Acurx Pharmaceuticals, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS. ACURX PHARMACEUTICALS, INC. CONDENSED INTERIM BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2021 2020 ​ ​ (unaudited) ​ ​ ASSETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CURRENT ASSETS ​ ​ Cash ​ $ 14,459,046 ​ $ 3,175,411 Prepaid Expenses ​ 530,582 ​ 48,609 TOTAL ASSETS ​ $ 14,989,628 ​ $ 3,224,020 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND MEMBERS' AND SHAREHOLDERS' EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ CURRENT LIABILITIES ​ ​ Accounts Payable and Accrued Expenses ​ $ 712,437 ​ $ 455,931 Paycheck Protection Program Loan ​ — ​ 16,625 TOTAL CURRENT LIABILITIES ​ 712,437 ​ 472,556 ​ ​ ​ ​ ​ ​ ​ NONCURRENT LIABILITIES ​ ​ Paycheck Protection Program Loan ​ — ​ 49,878 TOTAL LIABILITIES ​ 712,437 ​ 522,434 ​ ​ ​ ​ ​ ​ ​ COMMITMENTS AND CONTINGENCIES ​ ​ ​ ​ ​ ​ ​ ​ ​ MEMBERS' AND SHAREHOLDERS' EQUITY ​ ​ Members' Equity, Class A ​ — ​ 16,402,198 Members' Equity, Class B ​ ​ — ​ 100,000 Common Stock; $ .001 par value, 200,000,000 shares authorized, 10,126,903 shares issued and outstanding at September 30, 2021 ​ 10,127 ​ — Additional Paid-In capital ​ 38,188,287 ​ — Accumulated Deficit ​ ( 23,921,223 ) ​ ( 13,800,612 ) TOTAL MEMBERS' AND SHAREHOLDERS' EQUITY ​ 14,277,191 ​ 2,701,586 ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES AND MEMBERS' AND SHAREHOLDERS' EQUITY ​ $ 14,989,628 ​ $ 3,224,020 ​ See accompanying notes to the condensed interim financial statements. ​ 5 Table of Contents ACURX PHARMACEUTICALS, INC. CONDENSED INTERIM STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, ​ September 30, ​ 2021 2020 2021 2020 ​ ​ (unaudited) (unaudited) (unaudited) (unaudited) OPERATING EXPENSES ​ ​ ​ ​ ​ Research and Development ​ $ 1,126,972 ​ $ 659,977 ​ $ 1,313,954 ​ $ 1,745,446 General and Administrative ​ 3,515,250 ​ 654,569 ​ 8,873,160 ​ 1,761,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL OPERATING EXPENSES ​ 4,642,222 ​ 1,314,546 ​ 10,187,114 ​ 3,507,007 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gain on forgiveness of Paycheck Protection Program Loan ​ — ​ — ​ 66,503 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET LOSS ​ $ ( 4,642,222 ) ​ $ ( 1,314,546 ) ​ $ ( 10,120,611 ) ​ $ ( 3,507,007 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LOSS PER SHARE ​ ​ ​ ​ ​ ​ ​ ​ Basic and diluted net loss per common share/units ​ $ ( 0.46 ) ​ $ ( 0.21 ) ​ $ ( 1.27 ) ​ $ ( 0.58 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average pro forma shares outstanding basic and diluted ​ 10,116,403 ​ 6,266,584 ​ 7,988,563 ​ 6,037,254 ​ See accompanying notes to the condensed interim financial statements. ​ ​ 6 Table of Contents ACURX PHARMACEUTICALS, INC. CONDENSED INTERIM STATEMENTS OF CHANGES IN MEMBERS’ AND SHAREHOLDERS’ EQUITY (unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Membership Interests ​ Class B Membership Interests ​ Common Stock ​ Additional ​ Accumulated ​ Total ​ Number of Units Amount Number of Units Amount Shares Amount Paid-In Capital Deficit Members' Equity Balance at January 1,2020 11,058,666 ​ $ 9,920,428 100,000 ​ $ 100,000 — ​ $ — ​ $ — ​ $ ( 9,200,574 ) ​ $ 819,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Offerings, net of issuance costs of $ 51,409 182,002 ​ 454,980 — ​ — — ​ — ​ — ​ — ​ 454,980 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Compensation Settled with Membership Interests 312,680 ​ 781,700 — ​ — — ​ — ​ — ​ — ​ 781,700 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation 136,111 ​ 166,667 — ​ — — ​ — ​ — ​ — ​ 166,667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors 57,440 ​ 181,100 — ​ — — ​ — ​ — ​ — ​ 181,100 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss — ​ — — ​ — — ​ — ​ — ​ ( 1,279,101 ) ​ ( 1,279,101 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2020 11,746,899 ​ ​ 11,504,875 100,000 ​ ​ 100,000 — ​ — ​ — ​ ​ ( 10,479,675 ) ​ ​ 1,125,200 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation 136,111 ​ 166,666 — ​ — — ​ — ​ — ​ — ​ 166,666 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors 49,438 ​ 161,096 — ​ — — ​ — ​ — ​ — ​ 161,096 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss — ​ — — ​ — — ​ — ​ — ​ ( 913,360 ) ​ ( 913,360 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2020 11,932,448 ​ ​ 11,832,637 100,000 ​ ​ 100,000 — ​ — ​ — ​ ​ ( 11,393,035 ) ​ ​ 539,602 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Private Placement Offerings ​ 533,900 ​ ​ 1,735,073 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,735,073 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation ​ 138,676 ​ ​ 175,000 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 175,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors ​ 28,967 ​ ​ 131,645 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 131,645 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 1,314,546 ) ​ ​ ( 1,314,546 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2020 ​ 12,633,991 ​ $ 13,874,355 ​ 100,000 ​ $ 100,000 ​ — ​ $ — ​ $ — ​ $ ( 12,707,581 ) ​ $ 1,266,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at January 1,2021 ​ 13,493,807 ​ $ 16,402,198 ​ 100,000 ​ $ 100,000 ​ — ​ $ — ​ $ — ​ $ ( 13,800,612 ) ​ $ 2,701,586 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Compensation Settled with Membership Interests ​ 57,430 ​ ​ 186,650 ​ 471,042 ​ ​ 730,115 ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 916,765 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cancellation of Class B Issuance ​ - ​ ​ — ​ ( 471,042 ) ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation ​ 143,814 ​ ​ 191,667 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 191,667 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors ​ 30,145 ​ ​ 135,471 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 135,471 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 1,474,330 ) ​ ​ ( 1,474,330 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2021 ​ 13,725,196 ​ ​ 16,915,986 ​ 100,000 ​ ​ 830,115 ​ — ​ ​ — ​ ​ — ​ ​ ( 15,274,942 ) ​ ​ 2,471,159 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation ​ 257,122 ​ ​ 563,889 ​ — ​ ​ — ​ — ​ ​ — ​ ​ 1,655,885 ​ ​ — ​ ​ 2,219,774 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors ​ — ​ ​ 37,500 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 37,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Corporate Conversion ​ ( 13,982,318 ) ​ ​ ( 17,517,375 ) ​ ( 100,000 ) ​ ​ ( 830,115 ) ​ 7,041,208 ​ ​ 7,041 ​ ​ 18,340,449 ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial Public Offering, net of $ 2,452,868 cash issuance costs ​ — ​ ​ — ​ — ​ ​ — ​ 2,875,000 ​ ​ 2,875 ​ ​ 14,794,257 ​ ​ — ​ ​ 14,797,132 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 4,004,059 ) ​ ​ ( 4,004,059 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2021 ​ — ​ ​ — ​ — ​ ​ — ​ 9,916,208 ​ ​ 9,916 ​ ​ 34,790,591 ​ ​ ( 19,279,001 ) ​ ​ 15,521,506 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,070,637 ​ ​ — ​ ​ 2,070,637 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share-Based Payments to Vendors ​ — ​ ​ — ​ — ​ ​ — ​ 210,695 ​ ​ 211 ​ ​ 1,327,059 ​ ​ — ​ ​ 1,327,270 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 4,642,222 ) ​ ​ ( 4,642,222 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2021 ​ — ​ $ — ​ — ​ $ — ​ 10,126,903 ​ $ 10,127 ​ $ 38,188,287 ​ $ ( 23,921,223 ) ​ $ 14,277,191 ​ See accompanying notes to the condensed interim financial statements. ​ ​ 7 Table of Contents ACURX PHARMACEUTICALS, INC. CONDENSED INTERIM STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ 2021 2020 ​ ​ (unaudited) ​ (unaudited) Cash Flow from Operating Activities: ​ ​ Net loss ​ $ ( 10,120,611 ) ​ $ ( 3,507,007 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Share-Based Compensation ​ 4,482,078 ​ 508,333 Share-Based Payments to Vendors ​ 1,500,241 ​ 473,841 Executive Compensation Settled with Membership Interests ​ 916,765 ​ 781,700 Gain on forgiveness of Paycheck Protection Program Loan ​ ( 66,503 ) ​ — (Increase) / Decrease in: ​ ​ Prepaid Expenses ​ ( 481,973 ) ​ 40,011 Accounts Payable and Accrued Expenses ​ 256,506 ​ ( 688,682 ) ​ ​ ​ ​ ​ ​ ​ Net Cash Used in Operating Activities ​ ( 3,513,497 ) ​ ( 2,391,804 ) ​ ​ ​ ​ ​ ​ ​ Cash Flow from Financing Activities: ​ ​ Proceeds from Advanced Receipts of Private Placement Offerings ​ — ​ 1,058,554 Proceeds from Paycheck Protection Program Loan ​ — ​ 66,503 Proceeds from Initial Public Offering, net of issuance costs ​ 14,797,132 ​ — Proceeds from Private Placement Offerings, net of issuance costs ​ — ​ 2,190,053 ​ ​ ​ ​ ​ ​ ​ Net Cash Provided by Financing Activities ​ 14,797,132 ​ 3,315,110 ​ ​ ​ ​ ​ ​ ​ Net Increase in Cash ​ 11,283,635 ​ 923,306 ​ ​ ​ ​ ​ ​ ​ Cash at Beginning of Period ​ 3,175,411 ​ 2,483,322 ​ ​ ​ ​ ​ ​ ​ Cash at End of Period ​ $ 14,459,046 ​ $ 3,406,628 ​ See accompanying notes to the condensed interim financial statements. ​ ​ ​ ​ 8 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 – NATURE OF OPERATIONS Business: Acurx Pharmaceuticals, Inc., a Delaware corporation, formerly Acurx Pharmaceuticals, LLC (the “Company”) is a publicly-held, clinical stage biopharmaceutical company formed in July 2017, with operations commencing in February 2018. The Company is focused on developing novel antibiotics that address difficult to treat bacterial infections. The Company’s approach is to develop antibiotic candidates that could potentially block an entirely new molecular target, the DNA polymerase IIIC (“Pol IIIC”) enzyme, and its research and development pipeline includes early stage Pol IIIC antibiotic candidates that target other Gram-positive bacteria, including Methicillin-Resistant Staphylococcus aureus (“MRSA”), Vancomycin-Resistant Enterococcus (“VRE”) and Penicillin-Resistant Streptococcus pneumoniae (“PRSP”). The Pol IIIC enzyme is the primary catalyst for the replication of DNA in certain Gram-positive bacterial cells. In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak caused major disruptions to businesses and markets worldwide as the virus continued to spread. The COVID-19 pandemic has disrupted, and the Company expects it will continue to disrupt, its operations. The extent of the effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and governmental, regulatory and private sector responses, all of which are uncertain and difficult to predict. Although the Company is unable to estimate the financial effect of the pandemic, at this time, if the pandemic continues over a long period of time, it could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. The financial statements do not reflect any adjustments as a result of the pandemic. In February 2018, the Company purchased the active pharmaceutical ingredient, the intellectual property and other rights to an antibiotic product candidate known as GLS362E (renamed ACX-362E and now approved for non-proprietary name, ibezapolstat) (the “Asset”) from GLSynthesis, Inc. The Company paid $ 110,174 in cash, along with granting 100,000 Class B Membership Interests, profits interests as defined in the operating agreement, with an exercise price of $ 0.10 per share. The Company was also required to make certain milestone payments totaling $ 700,000 in aggregate if certain milestones are achieved, $ 50,000 of which has already been paid by the Company and royalty payments equal to 4 % of net sales for a period of time equal to the last to expire of any applicable patents, as defined in the asset purchase agreement. The purchase of the Asset has resulted in our lead antibiotic product candidate, ibezapolstat, which targets the treatment of Clostridium difficile Infections (“CDI”). The Company’s primary activities since inception have included organizational activities and performing research and development activities relating to the development of its two antibiotic candidates and raising funds through equity offerings including its initial public offering (“IPO”) consummated in June 2021. The Company has not generated any revenues since inception. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company has needed to raise capital from sales of its securities to sustain operations. On June 29, 2021, the Company completed the IPO issuing 2,875,000 shares of common stock at a price of $ 6.00 per share, with gross proceeds of approximately $ 17.3 million. As of September 30, 2021, the Company had a cash balance of approximately $ 14.5 million. Management believes that the Company will continue to incur losses for the foreseeable future and will need additional resources to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional equity financing and grant funding, but cannot assure that such financing and funding will be available at acceptable terms, or at all. The accompanying unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that the Company’s research and development will be successfully completed or that any Company product candidate will be approved by the Food and Drug Administration (“FDA”) or any other worldwide regulatory authority or become commercially viable. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with FDA and other governmental regulations and approval requirements. 9 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the United States Securities Exchange Commission for interim reporting. In the opinion of management, these unaudited interim financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The unaudited interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Management believes that the disclosures provided herein are adequate when these unaudited interim financial statements are read in conjunction with the audited financial statements and notes thereto as of December 31, 2020. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Federal Income Taxes The Company estimates an annual effective tax rate of 0 % as the Company incurred losses for the nine months ended September 30, 2021 and is forecasting additional losses through year-end, resulting in an estimated net loss for both financial statement and tax purposes. Therefore, no current federal or state income tax expense has been recorded in the financial statements. Based on the Company’s history of generating operating losses and its anticipation of operating losses for the foreseeable future, the Company has determined that it is more likely than not that the tax benefits from those net operating losses would not be realized and a full valuation allowance against all deferred tax assets has been recorded. Should the Company’s assessment change, tax benefits associated with the historic net operating loss carryforwards would be limited due to the ownership change. Prior to the Company’s corporate conversion in June 2021, the Company was organized as a limited liability company. As such, the Company was not a tax paying entity for federal income tax purposes and, therefore, no income tax expense has been recorded in the financial statements. Income or losses of the Company was passed through to the members for inclusion in their respective income tax returns. Concentration of Credit Risk The Company maintains its cash balance in one financial institution. The balance is insured up to the maximum allowable by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk of loss on cash. At times, the cash balance may exceed the maximum insured limit of the FDIC. As of September 30, 2021, the Company had cash of $ 14.5 million in U.S. bank accounts which were not fully insured by the FDIC. Guaranteed Payments to Members Prior to the corporate conversion, guaranteed payments to members of the Company that were designated to represent reasonable compensation for services rendered, were accounted for as Company expenses rather than an allocation of the Company’s net income. 10 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) Research and Development In accordance with Accounting Standards Codification Topic No. 730, Accounting for Research and Development Costs, the Company expenses research and development costs when incurred. At times, the Company may make cash advances for future research and development services. These amounts are deferred and expensed in the period the service is provided. Share-Based Compensation The Company accounts for the cost of services performed by officers and directors received in exchange for an award of Company membership interests, common stock or stock options, based on the grant-date fair value of the award. The Company recognizes compensation expense based on the vesting period. Share-Based Payments to Vendors The Company accounts for the cost of services performed by vendors in exchange for an award of Company membership interests, common stock, or stock options, based on the grant-date fair value of the award or the fair value of the services rendered; whichever is more readily determinable. Such fair value is measured as of the date the services or the date performance by the other party is complete. The Company recognizes the expense in the same period and in the same manner as if the Company had paid cash for the services. Foreign Currency Transactions The financial statements are presented in U.S. dollars (“USD”), the reporting currency of the Company. The Company may engage in transactions denominated in other foreign currencies. These transactions were translated to USD at rates which approximate those in effect on the transaction dates. Monetary assets and liabilities denominated in foreign currencies at year-end will be translated at exchange rates in effect as of those dates. Nonmonetary assets and liabilities are translated at appropriate historical rates. Major Vendor The Company had a major vendor that accounted for approximately 52 % and 59 % of the research and development expenditures for the three months ended September 30,2021 and 2020, and 45 % and 40 % for the nine months ended September 30, 2021 and 2020, respectively. The same vendor also accounted for approximately 11 % and 6 % of the total accounts payable and accrued expenses at September 30, 2021, and December 31, 2020, respectively. The Company continues to maintain this vendor relationship and anticipates incurring significant expenses with this vendor over the next 12 months. ​ NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of September 30, 2021 and December 31, 2020 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2021 December 31, 2020 Accrued compensation expenses ​ $ 252,117 ​ $ 317,068 Accrued research and development ​ 314,984 ​ 89,156 Accrued professional fees ​ 133,194 ​ 49,707 Other accounts payable and accrued expenses ​ 12,142 ​ — Total ​ $ 712,437 ​ $ 455,931 ​ ​ 11 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 4 – PAYCHECK PROTECTION PROGRAM LOAN In May 2020, the Company received a Paycheck Protection Program (“PPP”) loan under the CARES Act, as administered by the U.S. Small Business Administration (”SBA”) in the amount of $ 66,503 . The Company did not provide any collateral or guarantees in connection with the PPP loan, nor did the Company pay any facility charge to obtain the PPP loan. In May 2021, the Company was notified by its financial institution that the Paycheck Protection Program loan had been forgiven. The Company has accordingly reduced the full amount of the liability and recorded a gain on the forgiveness of debt in the statement of operations. ​ NOTE 5 – EXECUTIVE COMPENSATION The Company’s co-founders and original two executives received compensation pursuant to employment agreements effective January 2018 (the “Original Agreements”). The Original Agreements stipulated that the executives would receive a base salary of $ 277,000 per annum, of which a portion was payable with the issuance of Class A Membership Interests of the Company at the most recent offering price when the service was rendered. The Company also employs a third executive on a part-time basis for $ 7,500 per month, of which a portion was payable with the issuance of Class A Membership Interests during 2018. The Company did no t issue any Class A Membership Interests to executives in 2019. In 2019, the three executives executed waiver letters, deferring any unpaid compensation per their Original Agreements until the later to occur of (1) the date upon which the Company has raised $ 2.5 million from equity/debt offerings and/or grants equal to $ 2.5 million, and (2) January 15, 2020. Accrued deferred compensation per their Original Agreements was recorded in the amount of $ 0 and $ 104,000 as of September 30, 2021 and December 31, 2020, respectively. In January 2020, the Company issued 312,680 Class A Membership Interests at $ 2.50 per unit to its three executives to settle unpaid year-end compensation for 2019 and a year-end bonus award, which was approved by the board of directors. The year-end bonus component was equal to 244,860 Class A Membership Interests. In January 2021, the Company issued 57,430 Class A Membership Interests to two of its executives to settle unpaid year-end bonus award and deferred compensation, which was approved by the board of directors. The year-end bonus component was equal to 38,353 Class A Membership Interests, which was included as accrued compensation. In January 2021, the Company also amended the employment agreements for the three executives. The Company’s board of directors also approved certain grants to members of management as a component of year-end compensation, authorizing the issuance of 1,540,000 Class B Membership Interests to its three executives, as well as 75,000 Class B Membership Interests which were granted to non-employee management team members. The Class B Membership Interests are profits interests with a defined exercise price of $ 3.25 per interest, the Company’s most recent financing offering price. In March 2021, the Company along with its three executives and non-employee management team agreed voluntarily to cancel the aforementioned equity grants. The Company granted options to purchase 770,000 shares of the Company’s common stock in June 2021 to the three -member management team in replacement of the cancelled year-end grants described above. The Company is currently managed by three executives, in each case pursuant to new employment agreements effective June 29, 2021. ​ 12 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 6 – ISSUANCE OF EQUITY INTERESTS The Company consummated two private placement equity offerings in 2018 in a total of four closings. These offerings were consummated at $ 1.00 per share and $ 1.50 per share, respectively, and both included 50 % warrant coverage. Thereafter, on March 29, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $ 2.00 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 277,000 units, comprised of 277,000 Class A Membership Interests and warrants to purchase up to 138,500 additional Class A Membership Interests for gross proceeds of $ 554,000 . Each warrant, exercisable for 10 years from March 29, 2019, has an exercise price of $ 2.00 per Class A Membership Interest. On August 8, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $ 2.00 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 1,248,750 units, comprised of 1,248,750 Class A Membership Interests and warrants to purchase up to 624,375 additional Class A Membership Interests for gross proceeds of $ 2,497,500 . Each warrant, exercisable for 10 years from August 8, 2019, has an exercise price of $ 2.00 per Class A Membership Interest. On October 18, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $ 2.00 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 483,501 units, comprised of 483,501 Class A Membership Interests and warrants to purchase up to 241,751 additional Class A Membership Interests for gross proceeds of $ 967,000 . Each warrant, exercisable for 10 years from October 18, 2019, has an exercise price of $ 2.00 per Class A Membership Interest. On January 6, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $ 2.50 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -fourth of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 182,002 units, comprised of 182,002 Class A Membership Interests and warrants to purchase up to 45,501 additional Class A Membership Interests for gross proceeds of $ 455,005 . The proceeds were received in 2019 and were recorded as advanced receipts of equity subscriptions. Each warrant, exercisable for 10 years from January 6, 2020, has an exercise price of $ 2.50 per Class A Membership Interest. On July 20, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests at a purchase price of $ 3.25 per unit. The Company issued and sold an aggregate of 533,900 Class A Membership Interests for gross proceeds of $ 1,735,175 . There were no warrants included in this private placement. On October 16, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests at a purchase price of $ 3.25 per unit. The Company issued and sold an aggregate of 705,727 Class A Membership Interests for gross proceeds of $ 2,293,613 . There were no warrants included in this private placement. On June 23, 2021, Acurx Pharmaceuticals, LLC was converted into a corporation and renamed Acurx Pharmaceuticals, Inc. The Company’s certificate of incorporation authorizes 200,000,000 shares of common stock of which 10,126,903 were outstanding as of September 30, 2021. On June 29, 2021, the Company completed an IPO issuing 2,875,000 shares of common stock at a price of $ 6.00 per share, resulting in net proceeds of approximately $ 14.8 million, with cash issuance costs of approximately $ 2.4 million. The outstanding Class A and Class B Membership Interests were converted to shares of common stock pursuant to a conversion ratio of one-for-two of the Membership Interests outstanding, resulting in the conversion of 14,082,318 Class A and Class B Membership Interests into 7,041,208 shares of common stock. Warrants to purchase Class A Membership Interests were converted to warrants to purchase common stock at the same ratio, resulting in 1,437,577 warrants to purchase common stock. ​ 13 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 7 – SHARE-BASED COMPENSATION While the Company was a limited liability company in its pre-IPO phase of corporate development, the Company granted performance-based awards of restricted Class A Membership Interests to board members and corporate advisory council members in exchange for services. All of these awards of membership interests became fully vested upon consummation of the Company’s corporate conversion from Delaware limited liability company to Delaware corporation immediately prior to the Company’s IPO, with the Company recognizing all previously unrecognized compensation expense. The fair value of the membership interests granted during 2020 and 2019 was equal to the per-membership interest value of the most recent private placement ($ 3.25 per membership interest and $ 2.50 per membership interest, respectively, with a weighted average of $ 2.14 per membership interest). Total share-based compensation expense associated with these awards has been recorded in the amount of $ 0 and $ 175,000 for the three months ended September 30, 2021 and 2020, respectively, and $ 755,556 and $ 508,333 for the nine months ended September 30, 2021 and 2020, respectively. The following table summarizes the unvested Class A Membership Interests converted to common stock pursuant to a conversion ratio of one-for-two, and associated activity for the nine months ended September 30, 2021: ​ ​ ​ ​ ​ Class A ​ ​ Membership Interests ​ Converted to common stock at one-for-two ratio ​ ​ ​ Unvested at December 31, 2020 200,463 Vested ( 200,463 ) Unvested at September 30, 2021 — ​ In April 2021, the board of directors approved the creation of the 2021 Equity Incentive Plan (the “Plan”). The Plan became effective as of the completion of the corporate conversion. The Plan currently reserves an aggregate of 2,000,000 shares of common stock, subject to adjustments as provided in the Plan, of which 239,305 are currently still available for issuance. The purpose of the Plan is to attract, retain and incentivize directors, officers, employees, and consultants. In June 2021, the Company granted stock options to purchase a total of 807,500 shares of common stock to its three executives and three non-employee management team members, to replace the Class B Membership Interests that were cancelled in March 2021. The options were issued at an exercise price of $ 6.26 , with the employee options vesting 40 % upon issuance and the balance over 36 months, and the non-employee options vesting at grant date. The Company recorded general and administrative expense of $ 181,720 and $ 1,837,605 for the three and nine months ended September 30, 2021. In July 2021, the Company granted stock options to purchase a total 1,550,000 to its three executives pursuant to their respective employment agreements, the independent directors, and a consultants, all pursuant to the Plan. The options were issued at an exercise price of $ 6.18 , with one-quarter of the executive’s options vesting upon issuance and the balance over 36 months, and the options granted to the directors and consultants vesting over 36 months. The Company recorded general and administrative expenses of $ 1,888,917 for the three and nine months ended September 30, 2021, respectively. Compensation expense associated with these awards is recognized over the vesting period based on the fair value of the option at the grant date determined based on the Black-Scholes model. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value computation using the Black-Scholes methodology. Because there is no public market for the Company’s stock options and very little historical experience with the Company’s stock, similar public companies were used for the comparison of volatility and the dividend yield. The risk-free rate of return was derived from U.S. Treasury notes with comparable maturities 14 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) The Company determined the fair value of the option awards using the Black-Scholes option pricing model using the following weighted average assumptions: ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ September 30, 2021 Expected term ​ 6.2 years ​ Volatility ​ 93 % Dividend yield ​ — % Risk-free interest rate ​ 1.09 % Weighted average grant date fair value ​ $ 4.72 ​ ​ A summary of the Company’s stock option activity is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended Weighted Average ​ September 30, 2021 Exercise Price Outstanding at the beginning of the period — ​ Granted 2,357,500 ​ $ 6.21 Vested ( 788,167 ) ​ $ 6.22 Exercised ​ — ​ ​ ​ Forfeited — ​ Outstanding and expected to vest 1,569,333 ​ $ 6.20 ​ The total compensation expense not yet recognized as of September 30, 2021 was $ 7,399,003 . The weighted average vesting period for the unvested options is 2.75 years. The intrinsic value of the stock options as of September 30, 2021 was $ 0 , with a remaining weighted average contractual life of 9.75 years. The weighted average grant date fair value is $ 4.72 as of September 30, 2021. The Company records the impact of any forfeitures of options as they occur. ​ NOTE 8 – SHARE-BASED PAYMENTS TO VENDORS While the Company was a limited liability company in its pre-IPO phase of corporate development, the Company granted Class A Membership Interests to certain vendors in the ordinary course of business in exchange for consulting services relating to research and development activities and investor relations. The Company granted 0 and 28,967 Class A Membership Interests for the three months ended September 30, 2021 and 2020, respectively, and 30,145 and 135,845 Class A Membership Interests for the nine months ended September 30, 2021 and 2020, respectively. The fair value of the Class A Membership Interests granted was equal to the value of the most recent private placement, the fair value at grant date. The Company recognized the expense in the same period and in the same manner as if the Company had paid cash for the services. The Company recorded general and administrative expenses and research and development expenses for vendor equity grants in the amounts of $ 37,500 and $ 0 for the three months ended September 30, 2021 and $ 78,125 and $ 53,520 for the three months ended September 30, 2020, respectively; $ 188,875 and $ 21,596 for the nine months ended September 30, 2021 and $ 278,000 and $ 195,716 for the nine months ended September 30, 2020. In October 2019, the Company granted a total of 150,000 restricted Class A Membership Interests to three consultants for investor related consulting services performed in 2019 and for services which are ongoing. These Class A Membership Interests vest on the second anniversary of the grant date, and are subject to accelerated vesting provisions upon a change of control of the Company. The fair value of the Class A Membership Interests granted is equal to the value of the most recent private placement, the fair value at grant date. The Company is recognizing the expense on a straight-line basis over the vesting period. The Company recorded general and administrative expenses of $ 37,500 for each of the three months ended September 30, 2021 and 2020, and $ 112,500 for each of the nine months ended September 30, 2021 and 2020 with an unrecognized expense of $ 12,500 at September 30, 2021. During 2020, the Company issued 10,077 warrants to an investment banker for services relating to the October 2020 private placement. Each warrant vested upon issuance is exercisable for 10 years from the date of issuance and has an exercise price of $ 3.25 per Class A Membership Interest. The Company used the Black Scholes model to calculate the value of the warrants. The inputs utilized in the calculation were as follows: ten-year term, 0.32 % risk-free rate, stock price at grant date of $ 3.25 , and a 94 % volatility. The Company reduced the proceeds of the respective equity issuance by $ 23,177 relating to the warrant issuance. 15 Table of Contents ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) In the second quarter of 2021, the Company entered into a number of agreements with vendors pursuant to which the Company will make future grants of a total of 175,000 shares of common stock, 100,000 options and cash payments in the amount of $ 343,500 . These contracts have terms which range from six months to three years . The cash payments will be expensed over the service period and the equity component expensed consistent with the contractual vesting. These shares and options were granted in the third quarter pursuant to the Plan. In the third quarter of 2021, the Company granted vendors a total of 35,695 shares of common stock pursuant to the Plan. The Company recorded selling, general, and administrative expense of $ 208,270 for the nine months ended September 30, 2021. NOTE 9 – NET LOSS PER SHARE Basic and diluted net loss per common share for the three months and nine months ended September 30, 2021 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, which include 75,000 unvested shares of common stock, and 1,588,477 warrants, and 2,357,500 stock options, have not been included in the computation of diluted net loss per share for all periods as the result would be antidilutive. The effects of this corporate conversion on the Company’s weighted average shares of common stock outstanding and net loss per share have been reflected for all periods presented retroactively. ​ NOTE 10 – RELATED PARTY TRANSACTIONS During 2020, the Company engaged a former member of the Board of Directors to provide administrative services for a 12-month period for a total of $ 15,000 , $ 7,500 of which was expensed in 2020. The Company paid and expensed $ 7,500 for these services during the third quarter of 2021, representing the balance of the services per the agreement. ​ NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than twelve (12) months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will continue to primarily depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both types of leases to be recognized on the balance sheet. ASU 2016-02 also requires disclosures about the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, with early application permitted. We have evaluated the adoption of ASU 2016-02 and determined that the standard will not have an impact on the Company’s financial statements as the Company currently does not have any lease obligations. ​ NOTE 12 – COMMITMENTS AND CONTINGENCIES In conjunction with the Asset purchase in February 2018, the Company is required to make certain milestone payments related to the ongoing development of ACX-362E totaling $ 700,000 in aggregate if certain milestones are achieved (which includes $ 50,000 already paid after the acquisition in February 2018). The Company is also obligated to make royalty payments equal to 4 % of net sales of ACX-362E for a period of time equal to the last to expire of any applicable patents, as defined in the purchase agreement. ​ NOTE 13 – SUBSEQUENT EVENTS None. ​ 16 Table of Contents