Acurx Pharmaceuticals, Inc. filed a Form 8-K on October 29, 2026, disclosing that its Board of Directors approved an amendment to the company's Bylaws that reduces the stockholder meeting quorum requirement from a majority to one-third of voting power.

Key Highlights

  • Bylaw amendment effective October 29, 2026: The Board of Directors approved and adopted the amendment on that same date.
  • New quorum threshold: The amendment sets the quorum at one-third (33-1/3%) of the voting power of stock outstanding and entitled to vote at any stockholder meeting.
  • Previous quorum requirement: The Bylaws previously required holders of a majority of all shares entitled to vote, present in person or by proxy, to constitute a quorum.
  • Scope of the change: The lower quorum applies to all stockholder meetings for the transaction of business, except as otherwise required by law or by the company's Certificate of Incorporation, as amended, or Bylaws.
  • Exchange and ticker: Common Stock, par value $0.001 per share, trades on NASDAQ:ACXP.
  • Emerging growth company: The registrant indicated it qualifies as an emerging growth company under applicable SEC rules.

Acurx Pharmaceuticals Amends Bylaws to Lower Quorum Threshold at Stockholder Meetings

According to the filing, the Board of Directors of Acurx Pharmaceuticals, Inc. approved Amendment No. 1 to the company's Bylaws, effective October 29, 2026. The amendment reduces the quorum required at all meetings of the company's stockholders for the transaction of business to one-third (33-1/3%) of the voting power of the stock outstanding and entitled to vote at the meeting, whether present in person, present by remote communication if applicable, or represented by proxy.

The filing notes that the Bylaws previously provided that "the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law." The amendment replaces that majority standard with the lower one-third threshold, subject to any contrary requirement imposed by law or by the company's Certificate of Incorporation, as amended, or Bylaws.

The company disclosed that the description of the amendment "does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment," a copy of which was filed as Exhibit 3.1 to the report. The filing was signed by David P. Luci, Chief Financial Officer, on behalf of Acurx Pharmaceuticals, Inc.

What Was Disclosed

Acurx Pharmaceuticals disclosed a Bylaw amendment, effective October 29, 2026, that lowers the quorum for stockholder meetings from a majority of voting shares to one-third (33-1/3%) of voting power outstanding and entitled to vote.