Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934


May 4, 2015

Date of Report (Date of earliest event reported)




(Exact Name of Registrant as Specified in Charter)



State of New York  1-10113  11-0853640
(State of Other Jurisdiction  (Commission File Number)  (I.R.S. Employer
of Incorporation)    Identification Number)


616 N. North Court, Suite 120

Palatine, Illinois 60067

(Address of principal executive offices) (Zip Code)


(847) 705-7709

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d- 2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e- 4(c))




Item 2.02Results of Operations and Financial Condition


On May 4, 2015 we issued a press release disclosing the financial results for our first quarter ended March 31, 2015. A copy of our press release is attached as Exhibit 99.1 hereto.


Item 9.01Financial Statements and Exhibits


Exhibit NumberDescription


99.1Press Release dated May 4, 2015 announcing Financial Results for the First Quarter of 2015






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


  By: /s/ Peter A. Clemens  
    Peter A. Clemens  
    Senior Vice President & Chief Financial Officer
Date:   May 4, 2015    




Exhibit Index



Exhibit NumberDescription


99.1Press Release dated May 4, 2015 announcing Financial Results for the First Quarter of 2015







Exhibit 99.1






Acura Pharmaceuticals Announces

First Quarter 2015 Financial Results


Palatine, IL - (May 4, 2015) - Acura Pharmaceuticals, Inc. (NASDAQ: ACUR), a specialty pharmaceutical company developing products intended to address medication abuse and misuse, announced today financial results for the first quarter ended March 31, 2015.


The Company reported net income of $1.2 million for the first quarter 2015 or $0.03 per diluted share, compared to net loss of $4.1 million or $0.08 per diluted share for the same period in 2014.


Revenues for the quarter were $5.4 million compared to only $42 thousand in the first quarter of 2014 reflecting the $5.0 million payment arising from licensing Oxaydo to Egalet Corporation entities.


Research and development expenses associated with product candidates utilizing the Company’s LIMITX™, AVERSION® and IMPEDE® Technologies were $1.0 million in the first quarter 2015, compared to $1.4 million for the same period in 2014. Selling, marketing, general and administrative expenses were $2.3 million in each of the first quarters of 2015 and 2014. Selling expenses primarily consisted of advertising and marketing activities for NEXAFED® and NEXAFED® SINUS.


As of April 30, 2015, our unrestricted cash, cash equivalents and marketable securities less our compensating balance requirement of $2.5 million was $11.0 million. We have $10.0 million in term debt financing.


Conference Call Information

Acura Pharmaceuticals, Inc. will host a conference call on Tuesday, May 5, 2015 at 8:30 a.m. ET to discuss the results


To participate in the live conference call, please dial 888-389-5988 (U.S. and Canada) five to ten minutes prior to the start of the call. The participant passcode is 6133222. A replay of the call will be available beginning May 5, 2015 and ending on May 26, 2015 on the company's website, and by dialing 888-203-1112 (U.S. and Canada). The replay participant code is 6133222.


About Acura Pharmaceuticals


Acura Pharmaceuticals is a specialty pharmaceutical company engaged in the research, development and commercialization of product candidates intended to address medication abuse and misuse, utilizing its proprietary LIMITX™, AVERSION® and IMPEDE® Technologies. LIMITX contains ingredients that are intended to reduce or limit the rate or extent of opioid release when multiple tablets are ingested. AVERSION contains polymers that cause the drug to gel when dissolved; it also contains compounds that irritate the nasal passages if the product is snorted. IMPEDE is designed to disrupt the processing of pseudoephedrine from tablets into methamphetamine.




In June 2011, the U.S. Food and Drug Administration approved OXAYDO™ (oxycodone HCl immediate-release tablets) which incorporates the AVERSION Technology. On January 7, 2015, we entered into a Collaboration and License Agreement with Egalet US, Inc. and Egalet Ltd., each a subsidiary of Egalet Corporation, pursuant to which we exclusively licensed to Egalet worldwide rights to manufacture and commercialize OXAYDO.


Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to:


·our and our licensee’s ability to successfully launch and commercialize our products and technologies, including Oxaydo Tablets and our NEXAFED products;
·the pricing and price discounting that may be offered by Egalet for OXAYDO;
·the results of our development of our LIMITX technology;
·our ability to fund, or obtain funding for, products developed utilizing our LIMITX, AVERSION and IMPEDE Technologies;
·whether the results of studies AP-ADF-302, AP-ADF-303, and AP-ADF-304 relating to our AVERSION hydrocodone/acetaminophen product will be acceptable to the FDA;
·whether we will conduct an additional intranasal abuse liability study on our AVERSION hydrocodone/acetaminophen product and, if conducted, whether the results of such study will support the filing of a New Drug Application and/or a claim of intranasal abuse deterrence;
·our and our licensee’s ability to obtain necessary regulatory approvals and commercialize products utilizing our technologies;
·the market acceptance of and competitive environment for any of our products;
·the willingness of wholesalers and pharmacies to stock our NEXAFED products;
·expectations regarding potential market share for our products and the timing of first sales;
·our ability to develop and enter into additional license agreements for our AVERSION Technology product candidates;
·our exposure to product liability and other lawsuits in connection with the commercialization of our products;
·the increasing cost of insurance and the availability of product liability insurance coverage;
·the ability to avoid infringement of patents, trademarks and other proprietary rights of third parties;
·the ability of our patents to protect our products from generic competition and our ability to protect and enforce our patent rights in any paragraph IV patent infringement litigation;
·the ability to fulfill the FDA requirements for approving our product candidates for commercial manufacturing and distribution in the United States, including, without limitation, the adequacy of the results of the laboratory and clinical studies completed to date, the results of laboratory and clinical studies we may complete in the future to support FDA approval of our product candidates and the sufficiency of our development process to meet over-the-counter (“OTC”) Monograph standards as applicable;




·the adequacy of the development program for our product candidates, including whether additional clinical studies will be required to support FDA approval of our product candidates;
·changes in regulatory requirements;
·adverse safety findings relating to our commercialized products or product candidates in development;
·whether the FDA will agree with our analysis of our clinical and laboratory studies;
·whether further studies of our product candidates will be required to support FDA approval;
·whether or when we are able to obtain FDA approval of labeling for our product candidates for the proposed indications and will be able to promote the features of our abuse discouraging technologies; and
·whether OXAYDO or our AVERSION and LIMITX product candidates will ultimately deter abuse in commercial settings and whether our NEXAFED products and Impede technology product candidates will disrupt the processing of pseudoephedrine into methamphetamine.


In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “indicates,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in our filings with the Securities and Exchange Commission.



for Acura Investor Relations for Acura Media Relations
investors@acurapharm.com pr@acurapharm.com
847-705-7709 847-705-7709






(in thousands)


   (unaudited)   (audited) 
   March 31,   December 31, 
   2015   2014 
Current assets  $14,956   $13,231 
Property, plant and equipment, net   973    957 
Other assets   1,938    2,007 
        Total assets  $17,867   $16,195 
Other current liabilities  $1,393   $881 
Current deferred revenue   -    353 
Current maturities of long-term debt   2,369    1,758 
Long-term debt, net of discount of $283 and $281   7,348    7,961 
Long-term portion of accrued interest   241    190 
Stockholders' equity   6,516    5,052 
        Total liabilities and stockholders' equity  $17,867   $16,195 






(Unaudited; in thousands, except per share amounts)


   Three Months Ended March 31, 
   2015   2014 
   Royalty revenue  $-   $3 
   Product sales, net   357    39 
   License fee revenue   5,000    - 
            Total revenues, net   5,357    42 
Operating expenses:          
   Cost of sales (excluding inventory write-down)   324    38 
   Inventory write-down   260    133 
   Research and development   964    1,438 
   Selling, marketing, general and administrative   2,297    2,259 
            Total operating expenses   3,845    3,868 
            Operating income (loss)   1,512    (3,826)
Non-operating income (expense):          
   Investment income   35    44 
   Loss on sales of marketable securities   -    (5)
   Interest expense   (308)   (301)
            Total other expense   (273)   (262)
            Income (loss) before income taxes   1,239    (4,088)
  Provision for income taxes   -    - 
           Net income (loss)  $1,239   $(4,088)
Other comprehensive income:          
   Unrealized gains on securities   31    29 
            Total other comprehensive income   31    29 
            Comprehensive income  $1,270   $(4,059)
Income (loss) per share:          
      Basic  $0.03   $(0.08)
      Diluted  $0.03   $(0.08)
Weighted average shares outstanding:          
      Basic   48,965    48,842 
      Diluted   49,347    48,842