Acurx Pharmaceuticals (ACXP) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 17, 2025, allowing shareholders to attend, vote, and ask questions online, with the aim of increasing participation and reducing costs and environmental impact.

• Shareholders will vote on six key proposals, including director elections, auditor ratification, a reverse stock split, warrant and equity issuances, and an equity plan amendment.

• The board recommends approval of all proposals and outlines procedures for voting, proxy changes, and quorum requirements.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms expiring in 2028.

• Ratification of CohnReznick LLP as independent auditor for fiscal year 2025.

• Approval of a reverse stock split at a ratio between 1:10 and 1:30, at the board's discretion, to maintain Nasdaq listing compliance.

• Approval of share issuances related to Series F and Wainwright Warrants, and to Lincoln Park Capital Fund, each potentially exceeding 20% of outstanding shares.

• Amendment to the 2021 Equity Incentive Plan to increase available shares from 177,448 to 2,677,448.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are provided.

Board of directors and corporate governance

• The board consists of seven members divided into three classes, with two nominees (Carl V. Sailer and Thomas Harrison) up for election.

• Five directors are considered independent under Nasdaq rules.

• The board separates the roles of CEO and executive chairman to enhance oversight and governance.

• Committees include Audit (three independent members), Compensation (three independent members), but no standing nominating committee.

• Directors and officers have entered into indemnification agreements.