UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act Of 1934
January
2, 2006
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Item
3.02 Unregistered
Sales of Equity Securities.
On
January 2, 2006, Acura Pharmaceuticals, Inc. (the “Company”) issued 330,705 shares
of
its Common Stock, $.01 par value per share (the “Common Stock”) to the holders
(the “Noteholders”) of a certain Secured Promissory Note (the “Note”) in the
principal amount of $5 million, dated as of December 20, 2002. The
issuance of Common Stock represents an in-kind payment of accrued and unpaid
interest on the Note for the quarter ended December 31, 2005.
The
Company issued the Common Stock in reliance upon the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended and/or
Regulation D promulgated under the Securities Act of 1933. At the time of
acquisition of the Note, the Noteholders represented to the Company that each
of
such Noteholders was an accredited investor as defined in Rule 501(a) of the
Securities Act of 1933 and that the Note and any securities issued pursuant
thereto were being acquired for investment purposes.
SIGNATURES
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.
| ACURA PHARMACEUTICALS, INC. | ||
| |
|
|
| By: | /s/ Peter A. Clemens | |
|
Peter A. Clemens |
||
| Senior Vice President & Chief Financial Officer | ||
Date: January
4, 2006