Acurx Pharmaceuticals : Prospectus filed pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-267412

PROSPECTUS

Acurx Pharmaceuticals, Inc.

2,627,224 Shares of Common Stock

The selling stockholders of Acurx Pharmaceuticals, Inc. ("Acurx," "we," "us" or the "Company") listed beginning on page 13 of this prospectus may offer and resell under this prospectus (i) up to 1,289,980 shares of our common stock, par value $0.001 per share (the "common stock"), issuable upon exercise of series A warrants (the "series A warrants") acquired by certain of the selling stockholders under the Purchase Agreements (defined below), (ii) up to 1,289,980 shares of our common stock issuable upon exercise of series B warrants (the "series B warrants") acquired by certain of the selling stockholders under the Purchase Agreements, and (iii) up to 47,264 shares of our common stock issuable upon exercise of placement agent warrants (the "placement agent warrants" and, together with the series A warrants and the Series B warrants, the "warrants") acquired by certain of the selling stockholders under the Placement Agent Agreement (defined below). The selling stockholders acquired the warrants from us pursuant to securities purchase agreements (the "Purchase Agreements"), dated July 25, 2022, by and between the Company and each of the purchasers named therein and the co-placement agency agreement, dated July 25, 2022, by and among the Company, A.G.P./Alliance Global Partners and Maxim Group LLC (the "Placement Agent Agreement").

We are registering the resale of the shares of common stock covered by this prospectus as required by the Purchase Agreements. The selling stockholders will receive all of the proceeds from any sales of the shares of common stock offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection with the offering. To the extent the warrants are exercised for cash, if at all, we will receive the exercise price of the warrants.

The selling stockholders may sell these shares through public or private transactions at market prices prevailing at the time of sale or at negotiated prices. The timing and amount of any sale are within the sole discretion of the selling stockholders. Our registration of the shares of common Stock covered by this prospectus does not mean that the selling stockholders will offer or sell any of the shares. For further information regarding the possible methods by which the shares may be distributed, see "Plan of Distribution" beginning on page 16 of this prospectus.

Our common stock is listed on The Nasdaq Capital Market under the symbol "ACXP." The last reported sale price of our common stock onSeptember 13, 2022 was $4.45 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 in our common stock is highly speculative and involves a significant degree of risk. Please consider carefully the specific factors set forth under "Risk Factors" beginning on page 7 of this prospectus and in our filings with the Securities and Exchange Commission.

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

The date of this prospectus is September 22, 2022.

	TABLE OF CONTENTS
PROSPECTUS SUMMARY	2
THE OFFERING	6
RISK FACTORS	7
THE PRIVATE PLACEMENT	8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	11
MARKET FOR COMMON STOCK AND DIVIDEND POLICY	12
SELLING STOCKHOLDERS	13
PLAN OF DISTRIBUTION	16
DESCRIPTION OF OUR SECURITIES TO BE REGISTERED	18
LEGAL MATTERS	21
EXPERTS	21
WHERE YOU CAN FIND MORE INFORMATION	21
INCORPORATION OF DOCUMENTS BY REFERENCE	22

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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 and the documents incorporated by reference herein 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 in this prospectus may sell up to 2,627,224 shares of our common stock previously issued and issuable upon exercise of warrants to purchase shares of our common stock 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 have 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 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 offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in jurisdictions where it is lawful to do so. The selling stockholders are 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 and Market Data

This prospectus or the documents incorporated by reference herein includes statistical and other industry and market data that we obtained from industry publications 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.

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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 consolidated financial statements, notes to the consolidated 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 clinical stage biopharmaceutical company developing a new class of antibiotics for infections caused by bacteria listed as priority pathogens by the World Health Organization ("WHO"), the 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 resistance ("AMR") as identified by the WHO, CDC and FDA. The CDC estimates that, in the U.S., antibiotic-resistant pathogens infect one individual every 11 seconds and result in one death every 15 minutes. The WHO recently stated that growing antimicrobial resistance is equally as dangerous as the ongoing COVID-19 pandemic, threatens to unwind a century of medical progress and may leave us defenseless against infections that today can be treated easily. According to the WHO, the current clinical development pipeline remains insufficient to tackle the challenge of the increasing emergence and spread of antimicrobial resistance.

Our approach is to develop a new class of antibiotic candidates that block the DNA polymerase IIIC enzyme ("Pol IIIC"). We believe we are developing the first Pol IIIC inhibitor to enter clinical trials and have clinically validated the efficacy of our lead antibiotic candidate in a Phase 2a clinical trial. We are currently enrolling patients in a Phase 2b clinical trial. Pol IIIC is the primary catalyst for DNA replication of several Gram-positive bacterial cells. Our research and development pipeline includes clinical stage and early-stage antibiotic candidates that target Gram-positive bacteria for oral and/or parenteral treatment of infections caused by Clostridium difficile ("C. difficile"), Enterococcus (including vancomycin-resistant strains ("VRE")), Staphylococcus (including methicillin resistant strains), and Streptococcus (including antibiotic resistant strains).

Pol IIIC is required for the replication of DNA in certain Gram-positive bacterial species. By blocking this enzyme, our antibiotic candidates are believed to be bactericidal and inhibit proliferation of several common gram-positive bacterial pathogens, including C. difficile, methicillin-resistant Staphylococcus aureus ("MRSA"), vancomycin-resistant Enterococcus, penicillin-resistant Streptococcus pneumonia ("DRSP") and other resistant bacteria.

We intend to "de-risk" this new class of antibiotics through our drug development activities and potentially partner with a fully-integrated pharmaceutical company for late-stage clinical trials and/or commercialization.

Our lead antibiotic candidate, ibezapolstat (formerly named ACX-362E), has a novel mechanism of action that targets Pol IIIC a previously unexploited scientific target. Phase 2a clinical data validate the efficacy of our lead antibiotic candidate as well as Pol IIIC as an appropriate bacterial target.

On December 3, 2021, we commenced enrollment in a Phase 2b 64-patient, randomized (1-to-1),non-inferiority,double-blind trial of oral ibezapolstat compared to oral vancomycin, a standard of care, to treat C. difficile infections ("CDI").

Prior to that, we completed our Phase 2a clinical trial of ibezapolstat to treat patients with CDI and reported the top-line data in November 2020. The Phase 2a clinical trial was terminated early based upon the recommendation of our Scientific Advisory Board (the "SAB"). The SAB reviewed the study data presented by management, including adverse events and efficacy outcomes, and discussed its clinical impressions. The SAB unanimously supported the early termination of the Phase 2a trial after 10 patients were enrolled in the trial instead of 20 patients as originally planned. The early termination was further based on the evidence of meeting the treatment goals of eliminating the infection with an acceptable adverse event profile.

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The SAB noted that 10 out of 10 patients enrolled in the Phase 2a trial reached the Clinical Cure primary endpoint, defined in the study protocol as the resolution of diarrhea in the 24-hour period immediately before the end of treatment that is maintained for 48 hours after end of treatment. Such cure was sustained, meaning that the patients showed no sign of infection recurrence, for 30 days thereafter. This was the secondary endpoint. This outcome constitutes a 100% response rate for the primary and secondary endpoints of the trial. All 10 patients enrolled in the Phase 2a trial met the study's primary and secondary efficacy endpoints, namely, Clinical Cure at end of treatment and Sustained Clinical Cure of no recurrence of CDI at the 28-dayfollow-up visit. No treatment-related serious adverse events ("SAEs") were reported by the investigators who enrolled patients in the trial. We believe these results represent the first-ever clinical data showing Pol IIIC has potential as a therapeutically relevant antibacterial target. Our Phase 2b clinical trial commenced enrollment on December 3, 2021 and we are continuing to enroll patients.

Currently available antibiotics used to treat CDI infections utilize other mechanisms of action. We believe ibezapolstat is the first antibiotic candidate to work by blocking the DNA Pol IIIC enzyme in C. difficile. This enzyme is necessary for replication of the DNA of certain Gram-positive bacteria, like C. difficile.

We also have an early-stage pipeline of antibiotic product candidates with the same previously unexploited mechanism of action which has established proof of concept in animal studies. This pipeline includes ACX-375C, a potential oral and parenteral treatment targeting Gram-positive bacteria, including MRSA, VRE and DRSP.

Recent Developments

Referring Physician Program and Trial Site Expansion

In July 2022, we launched an innovative patient enrollment acceleration program ("Referring Physician Program") to optimize patient enrollment in our ongoing Ph2b clinical trial of ibezapolstat in patients with CDI. Our newly instituted Referring Physician Program involves principal investigators and study coordinators of our clinical trial sites reaching out to potential Referring Physicians ("RPs") within an approximately twenty-five mile radius of our clinical trial sites. In each case, our scientific team has identified all of these potential RPs as high-prescribing physicians of the most commonly used antibiotics for treatment of C. difficile Infection over a recent twelvemonth period.

According to the physician prescribing data available to us from an industry-standard source, identified RPs in the aggregate of just fourteen of our currently activated clinical trial sites treated a total of over 30,000 patients in a recent one-year period, suggesting that a substantial number of subjects could potentially be available for referral to one of these fourteen clinical trial sites if the patients qualify. The first tranche of this program has been activated with four of our clinical trial sites and is planned to be followed up later this year with a second tranche of twelve to twenty clinical trial sites as we expand our participating sites from sixteen up to thirty.

We believe the Referring Physician Program, which has a number of other supportive elements, will enhance the rate of enrollment potentially mitigating or partially mitigating the countervailing enrollment disruption caused by the COVID-19 pandemic.

Additionally, in July 2022, we increased the target number of clinical trial sites participating in our Phase 2b clinical trial from a targeted twenty-four clinical trial sites up to thirty clinical trial sites. With sixteen clinical trial sites active and eight more clinical trial sites currently onboarding, our scientific team will target six additional clinical trial sites to participate in the Phase 2b clinical trial.

Registered Direct Offering and Concurrent Private Placement

On July 25, 2022, we entered into securities purchase agreements (the "Purchase Agreements") with David P. Luci, our President and Chief Executive Officer, Robert J. DeLuccia, our Executive Chairman, Carl V. Sailer, a member of our board of directors (collectively, the "Affiliate Investors"), and a single healthcare-focused U.S. institutional investor (the "Investor") pursuant to which we issued and sold in a registered direct offering an aggregate of 1,159,211 shares of our common stock and pre- funded warrants to purchase an aggregate of 130,769 shares of our common stock (the "Registered Direct Offering"). The Affiliate Investors purchased an aggregate of 59,211 shares of common stock at a purchase price of $3.80 per share. The Investor purchased an aggregate of 1,100,000 shares of common stock at a purchase price of $3.25 per share and an aggregate of 130,769 pre-funded warrants at a purchase price of $3.2499 per pre-funded warrant. The pre-funded warrants sold to the Investor have an exercise price of $0.0001, were immediately exercisable and may be exercised at any time until fully exercised. These securities were offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-265956) previously filed with the SEC on July 1, 2022, and which was declared effective by the SEC on July 11, 2022.

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In a concurrent private placement (the "Private Placement" and, together with the Registered Direct Offering, the "Offerings"), we issued to the Affiliate Investors and Investor (i) series A warrants exercisable for an aggregate of 1,289,980 shares of common stock (consisting of series A warrants to purchase up to 1,230,769 shares of common stock for the Investor (the "Investor Series A Warrants") and series A warrants to purchase up to 59,211 shares of common stock for the Affiliate Investors (the "Affiliate Series A Warrants")) at an exercise price of $3.25 per share for the Investor Series A Warrants and $3.55 per share for the Affiliate Series A Warrants and

1. series B warrants exercisable for an aggregate of 1,289,980 shares of common stock (consisting of series B warrants to purchase up to 1,230,769 shares of common stock for the Investor (the "Investor Series B Warrants") and Series B Warrants to purchase up to an aggregate of 59,211 shares of common stock for the Affiliate Investors (the "Affiliate Series B Warrants")) at an exercise price of $3.25 per share for the Investor Series B Warrants and $3.55 per share for the Affiliate Series B Warrants. These securities were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and
   Rule 506(b) promulgated thereunder.

In connection with the Offerings, we entered into a Placement Agent Agreement with A.G.P./Alliance Global Partners and Maxim Group LLC (collectively, the "Placement Agents"), pursuant to which the Placement Agents acted as the exclusive placement agents in connection with the Offerings. Pursuant to the Placement Agent Agreement, we agreed to pay the Placement Agents (i) a fee equal to 7.0% of the aggregate gross proceeds from the Offerings to the Investor and (ii) a fee equal to 3.5% of the aggregate gross proceeds from the Offerings to the Affiliate Investors. In addition to the cash fee, we agreed to issue to the Placement Agents warrants to purchase an aggregate of up to (i) 5.0% of the aggregate number of shares of common stock and shares of common stock issuable upon the exercise of the pre-funded warrants sold to the Investor in the Registered Direct Offering and (ii) 2.5% of the aggregate number of shares of common stock sold to the Affiliate Investors in the Registered Direct Offering. The placement agent warrants are exercisable for a period commencing January 27, 2023 and expiring July 27, 2027, and have an initial exercise price of $3.60 per share.

The gross proceeds to us from the Offerings were $4.2 million and net proceeds after deducting the placement agents' fees and other offering expenses payable by us were approximately $3.7 million.

Implication of Being an Emerging Growth Company

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"). We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of our initial public offering, (2) the last day of the fiscal year in which we have total annual gross revenues of at least $1.07 billion, (3) the date on which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would occur if the market value of our common stock held by non-

affiliates exceeded $700.0 million as of the last business day of our most recently completed second fiscal quarter or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company,

• we may reduce our executive compensation disclosure;
• we may present only two years of audited financial statements, plus unaudited condensed financial statements for any interim period, and related Management's Discussion and Analysis of Financial Condition and Results of Operations in this Prospectus;
• we may avail ourselves of the exemption from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
• we may not require stockholder non-binding advisory votes on executive compensation or golden parachute arrangements.

We have availed ourselves in this Prospectus of the reduced reporting requirements described above with respect to compensation disclosure requirements and selected financial data. As a result, the information that we provide stockholders may be less comprehensive than what you might receive from other public companies. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We have not elected to avail ourselves of the exemption that allows emerging growth companies to extend the transition period for complying with new or revised financial accounting standards. This election is irrevocable.

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As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company."

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, 2021, 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 [phone]. 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 our name to Acurx Pharmaceuticals, Inc.

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	THE OFFERING
Shares of Common Stock that May be Offered by the	Up to 2,627,224 shares of common stock.
Selling Stockholders
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 $8.6
	million. See the section entitled "Use of Proceeds" in 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.
Nasdaq Capital Market Symbol	ACXP
Risk Factors	Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 7 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.

Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and sale, we are referring to the shares of common stock issuable upon exercise of the warrants, each as described under "The Private Placement" and "Selling Stockholders." When we refer to the selling stockholders in this prospectus, we are referring to the selling stockholders identified in this prospectus and, as applicable, their donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer.

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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, 2021. 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.

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THE PRIVATE PLACEMENT

On July 25, 2022, we entered into the Purchase Agreementswith a single healthcare-focused U.S. institutional investor named therein (the "Investor"), and with each of David P. Luci, our President and Chief Executive Officer, Robert J. DeLuccia, our Executive Chairman, and Carl V. Sailer, a member of our board of directors (collectively, the "Affiliate Investors") pursuant to which we issued and sold, in a private placement (the "Private Placement"),(i) series A warrants exercisable for an aggregate of 1,289,980 shares of Common Stock (consisting of series A warrants to purchase up to 1,230,769 shares of common stock for the Investor (the "Investor Series A Warrants") and series A warrants to purchase up to 59,211 shares of common stock for the Affiliate Investors (the "Affiliate Series A Warrants")) at an exercise price of $3.25 per share for the Investor Series A Warrants and $3.55 per share for the Affiliate Series A Warrants and (ii) series B warrants exercisable for an aggregate of 1,289,980 shares of common stock (consisting of series B warrants to purchase up to 1,230,769 shares of common stock for the Investor (the "Investor Series B Warrants") and Series B Warrants to purchase up to an aggregate of 59,211 shares of common stock for the Affiliate Investors (the "Affiliate Series B Warrants")) at an exercise price of $3.25 per share for the Investor Series B Warrants and $3.55 per share for the Affiliate Series B Warrants. Each series A warrant will be exercisable commencing on January 27, 2023 and will expire five years from the initial exercise date. Each series B warrant will be exercisable commencing on January 27, 2023 and will expire one year from the initial exercise date.

In connection with the Offerings, we entered into a Placement Agent Agreement with the Placement Agents, pursuant to which the Placement Agents acted as the exclusive placement agents in connection with the Offerings. Pursuant to the Placement Agent Agreement, we agreed to pay the Placement Agents (i) a fee equal to 7.0% of the aggregate gross proceeds from the Offerings to the Investor and (ii) a fee equal to 3.5% of the aggregate gross proceeds from the Offeringsto the Affiliate Investors. In addition to the cash fee, we agreed to issue to the Placement Agents warrants to purchase an aggregate of up to (i) 5.0% of the aggregate number of shares of common stock and shares of common stock issuable upon the exercise of the pre-funded warrants sold to the Investor in the Registered Direct Offering and (ii) 2.5% of the aggregate number of shares of common stock sold to the Affiliate Investors in the Registered Direct Offering. The placement agent warrants are exercisable for a period commencing January 27, 2023 and expiring July 27, 2027, and have an initial exercise price of $3.60 per share.

Pursuant to the terms of the Purchase Agreements, we agreed to use commercially reasonable efforts to cause a registration statement on Form S-1 providing for the resale by holders of shares of our common stock issuable upon the exercise of the warrants, to become effective by January 23, 2023 and to keep such registration statement effective at all times.

The foregoing descriptions of the form of Purchase Agreements, the Placement Agent Agreement, the form of series A warrant, the form of series B warrant 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 Purchase Agreements, the form of Placement Agent Agreement, the form of series A warrant, the form of series B warrant and the form of placement agent warrant, respectively, copies of which are attached as Exhibits 10.1, 1.1, 4.1, 4.2 and 4.4, respectively, to the Current Report on Form 8-K dated July 25, 2022, and are incorporated herein by reference.

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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 impact of the ongoing COVID-19 pandemic and our response to it;
• 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;