or any of our predecessors or affiliates. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

Throughout this prospectus, when we refer to the shares of common stock being offered for resale by the selling stockholder through this prospectus, we are referring to the shares of common stock that have been and may be issued and sold by us to Lincoln Park pursuant to the Purchase Agreement, unless otherwise indicated.

Number of Shares of
Common Stock
Owned Prior to
Offering(2)

Maximum Number
of Shares of
Common Stock to
be Offered
Pursuant to this

Number of Shares of
Common Stock
Owned After
Offering(4)

Name of Selling Stockholder

Number

Percent

Prospectus(3)

Number

Percent

Lincoln Park Capital Fund, LLC(1)

17,038

585,000

17,038

(1)

Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment power over the shares being offered under this prospectus. Neither Lincoln Park Capital, LLC nor Lincoln Park Capital Fund, LLC is a licensed broker dealer or an affiliate of a licensed broker dealer.

(2)

In accordance with Rule 13d-3(d) of the Exchange Act, we have excluded from the number of shares beneficially owned prior to this offering all the shares of common stock that we may issue and sell to Lincoln Park under the Purchase Agreement from and after the date of this prospectus that are being registered for resale under the registration statement of which this prospectus forms a part, because the issuance of such shares is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s control, including the registration statement of which this prospectus forms a part becoming and remaining effective. Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership Cap. See the description under the heading “Our Agreements with Lincoln Park” for more information about the Purchase Agreement.

(3)

Assumes issuance of the maximum 585,000 shares being registered hereby. Although the Purchase Agreement provides that we may sell up to $12.0 million in shares of our common stock to Lincoln Park (of which an aggregate of $3.0 million of shares of common stock have already been issued and sold to Lincoln Park as of the date of this prospectus), only 585,000 shares of our common stock are being offered under this prospectus that may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period following the date of this prospectus. Depending on the price per share at which we sell our common stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus to receive aggregate gross proceeds equal to the $12.0 million total commitment of Lincoln Park under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such additional shares. The number of shares ultimately offered for resale by Lincoln Park will depend upon the number of shares we elect to sell to Lincoln Park under the Purchase Agreement.

(4)

Assumes the sale by Lincoln Park of all 585,000 shares of our common stock registered hereby and the sale by Lincoln Park of all 544,963 shares of our common stock registered by the Prior Registration Statement, although the selling stockholder is under no obligation known to us to sell any shares of common stock at any particular time.

represents less than 1%

PLAN OF DISTRIBUTION

The shares of our common stock offered by this prospectus are being offered by the selling stockholder, Lincoln Park Capital Fund, LLC. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The selling stockholder may use any one or more of the following methods when selling securities:

ordinary brokers’ transactions;

transactions involving cross or block trades;

through brokers, dealers, or underwriters who may act solely as agents;

“at the market” into an existing market for the shares of our common stock;

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

in privately negotiated transactions; or

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares of our common stock offered by this prospectus may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of our common stock offered by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

Lincoln Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions from Lincoln Park that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the selling stockholder and/or the purchasers, for whom the broker-dealers may act as agent. The compensation paid to any such particular broker-dealer may be less than or in excess of customary commissions. Neither we nor Lincoln Park can presently estimate the amount of compensation that any agent will receive from the selling stockholder or from any purchasers of shares of our common stock sold by Lincoln Park.

We know of no existing arrangements between Lincoln Park or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement that includes this prospectus to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares of our common stock offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of our common stock by the selling stockholder, any compensation paid by Lincoln Park to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock included in this prospectus by Lincoln Park. We estimate that the total expenses for the offering will be approximately $150,000. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered by this prospectus, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

Lincoln Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the earlier of (i) termination of the Purchase Agreement or (ii) the date that all shares offered by this prospectus have been sold by Lincoln Park.

DESCRIPTION OF OUR SECURITIES TO BE REGISTERED

The securities to be registered on this registration statement on Form S-1 include up to an aggregate amount of 9585,~~157,596~~000 shares of our common stock. ~~consisting~~ As of ~~(i) up~~October 17, 2025, tothere 6were 2,~~223~~081,~~609~~323 shares of our common stock ~~issuable~~issued ~~upon~~and ~~exercise~~outstanding, ofincluding ~~series~~the ~~G-1~~Commitment ~~warrants~~Shares. ~~acquired~~The byauthorized aand ~~certain~~unissued ~~selling stockholder~~shares ~~under~~of ~~the~~common ~~Letter~~stock ~~Agreement~~and ~~with~~the anauthorized ~~exercise~~and ~~price~~undesignated shares of ~~$0.425~~preferred ~~per~~stock ~~share,~~are ~~(ii) up~~available tofor ~~2,667,261~~issuance ~~shares~~without offurther ~~our~~action ~~common~~by ~~stock issuable~~our ~~upon~~stockholders, ~~exercise~~unless ofsuch ~~series~~action ~~G-2~~is ~~warrants~~required ~~acquired~~ by aapplicable ~~certain~~law ~~selling~~or ~~stockholder~~the ~~under~~rules of ~~the~~any ~~Letter~~stock ~~Agreement~~exchange ~~with~~on anwhich ~~exercise~~our ~~price~~securities ofmay ~~$0.425~~be ~~per~~listed. ~~share,~~Unless ~~and~~approval ~~(iii) up to 266,726 shares~~ of our ~~common~~stockholders ~~stock~~is ~~issuable~~so ~~upon~~required, ~~exercise~~our board of ~~placement~~directors ~~agent~~does ~~warrants~~not ~~acquired~~intend byto ~~certain of~~seek ~~the~~stockholder ~~selling~~approval ~~stockholders~~for ~~under~~ the issuance ~~Engagement~~and ~~Letter~~sale ~~with~~of anour ~~exercise~~common ~~price~~stock ofor ~~$0.75~~preferred ~~per share~~stock.

General

The following is a summary of material characteristics of our capital stock as set forth in our certificate of incorporation, as amended (“certificate of incorporation”), and bylaws, and certain provisions of Delaware law. The following description does not purport to be complete and is subject to and qualified in its entirety by, and should be read in conjuncture with, our certificate of incorporation and bylaws, each of which are filed as exhibits to this ~~registration~~Registration ~~statement~~ Statement and are incorporated herein by reference. The summaries and descriptions below do not purport to be complete statements of the Delaware General Corporation Law (“DGCL”).

Authorized Capital Stock

WeOur certificate ~~are~~of ~~authorized~~incorporation toauthorizes ~~issue up~~us to ~~200~~issue 250,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. ~~Our board of directors may establish the rights and preferences of the preferred stock from time to time.~~

As of July 3, 2025, we had 29,627,013, shares of common stock issued and outstanding and no shares of preferred stock outstanding.

Common Stock

Voting. The ~~Rights~~holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent to).

Dividends. The holders of our common stock are entitled to ~~one~~receive, ~~vote~~ratably, ~~for~~dividends ~~each~~only ~~share~~if, ~~held~~when and as declared by our board of ~~record~~directors onout of ~~all~~funds ~~matters~~legally onavailable ~~which~~therefor ~~the~~and ~~holders~~after ~~are~~provision ~~entitled~~is tomade ~~vote~~for ~~(or~~each ~~consent~~class ~~to)~~of capital stock having preference over the common stock.

~~Dividends~~Liquidation Rights. In the event of our liquidation, dissolution or winding-up, the holders of our common stock may be entitled to share, ratably, in all assets remaining available for distribution after payment or provision for payment of all debts and other liabilities and subject to the rights of each class or series of capital stock having preference over, or right to participate with, the common stock.

~~The holders of our common~~Preemptive ~~stock are entitled to receive, ratably, dividends only if, when~~ and asSimilar ~~declared~~Rights. byThe ~~our~~holders ~~board~~ of ~~directors~~our ~~out~~common ~~of funds legally available therefor and after provision is made for each class of capital~~ stock ~~having~~have ~~preference~~no ~~over~~preemptive ~~the~~or ~~common~~similar ~~stock~~rights.

Liquidation Rights

In the event of our liquidation, dissolution or winding-up, the holders of our common stock may be entitled to share, ratably, in all assets remaining available for distribution after payment or provision for payment of all debts and other liabilities and subject to the rights of each class or series of capital stock having preference over, or right to participate with, the common stock.

Preemptive and Similar Rights

The holders of our common stock have no preemptive or similar rights.

Forum Selection

Our certificate of incorporation and our bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provision does not apply to suits brought to enforce any liability or duty created by the Exchange Act, the Securities Act or any other claim for which the federal courts have exclusive jurisdiction. Unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees.

Anti-Takeover Provisions

Our certificate of incorporation and bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

~~Authorized but unissued shares~~22

Authorized but unissued shares. The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to the requirements of any national securities exchange on which our common stock is listed, should we so qualify for listing. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Elimination of Stockholder Action by Written Consent. Our certificate of incorporation will eliminate the right of stockholders to act by written consent without a meeting.

Special meetings of stockholders. Our certificate of incorporation and bylaws provide that, except as otherwise required by ~~eliminates~~law or provided by the ~~right~~resolution or resolutions adopted by our board of directors designating the rights, powers and preferences of any series of preferred stock, special meetings of our stockholders may be called only by (a) our board of directors pursuant to ~~act~~a resolution approved by ~~written~~a ~~consent~~majority ~~without~~of the total number of our directors that we would have if there were no vacancies or (b) the chair of our board of directors, and any power of our stockholders to call a special meeting is specifically denied.

~~Special~~Advance notice ~~meetings~~requirements for stockholder proposals and director nominations. Our bylaws provide for an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to our board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder must comply with advance notice and duration of ownership requirements and provide us with certain information. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions that are favored by the holders of a majority of our outstanding voting securities until the next stockholder meeting.

~~Our~~Amendment of ~~certificate~~Certificate of ~~incorporation and~~Incorporation ~~bylaws~~or ~~provide~~Bylaws. The DGCL provides generally that, ~~except~~the asaffirmative ~~otherwise~~vote of a majority of the shares entitled to vote on any matter is required byto ~~law~~amend ora ~~provided~~corporation’s bycertificate ~~the~~of ~~resolution~~incorporation, orunless ~~resolutions~~a ~~adopted~~corporation’s bycertificate of incorporation requires a greater percentage. Our certificate of incorporation provides that certain provisions of our ~~board~~certificate of incorporation (namely, those provisions relating to (i) directors ~~designating~~; ~~the~~(ii) limitation ~~rights~~of director liability, ~~powers~~indemnification and advancement ~~preferences~~ of ~~any~~expenses ~~series~~and renunciation of ~~preferred~~corporate ~~stock,~~opportunities; ~~special~~ (iii) meetings of stockholders; and (iv) certain amendments to our ~~stockholders~~certificate of incorporation and bylaws) may not be ~~called~~altered, ~~only by~~amended or repealed in any respect (aincluding by merger, consolidation or otherwise) ~~our~~, ~~board~~nor ofmay ~~directors~~any ~~pursuant~~provision toinconsistent atherewith ~~resolution~~be ~~approved~~adopted, unless such alteration, amendment, repeal or adoption is approved by athe ~~majority~~affirmative vote of the ~~total~~holders ~~number~~of at least sixty-six and two-thirds percent (662∕3%) of the voting power of all of our then-outstanding shares then entitled to vote generally in an election of directors, ~~that~~voting wetogether ~~would~~as a single class. Our certificate of incorporation ~~have~~and ifbylaws ~~there~~also ~~were~~provide nothat ~~vacancies~~approval orof stockholders holding sixty-six and two-thirds percent (b662∕3%) of the ~~chair~~voting power of all of our ~~board~~then-outstanding shares entitled to vote generally in an election of directors, ~~and~~voting together as a single class, is required for stockholders to make, alter, amend, or repeal any ~~power~~provision of our ~~stockholders~~bylaws. toOur ~~call~~board aof ~~special~~directors retains the right to alter, amend ~~meeting~~or isrepeal ~~specifically~~our ~~denied~~bylaws.

~~Advance~~Classified Board ~~notice~~of ~~requirements~~ Directors. Our certificate of incorporation provides for ~~stockholder~~a ~~proposals~~classified ~~and~~board ~~director~~of ~~nominations~~directors consisting of three classes of approximately equal size, each serving staggered three-year terms.

~~Our bylaws provide for an~~Only ~~advance~~the ~~notice~~directors ~~procedure~~in ~~for~~one ~~stockholder~~class ~~proposals~~will to be ~~brought~~subject ~~before~~to ~~an annual meeting of stockholders, including proposed nominations of candidates for~~ election toby ~~our board of directors. In order for any matter to be “properly brought” before~~ a ~~meeting, a~~plurality ~~stockholder must comply with advance notice and duration~~ of ~~ownership~~the ~~requirements~~votes ~~and~~cast ~~provide us with certain information. Stockholders~~ at aneach annual meeting ~~may only consider proposals or nominations specified in the notice~~ of ~~meeting~~stockholders, orwith ~~brought before~~ the ~~meeting by or~~ ~~at the direction of our board of~~ directors orin ~~by a qualified stockholder of record on~~ the ~~record~~other ~~date~~classes continuing for the ~~meeting,~~remainder ~~who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary~~ of ~~the~~their ~~stockholder’s~~respective ~~intention to~~three-year ~~bring such business before the meeting~~terms. ~~These~~Stockholders ~~provisions~~do ~~could~~not have the ability ~~effect~~to ofcumulate ~~delaying~~votes ~~stockholder~~for ~~actions that are favored by~~ the ~~holders~~election of ~~a majority of our outstanding voting securities until the next stockholder meeting~~directors.

Amendment of Certificate of Incorporation or Bylaws

The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation, unless a corporation’s certificate of incorporation requires a greater percentage. Our certificate of incorporation provides that certain provisions of our certificate of incorporation (namely, those provisions relating to (i) directors; (ii) limitation of director liability, indemnification and advancement of expenses and renunciation of corporate opportunities; (iii) meetings of stockholders; and (iv) certain amendments to our certificate of incorporation and bylaws) may not be altered, amended or repealed in any respect (including by merger, consolidation or otherwise), nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2∕3%) of the voting power of all of our then-outstanding shares then entitled to vote generally in an election of directors, voting together as a single class. Our certificate of incorporation and bylaws also provide that approval of stockholders holding sixty-six and two-thirds percent (66 2∕3%) of the voting power of all of our then-outstanding shares entitled to vote generally in an election of directors, voting together as a single class, is required for stockholders to make, alter, amend, or repeal any provision of our bylaws. Our board of directors retains the right to alter, amend or repeal our bylaws.

Classified Board of Directors

Our certificate of incorporation provides for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only the directors in one class will be subject to election by a plurality of the votes cast at each annual meeting of stockholders, with the directors in the other classes continuing for the remainder of their respective three-year terms. Stockholders do not have the ability to cumulate votes for the election of directors.

Limitations on Liability and Indemnification of Officers and Directors

Our certificate of incorporation and bylaws ~~provides~~provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We have entered into Indemnification Agreements with each of our directors that may be, in some cases, broader than the specific indemnification provisions contained under the DGCL. In addition, as permitted by the DGCL, our certificate of incorporation and bylaws includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director. These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Section 203 of the Delaware General Corporation Law

We are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock.

Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

before the stockholder became interested, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its amended and restated certificate of incorporation or by-laws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

Listing

Our common stock is listed on The Nasdaq Capital Market under the symbol “ACXP.”

Transfer Agent and Registrar

The transfer agent and registrar of our common stock is VStock Transfer, LLC. They are located at 18 Lafayette Place, Woodmere, New York 11598. Their telephone number is (212) 828-8436.

2324

LEGAL MATTERS

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, will pass upon the validity of the issuance of the securities to be offered by this prospectus.

EXPERTS

The financial statements of Acurx Pharmaceuticals, Inc. for the two years ended December 31, 2024 have been audited by CohnReznick LLP, independent registered public accounting firm, as set forth in their report thereon appearing in Acurx Pharmaceuticals, Inc.'’s Annual Report on Form 10-K for the year ended December 31, 2024, and incorporated by reference herein. Such financial statements are ~~incorporated~~ incorporated by reference herein in reliance upon such report, which includes an explanatory paragraph on Acurx Pharmaceuticals, Inc.’s ability to continue as a going concern, given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with respect to the shares of common stock offered by this prospectus with the SEC in accordance with the Securities Act and the rules and regulations enacted under its authority. This prospectus, which constitutes a part of the registration statement, does not contain all of the information included in the registration statement and its exhibits and schedules. Any statement made in this prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual contract, agreement or other document. If we have filed or incorporated by reference any contract, agreement or other document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract, agreement or other document is qualified by reference to the actual document. For further information regarding us and the shares of common stock offered by this prospectus, we refer you to the full registration statement, including its exhibits and schedules, filed under the Securities Act.

The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our registration statement, of which this prospectus constitutes a part, can be downloaded from the SEC’s website.

We also file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings on the SEC’s website at http://www.sec.gov.

Our website address is http://www.acurxpharma.com. There we make available free of charge, on or through the investor relations section of our website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. The information contained on, or that can be accessed through, our website is not a part of this prospectus, and our reference to the address for our website is intended to be an inactive textual reference only.

INCORPORATION OF DOCUMENTS BY REFERENCE

The rules of the SEC allow us to incorporate by reference into this prospectus the information we file with the SEC. This means that we are disclosing important information to you by referring to other documents. The information incorporated by reference is considered to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. We incorporate by reference the documents listed below (other than any portions thereof, which under the Exchange Act, and applicable SEC rules, are not deemed “filed” under the Exchange Act):

our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025;

· our Quarterly ~~Report~~Reports on Form 10-Q for the ~~quarter~~quarters ended March 31, 2025 and June 30, 2025, filed with the SEC on May 12, 2025 and August 11, 2025, respectively;

· our Current Reports on Form 8-K, filed with the SEC on January 7, 2025, February 26, 2025, March 10, 2025, March 18, 2025, March 28, 2025, May 8, 2025, ~~and~~May 13, 2025, June 20, 2025, ~~(except~~July ~~for~~17, ~~any~~2025, ~~information~~July ~~furnished~~31, ~~under~~2025, ~~Items~~September ~~2.02~~19, or2025 ~~7.01~~ and ~~exhibits~~September, 22, 2025 (other than any portions thereof deemed furnished ~~thereto~~and not filed); and

· the description of our common stock contained in our ~~registration~~Registration ~~statement~~Statement on Form 8-A initially filed on June 23, 2021, including any amendment or report filed for the purpose of updating such description.

The SEC file number for each of the documents listed above is 001-40536.

In addition, all documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus; provided, however, that all reports, exhibits and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. If we have incorporated by reference any statement or information in this prospectus and we subsequently modify that statement or information with information contained in this prospectus, the statement or information previously incorporated in this prospectus is also modified or superseded in the same manner.

You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting:

Acurx Pharmaceuticals, Inc. 259 Liberty Avenue Staten Island, NY 10305 Telephone: (917) 533-1469

259 Liberty Avenue

Staten Island, NY 10305

Telephone: (917) 533-1469

You may also access these documents on our website, http://www.acurxpharma.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, payable by the Company in connection with the registration and sale of the ~~common~~Common ~~stock~~Stock being registered. All amounts are estimates except the SEC registration fee.

	Amount
SEC registration fee	$	~~747~~569.8415
Accounting fees and expenses		710,000.00
Legal fees and expenses		25,000.00
Miscellaneous		24,~~488~~430.1685
Total expenses	$	3540,~~236~~000.00

ITEM 14. Indemnification of Directors and Officers.

The Delaware General Corporation Law and certain provisions of our certificate of incorporation and bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our certificate of incorporation, bylaws and to the statutory provisions.

In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and with respect to any criminal action or proceeding, such person had no reasonable cause to believe their actions were unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of the board of directors, by legal counsel, or by a vote of the stockholders, that the applicable standard of conduct was met by the person to be indemnified.

The circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, unless the court determines otherwise, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable to the corporation.

Indemnification may also be granted pursuant to the terms of agreements which we are currently party to with each of our directors and executive officers, agreements which we may enter into in the future or pursuant to a vote of stockholders or directors. Delaware law and our certificate of incorporation also grant the power to us to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.

A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. There is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

II-1

ITEM 15. Recent Sales of Unregistered Securities.

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act:

Private Placement Issuances

On June 20, 2025, we issued (i) to an institutional investor in a private placement series G-1 warrants to purchase 6311,~~223,609~~181 shares of common stock with an exercise price of $08.~~425~~50 per share, ~~and~~(ii) to an institutional investor in a private placement series G-2 warrants to purchase 2133,~~667,261~~363 shares of common stock with an exercise price of $08.~~425~~50 per share, and (iiiii) to designees of the placement agent placement agent warrants to purchase ~~266~~13,~~726~~336 shares of common stock with an exercise price of $015.7500 per share. The exercise of the series G-2 warrants was subject to stockholder approval of the issuance of shares of common stock issuable upon exercise of the series G-2 warrants which was obtained on September 16, 2025.

On May 8, 2025, we ~~issued~~ ~~899~~issued 44,~~258~~963 shares of our common stock to Lincoln Park Capital Fund, LLC in consideration for its commitment to purchase shared under the ~~May~~ Purchase Agreement, dated May 8, 2025, by and between us and Lincoln Park Capital Fund, LLC.

OnPart ~~March 10,~~II ~~2025, we~~- issued (i) to an institutional investor in a private placement series F warrants to purchase 8,235,000 shares of common stock with an exercise price of $0.40 per share and (ii) to designees of the placement agent placement agent warrants to purchase 164,700 shares of common stock with an exercise price of $0.50 per share. The exercise of the series F warrants and placement agent warrants is subject to stockholder approval of the issuance of shares of common stock issuable upon exercise of the series F warrants and the placement agent warrants.1

On ~~January~~ March 710, 2025, we issued (i) to an institutional ~~investors~~investor ~~and affiliate investors~~ in a private placement series EF warrants to purchase 2411,~~463,058 shares~~750 shares of common stock with an exercise price of $08.9000 per share and (ii) to designees of the placement agent placement agent warrants to purchase ~~147~~8,~~783~~235 shares of common stock with an exercise price of $110.~~2688~~00 per share. The exercise of the series F warrants and placement agent warrants was subject to stockholder approval of the issuance of shares of common stock issuable upon exercise of the series F warrants and the placement agent warrants which was obtained on July 17, 2025.

On ~~May~~January 187, ~~2023~~2025, we we issued (i) to aninstitutional ~~investor~~investors and affiliate investors in a private placement series CE warrants to purchase 1123,~~333,333~~153 shares of common stock ~~and~~with ~~series~~an Dexercise ~~warrants~~price of $18.00 per share and (ii) to designees of the placement agent placement agent warrants to purchase 17,~~333,333~~389 shares of common stock, ~~each~~ with an exercise price of $325.2638 per share.

On ~~July~~May 2718, ~~2022~~2023, we issued to ~~investors~~an investor in a private placement series AC warrants to purchase 166,~~289,980~~667 shares of common stock and series BD warrants to purchase 166,~~289,980~~667 shares of common stock~~. An aggregate of 59~~,~~211~~ ~~series~~each ~~A warrants and an aggregate of 59,211 series B warrants were issued to certain affiliates~~ with an exercise price of $365.8020 per share ~~and an aggregate of 1,230,769 series A warrants and an aggregate of 1,230,769 series B warrants were issued to an investor with an exercise price of $3~~.~~25 per share.~~

On July 27, 2022, we issued to ~~the~~investors ~~Placement~~in ~~Agents~~a private placement ~~agent~~series A warrants to purchase 6364,~~018~~449 shares of common stock and series B warrants to purchase 64,449 shares of common stock. An aggregate of 2,961 series A warrants and an aggregate of 2,961 series B warrants were issued to certain affiliates with an exercise price of $371.6000 per share and an aggregate of 61,538 series A warrants and an aggregate of 61,538 series B warrants were issued to an investor with an exercise price of $65.00 per share.

On July 27, 2022, we issued to the Placement Agents placement agent warrants to purchase 3,151 shares of common stock with an exercise price of $72.00.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Service-Related Issuances

The Company granted shares of common stock to certain vendors in the ordinary course of business in exchange for consulting services. The Company granted ~~353~~17,~~170~~ 658 and ~~140~~7,~~186~~009 shares of common stock for the years ended December 31, 2024, and 2023, respectively. ~~For the three months ended March 31, 2025, the Company granted 158,767 shares to certain vendors in the ordinary course of business for consulting services.~~

No underwriters were used in the foregoing transactions, and no discounts or commissions were paid. All sales of securities described above were exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) of the Securities Act, Rule 701 promulgated under the Securities Act or Regulation D promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Part II - 2

~~ITEM~~Item 16. ~~EXHIBITS~~ Exhibits

(a)

The following exhibits are filed herewith or incorporated herein by reference:

EXHIBIT INDEX

EXHIBIT NUMBER	~~EXHIBIT DESCRIPTION~~	EXHIBIT DESCRIPTION	~~FILED HEREWITH~~	FILED HEREWITH	~~INCORPORATED BY REFERENCE HEREIN FROM FORM OR SCHEDULE~~	INCORPORATED BY REFERENCE HEREIN FROM FORM OR SCHEDULE	~~FILING DATE~~	FILING DATE	~~SEC FILE/ REG. NUMBER~~	SEC FILE / REG. NUMBER
3.1	~~Certificate of Incorporation of Acurx Pharmaceuticals, Inc.~~	Certificate of Incorporation of Acurx Pharmaceuticals, Inc.			~~10-K (Exhibit 3.1)~~	10-K (Exhibit 3.1)	~~March 15, 2024~~	March 15, 2024	~~001-40536~~	001-40536
3.2	~~Bylaws of Acurx Pharmaceuticals, Inc.~~	Certificate of Amendment No. 1 to the Certificate of Incorporation, as amended.			~~10-K (Exhibit 3.2)~~	8-K (Exhibit 3.1)	~~March 15, 2024~~	July 31, 2025	~~001-40536~~	001-40536
4.1	Form of Common Stock Certificate				S-1 (Exhibit 4.1)		May 27, 2021		333-256516
3.3		Certificate of Amendment No. 2 to the Certificate of Incorporation, as amended.				8-K (Exhibit 3.1)		September 22, 2025		001-40536
4.2	Form of 2023 Pre-Funded Warrant				8-K (Exhibit 4.3)		May 17, 2023		001-40536
3.4		Bylaws of Acurx Pharmaceuticals, Inc.				10-K (Exhibit 3.2)		March 15, 2024		001-40536
4.3	Form of Series E Warrant				8-K (Exhibit 4.1)		January 7, 2025		001-40536
4.1		Form of Series A Warrant				8-K (Exhibit 4.1)		July 25, 2022		001-40536
4.4	Form of January 2025 Wainwright Warrant				8-K (Exhibit 4.2)		January 7, 2025		001-40536
4.2		Form of Series B Warrant				8-K (Exhibit 4.2)		July 25, 2022		001-40536
4.5	Form of Series F Warrant				8-K (Exhibit 4.1)		March 10, 2025		001-40536
4.3		Form of Placement Agent Warrant				8-K (Exhibit 4.4)		July 25, 2022		001-40536
4.6	Form of Pre-Funded Warrant				8-K (Exhibit 4.2)		March 10, 2025		001-40536
4.4		Form of Series C Warrant				8-K (Exhibit 4.1)		May 17, 2023		001-40536
4.7	Form of March 2025 Wainwright Warrant				8-K (Exhibit 4.3)		March 10, 2025		001-40536
4.5		Form of Series D Warrant				8-K (Exhibit 4.2)		May 17, 2023		001-40536
4.8	Form of Common Stock Certificate				S-1 (Exhibit 4.1)		May 27, 2021		333-256516
4.6		Form of 2023 Pre-Funded Warrant				8-K (Exhibit 4.3)		May 17, 2023		001-40536
4.9	Form of series G-1 Warrant				8-K (Exhibit 4.1)		June 20, 2025		001-40536
4.7		Form of Series E Warrant				8-K (Exhibit 4.1)		January 7, 2025		001-40536
4.10	Form of Series G-2 Warrant				8-K (Exhibit 4.2)		June 20, 2025		001-40536
4.8		Form of January 2025 Wainwright Warrant				8-K (Exhibit 4.2)		January 7, 2025		001-40536
4.11	Form of June 2025 Wainwright Warrant				8-K (Exhibit 4.3)		June 20, 2025		001-40536
4.9		Form of Series F Warrant				8-K (Exhibit 4.1)		March 10, 2025		001-40536
5.1	Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.		X
4.10		Form of Pre-Funded Warrant				8-K (Exhibit 4.2)		March 10, 2025		001-40536
10.1.1+	Acurx Pharmaceuticals, Inc. 2021 Equity Incentive Plan				S-1 (Exhibit 10.9)		May 27,2021		333-256516
4.11		Form of March 2025 Wainwright Warrant				8-K (Exhibit 4.3)		March 10, 2025		001-40536
10.1.2+	Form of Stock Option Agreement under the 2021 Equity Incentive Plan				S-8 (Exhibit 99.2)		July 19, 2021		333-258026
4.12		Form of G-1 Warrant				8-K (Exhibit 4.1)		June 20, 2025		001-40536
10.1.3+	Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan.				S-8 (Exhibit 99.3)		July 19, 2021		333-258026
4.13		Form of G-2 Warrant				8-K (Exhibit 4.2)		June 20, 2025		001-40536
10.1.4+	Form of Recapitalization Exchange Option Agreement				S-8 (Exhibit 99.4)		July 19, 2021		333-258026
4.14		Form of June 2025 Wainwright Warrant				8-K (Exhibit 4.3)		June 20, 2025		001-40536
10.2+	Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and Robert J. DeLuccia, dated May 25, 2021				S-1 (Exhibit 10.6)		May 27, 2021		333-256516
4.15		Form of Common Stock Certificate				S-1 (Exhibit 4.1)		May 27, 2021		333-256516
5.1		Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.		X
10.1		Form of Indemnification Agreement				S-1 (Exhibit 10.1)		May 27, 2021		333-256516
10.2		Form of Securities Purchase Agreement				S-1 (Exhibit 10.2)		May 27, 2021		333-25651
10.3		Form of Warrant				S-1 (Exhibit 10.3)		May 27, 2021		333-256516
10.4		Form of Common Stock Purchase Warrant				S-1 (Exhibit 10.4)		May 27, 2021		333-256516
10.5		Form of Investor Rights Agreement, by and between the Registrant and certain purchasers				S-1 (Exhibit 10.5)		May 27, 2021		333-256516
10.6.1+		Acurx Pharmaceuticals, Inc. 2021 Equity Incentive Plan				S-1 (Exhibit 10.9)		May 27, 2021		333-256516
10.6.2+		Form of Stock Option Agreement under the 2021 Equity Incentive Plan				S-8 (Exhibit 99.2)		July 19, 2021		333-258026
10.6.3+		Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan.				S-8 (Exhibit 99.3)		July 19, 2021		333-258026
10.6.4+		Form of Recapitalization Exchange Option Agreement				S-8 (Exhibit 99.4)		July 19, 2021		333-258026
10.7+		Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and Robert J. DeLuccia, dated May 25, 2021				S-1 (Exhibit 10.6)		May 27, 2021		333-256516

Part II - 3

10.3+	Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and David P. Luci, dated May 25, 2021				S-1 (Exhibit 10.7)		May 27, 2021		333-256516
EXHIBIT NUMBER		EXHIBIT DESCRIPTION		FILED HEREWITH		INCORPORATED BY REFERENCE HEREIN FROM FORM OR SCHEDULE		FILING DATE		SEC FILE / REG. NUMBER
10.4+	Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and Robert Shawah, dated May 25, 2021				S-1 (Exhibit 10.8)		May 27, 2021		333-256516
10.8+		Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and David P. Luci, dated May 25, 2021				S-1 (Exhibit 10.7)		May 27, 2021		333-256516
10.5	Master Clinical Services Agreement, dated October 11, 2019, by and between Acurx Pharmaceuticals, Inc. and Syneos Health, LLC.				S-1 (Exhibit 10.10)		May 27, 2021		333-256516
10.9+		Amended and Restated Employment Agreement, by and between Acurx Pharmaceuticals, Inc. and Robert Shawah, dated May 25, 2021				S-1 (Exhibit 10.8)		May 27, 2021		333-256516
10.6#	Asset Purchase Agreement, dated February 5, 2018, by and between Acurx Pharmaceuticals, Inc. and GLSynthesis Inc.				S-1 (Exhibit 10.11)		May 27, 2021		333-256516
10.10		Master Clinical Services Agreement, dated October 11, 2019, by and between Acurx Pharmaceuticals, Inc. and Syneos Health, LLC.				S-1 (Exhibit 10.10)		May 27, 2021		333-256516
10.7	Form of Securities Purchase Agreement, dated as of May 16, 2023, by and among Acurx Pharmaceuticals, Inc. and the purchasers party thereto				8-K (Exhibit 10.1)		May 17, 2023		001-40536
10.11#		Asset Purchase Agreement, dated February 5, 2018, by and between Acurx Pharmaceuticals, Inc. and GLSynthesis Inc.				S-1 (Exhibit 10.11)		May 27, 2021		333-256516
10.8	Form of Warrant Amendment Agreement, dated May 16, 2023, by and between Acurx Pharmaceuticals, Inc. and the Investor				8-K (Exhibit 10.2)		May 17, 2023		001-40536
10.12		Form of Securities Purchase Agreement, dated as of May 16, 2023, by and among Acurx Pharmaceuticals, Inc. and the purchasers party thereto				8-K (Exhibit 10.1)		May 17, 2023		001-40536
10.9	Sales Agreement, dated as of November 15, 2023, between Acurx Pharmaceuticals, Inc. and A.G.P/Alliance Global Partners.				8-K (Exhibit 1.1)		November 15, 2023		001-40536
10.13		Form of Warrant Amendment Agreement, dated May 16, 2023, by and between Acurx Pharmaceuticals, Inc. and the Investor				8-K (Exhibit 10.2)		May 17, 2023		001-40536
10.10	Form of Securities Purchase Agreement, dated as of January 6, 2025, by and among Acurx Pharmaceuticals, Inc. and the purchasers party thereto.				8-K (Exhibit 10.1)		January 7, 2025		001-40536
10.14		Sales Agreement, dated as of November 15, 2023, between Acurx Pharmaceuticals, Inc. and A.G.P/Alliance Global Partners.				8-K (Exhibit 1.1)		November 15, 2023		001-40536
10.11	Form of Securities Purchase Agreement, dated as of March 6, 2025, by and between Acurx Pharmaceuticals, Inc. and the purchaser party thereto.				8-K (Exhibit 10.1)		March 10, 2025		001-40536
10.15		Form of Securities Purchase Agreement, dated as of January 6, 2025, by and among Acurx Pharmaceuticals, Inc. and the purchasers party thereto.				8-K (Exhibit 10.1)		January 7, 2025		001-40536
10.12	Purchase Agreement, dated as of May 8, 2025, by and between Acurx Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC.				8-K (Exhibit 10.1)		May 8, 2025		001-40536
10.16		Form of Securities Purchase Agreement, dated as of March 6, 2025, by and between Acurx Pharmaceuticals, Inc. and the purchaser party thereto.				8-K (Exhibit 10.1)		March 10, 2025		001-40536
10.12	Registration Rights Agreement, dated as of May 8, 2025, between Acurx Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC.				8-K (Exhibit 10.2)		May 8, 2025		001-40536
10.17		Purchase Agreement, dated as of May 8, 2025, by and between Acurx Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC.				8-K (Exhibit 10.1)		May 8, 2025		001-40536
10.13	Form of Letter Agreement				8-K (Exhibit 10.1)		June 20, 2025		001-40536
10.18		Registration Rights Agreement, dated as of May 8, 2025, by and between Acurx Pharmaceuticals, Inc. and Lincoln Park Capital Fund, LLC.				8-K (Exhibit 10.2)		May 8, 2025		001-40536
21.1	Subsidiaries				10-K (Exhibit 21.1)		March 17, 2025		001-40536
10.19		Form of Letter Agreement, dated as of June 17, 2025, by and between Acurx Pharmaceuticals, Inc. and the holder party thereto.				8-K (Exhibit 10.1)		June 20, 2025		001-40536
23.1	Consent of CohnReznick LLP, independent registered public accounting firm		X
21.1		Subsidiaries				10-K (Exhibit 21.1)		March 17, 2025		001-40536
23.2	Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)		X
23.1		Consent of CohnReznick LLP, independent registered public accounting firm		X
24.1	Power of attorney (included on the signature page)		X
23.2		Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)		X
107	Filing Fee Table		X
24.1		Power of attorney (included on the signature page)		X
107		Filing Fee Table		X

#Part ~~Certain~~II ~~confidential~~- portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. + Denotes management compensation plan or contract.4

~~ITEM~~# ~~17.~~Certain ~~UNDERTAKINGS~~confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

We+ ~~hereby~~Denotes ~~undertake:~~management compensation plan or contract.

~~(1) To~~Item ~~file,~~17. ~~during any period in which offers or sales are being made, a post-effective amendment to this registration statement:~~Undertakings

~~(i) To~~We ~~include any~~hereby ~~prospectus required by section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);~~undertake:

II(1) To file, during any period in which offers or sales are being made, a post-4effective amendment to this registration statement:

(iii) To ~~reflect~~ ininclude ~~the~~any prospectus ~~any~~required ~~facts~~by orsection ~~events arising after the effective date of the registration statement~~ 10(~~or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent~~ a ~~fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered~~ )(~~if the total dollar value of securities offered would not exceed that which was registered~~3) ~~and any deviation from the low or high end~~ of the ~~estimated~~Securities ~~maximum~~Act ~~offering range may be reflected in the form~~ of ~~prospectus~~1933 ~~filed with the SEC pursuant to Rule 424~~(~~b) if, in~~ the ~~aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the~~ “~~Calculation~~Securities ~~of Registration Fee~~Act” ~~table in the effective registration statement~~); ~~and~~

(~~iii~~ii) To ~~include~~ reflect in the prospectus any ~~material~~facts ~~information~~or ~~with~~events ~~respect~~arising toafter the ~~plan~~effective date of ~~distribution~~the ~~not~~registration ~~previously~~statement ~~disclosed~~(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any ~~material~~ ~~change~~deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to ~~such~~Rule ~~information~~424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~(5) That, for~~Part ~~purposes~~II of- determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.5

(65) ~~Insofar as~~ ~~indemnification~~That, for ~~liabilities~~purposes ~~arising~~of determining any liability under the Securities Act ~~may be permitted to directors~~, ~~officers,~~each ~~and~~filing ~~controlling persons~~ of the registrant’s annual report pursuant to ~~the~~Section ~~foregoing~~13(a) ~~provisions,~~ or ~~otherwise,~~Section ~~the~~15(d) ~~registrant has been advised that, in the opinion~~ of the ~~SEC, such~~Exchange ~~indemnification is against public policy as expressed in the Securities~~ Act ~~and~~that is, ~~therefore,~~incorporated ~~unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment~~ by ~~the~~reference ~~registrant of expenses incurred or paid by a director, officer or controlling person of the registrant~~ in the ~~successful~~registration ~~defense~~statement ofshall ~~any~~be ~~action,~~deemed ~~suit~~to orbe ~~proceeding)~~a isnew ~~asserted~~registration bystatement ~~such~~relating ~~director, officer,~~to ~~or controlling person in connection with~~ the securities ~~being~~offered ~~registered~~therein, ~~the~~and ~~registrant will, unless in~~ the ~~opinion~~offering of ~~its counsel~~such ~~the~~securities ~~matter~~at ~~has~~that ~~been~~time ~~settled~~shall bybe ~~controlling~~deemed ~~precedent, submit~~ to ~~a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will~~ be ~~governed by~~ the ~~final~~initial ~~adjudication~~bona offide ~~such issue~~offering thereof.

~~II-5~~(6) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~SIGNATURES~~Part II - 6

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 14, 2025.SIGNATURES

~~ACURX~~Pursuant ~~PHARMACEUTICALS~~to the requirements of the Securities Act of 1933, ~~INC~~the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 20, 2025.

	By:	/s/ David P. Luci
		David P. Luci
		President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned directors and officers of Acurx Pharmaceuticals, Inc., hereby severally constitute and appoint David P. Luci and Robert Shawah, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-1 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of Acurx Pharmaceuticals, Inc., and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	~~DATE~~	DATE
/s/ David P. Luci	President, Chief Executive Officer and Director	~~July 14, 2025~~	October 20, 2025
David P. Luci	(Principal Executive Officer)
/s/ Robert G. Shawah	Chief Financial Officer	~~July 14, 2025~~	October 20, 2025
Robert G. Shawah	(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert J. DeLuccia	Executive Chairman	July 14, 2025
/s/ Robert J. Deluccia	Executive Chairman		October 20, 2025
Robert J. DeLuccia
Robert J. Deluccia
/s/ Carl V. Sailer	Director	~~July 14, 2025~~	October 20, 2025
Carl V. Sailer
/s/ Joseph C. Scodari	Director	~~July 14, 2025~~	October 20, 2025
Joseph C. Scodari
/s/ Thomas Harrison	Director	~~July 14, 2025~~	October 20, 2025
Thomas Harrison
/s/ Jack H. Dean	Director	~~July 14, 2025~~	October 20, 2025
Jack H. Dean
/s/ James Donohue	Director	~~July 14, 2025~~	October 20, 2025
James Donohue

IIS-6 1

Filing Compare · Acurx Pharmaceuticals, Inc.