Acurx Pharmaceuticals, Inc. Stock Compensation Disclosure

NOTE 5 – SHARE-BASED COMPENSATION

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, with an annual evergreen provision pursuant to the Plan. In July 2025, the Company’s stockholders approved an amendment to add an additional 125,000 shares of common stock to the Plan. The Plan currently reserves an aggregate of 331,807 shares of common stock, subject to adjustments as provided in the Plan, of which 133,872 are currently still available for issuance as of December 31, 2025. The purpose of the Plan is to attract, retain and incentivize directors, officers, employees, and consultants.

In February 2024, the Company granted stock options to purchase a total of 41,750 shares of common stock to its four employees and a number of consultants pursuant to the Plan. The options were issued at an exercise price of $63.00, which was the grant date fair value, with the options vesting monthly over 36 months.

In June 2024, the Company granted stock options to purchase a total of 3,000 shares of common stock to its five independent board of directors pursuant to the Plan. The options were issued at an exercise price of $47.60, which was the grant date fair value, with the options vesting on the one-year anniversary of the grant date.

In January 2025, the Company granted stock options to purchase a total of 1,500 shares of common stock to one of its employees pursuant to the Plan. The options were issued at an exercise price of $15.54, which was the grant date fair value of the common stock, with the options vesting monthly over 36 months.

In February 2025, the Company granted stock options to purchase a total of 32,275 shares of common stock to its three employees to settle the 2024 executive bonus of $413,120 in lieu of cash payment. The options were issued at an exercise price of $15.96, which was the grant date fair value of the common stock, with the options vesting immediately.

A summary of the Company’s stock option issuances and associated general and administrative expenses are as follows:

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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 option pricing 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 option pricing model. 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.

The Company determined the fair value of the option awards during the years ended December 31, 2025 and 2024, using the Black-Scholes option pricing model using the following weighted average assumptions:

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A summary of the Company’s stock option activity is as follows:

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The total compensation expense not yet recognized as of December 31, 2025 was $943,341. The weighted average vesting period for the unvested options is 1.15 years. The weighted average grant date fair value of all options granted is $68.79 as of December 31, 2025. The Company records the impact of any forfeitures of options as they occur.