ACURA
PHARMACEUTICALS, INC.
616
N.
North Court, Suite 120
Palatine,
Illinois 60067
November
2, 2006
Securities
and Exchange Commission
Attention:
Mr. Jeffrey Riedler, Assistant Director
Mail
Stop
0610
450
Fifth
Street, N.W.
Washington,
D.C. 20549
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Re:
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Acura
Pharmaceuticals, Inc.
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Preliminary
Proxy Statement on Schedule 14A
Filed
October 27, 2006, File No. 1-10113
Dear
Mr.
Riedler:
We
received the letter from the Securities and Exchange Commission (the
"Commission") dated November 1, 2006 in connection with the filing by Acura
Pharmaceuticals, Inc. (the “Company”) of the above-referenced document. Thank
you for your comment. The following is the response to the Commission’s comment.
Comment:
Proposal
2. To grant the Board of Directors authority to amend the company’s restated
certificate of incorporation to effect a reverse stock split at one of six
ratios.
Please
expand the discussion under “Authorized Shares” on page 26 to state whether you
have any plan, commitment, arrangement or understanding or agreement, either
oral or written, regarding the issuance of common stock subsequent to the
reverse stock split.
Response:
In
Proposal 2 under the caption “Authorized Shares” (page 26) the following
disclosure will be added at the end of such section:
“As
of
the date of this Proxy Statement, the Company is seeking to secure working
capital providing gross proceeds to the Company in the range of approximately
$15 million to $20 million through the private offering of the Company’s
securities. The terms of any such securities offering, including, without
limitation, the type of equity securities (or securities convertible into equity
securities) and the price per share, have not been determined and will, in
large
part, be determined based upon negotiations between the Company and prospective
investors in such private offering. Any such private offering may occur prior
to
or following the effective date of the reverse stock split described in this
Proposal 2. The Company has sufficient authorized shares available to allow
for
the completion of such private offering and is not dependent upon the increase
in shares available for issuance as a consequence of the reverse stock split
described in this Proposal 2. As of the date of this Proxy Statement, the
Company has no commitment, arrangement, understanding or agreement in place,
either oral or written, regarding the issuance of the Company’s securities
subsequent to the reverse stock split described in this Proposal 2. There can
be
no assurance that the Company will be successful in completing a private
offering of the Company’s securities, or if completed, that the proceeds of such
offering will be sufficient to continue to fund operations.”
November
2, 2006
Page
2
This
letter will confirm that the disclosure provided above will be contained in
the
Company’s definitive Proxy Statement as filed with the Commission.
The
Company acknowledges that:
· the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;
· staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
· the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
We
trust
that this response adequately addresses your questions and requirements.
However, if you have any further questions or comments, please feel free to
contact our counsel John P. Reilly at Seiden Wayne LLC, 2 Penn Plaza East,
Newark, NJ 07105; Telephone: 973-491-3354; Fax: 973-491-3492. Upon your
acceptance of our responses and suggested revisions, the Company will promptly
file its definitive Proxy Statement, which in addition to the changes described
above, will contain the Time, Place and Date of the Annual Meeting, the Record
Date, the number of shares outstanding on the Record Date and all numbers
derived therefrom.
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Very
truly yours,
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/s/
Peter A.
Clemens
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Peter
A. Clemens
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Senior
Vice President and
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Chief
Financial Officer
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cc:
John L. Krug, Senior Counsel
John Reilly, Seiden Wayne LLC