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
April
26, 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):
› 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
2.02 Results
of Operations and Financial Condition
On
April
26, 2006, Acura Pharmaceuticals, Inc. (the "Company") issued a press release
disclosing the financial results for its first quarter ended March 31, 2006.
A
copy of the Company's press release is attached as Exhibit 99.1
hereto.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated April 26, 2006 Announcing Financial Results for First
Quarter 2006
|
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. | ||
| |
|
|
| Date: April 26, 2006 | By: | /s/ Peter A. Clemens |
|
Peter A. Clemens |
||
| Senior Vice President & Chief Financial Officer | ||
Exhibit
Index
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated April 26, 2006 Announcing Financial Results for First
Quarter 2006
|
CONTACT:
Acura
Pharmaceuticals, Inc.,
Investor
Relations, Peter A. Clemens, SVP & CFO 847-705-7709
FOR
IMMEDIATE RELEASE
ACURA
PHARMACEUTICALS, INC. ANNOUNCES
FIRST
QUARTER 2006 RESULTS
Palatine,
IL, April 26, 2006:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) today announced a net loss of $4.2 million
or $0.01 per share for the quarter ending March 31, 2006 compared to a net
loss
of $1.9 million or $0.09 per share for the same period in 2005. Included in
the
2006 and 2005 results is a non cash compensation charge of $2.8 million and
$0.4
million, respectively, for stock compensation expense pertaining to the
Company’s issued and outstanding stock options and restricted stock units.
Highlights of the Company’s consolidated balance sheets and statements of
operations appear below. Detailed financial statements are included in the
Company’s Form 10-Q for the quarter ended March 31, 2006 filed with the
Securities and Exchange Commission.
Cash
Reserves Update
The
Company estimates that its current cash reserves, including the net proceeds
from the March 2006 Bridge Loan, will fund product development and licensing
activities through
mid May, 2006.
To
continue operating thereafter, the Company must raise additional financing
or
enter into appropriate collaboration agreements with third parties providing
for
cash payments to the Company. No assurance can be given that the Company will
be
successful in obtaining any such financing or in securing collaborative
agreements with third parties on acceptable terms, if at all, or if secured,
that such financing or collaborative agreements will provide for payments to
the
Company sufficient to continue funding operations. In the absence of such
financing or third-party collaborative agreements, the Company will be required
to scale back or terminate operations and/or seek protection under applicable
bankruptcy laws.
About
Acura Pharmaceuticals, Inc.
Acura
Pharmaceuticals, Inc., together with its subsidiary, is a specialty
pharmaceutical company primarily engaged in research, development and
manufacture of innovative abuse deterrent, abuse resistant and tamper resistant
formulations ("Aversion® Technology") intended for use in orally administered
opioid-containing pharmaceutical products.
Forward
Looking Statements
This
press release contains "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. These statements are based on current
expectations of future events. If underlying assumptions prove inaccurate or
unknown risks or uncertainties materialize, actual results could vary materially
from the Company’s expectations and projections. The most significant of such
risks and uncertainties include, but are not limited to, the Company’s ability
to secure additional financing to fund continued product development and
operations, the Company’s ability to enter into contractual arrangements with
qualified pharmaceutical partners to license, develop and commercialize the
Company’s technology and product candidates, the Company’s ability to avoid
infringement of patents, trademarks and other proprietary rights or trade
secrets of third parties and the challenges inherent in new product development,
including obtaining regulatory approvals. You are encouraged to review other
important risk factors relating to the Company on our web site at www.acurapharm.com
under
the link, “Company Risk Factors” and detailed in Company filings with the
Securities and Exchange Commission. The Company is at development stage and
may
never have any products or technologies that generate revenue. Acura
Pharmaceuticals, Inc. assumes no obligation to update any forward-looking
statements as a result of new information or future events or developments.
All
Acura Pharmaceuticals, Inc. press releases may be reviewed at www.acurapharm.com.
ACURA
PHARMACEUTICALS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
thousands, except per share data)
|
(unaudited)
|
|||||||
|
Three
Months Ended
|
|||||||
|
March
31,
|
|||||||
|
2006
|
2005
|
||||||
|
Operating
Costs
|
|||||||
|
Research
and Development
|
$
|
1,506
|
$
|
953
|
|||
|
Selling,
Marketing, General and Administrative
|
2,421
|
955
|
|||||
|
Loss
from Operations
|
(3,927
|
)
|
(1,908
|
)
|
|||
|
Other
Income (Expense)
|
|||||||
|
Interest
Expense
|
(225
|
)
|
(126
|
)
|
|||
|
Interest
Income
|
4
|
15
|
|||||
|
(Loss)
Gain on Asset Disposals
|
(7
|
)
|
70
|
||||
|
Other
|
-
|
1
|
|||||
|
Net
Loss
|
$
|
(4,155
|
)
|
$
|
(1,948
|
)
|
|
|
Basic
and Diluted Loss Per Common Share
|
$
|
(0.01
|
)
|
$
|
(0.09
|
)
|
|
|
Weighted
Average Number of Outstanding Common Shares
|
329,304
|
22,336
|
|||||
ACURA
PHARMACEUTICALS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
thousands)
|
(unaudited)
|
(audited)
|
||||||
|
At
March 31,
|
At
December 31,
|
||||||
|
2006
|
2005
|
||||||
|
Current
Assets
|
$
|
742
|
$
|
444
|
|||
|
Property,
Plant and Equipment, Net
|
1,305
|
1,341
|
|||||
|
Other
Assets
|
7
|
7
|
|||||
|
Total
Assets
|
$
|
2,054
|
$
|
1,792
|
|||
|
Current
Liabilities
|
4,365
|
2,922
|
|||||
|
Long
Term Debt, Net
|
5,026
|
5,032
|
|||||
|
Stockholders'
Deficit
|
(7,337
|
)
|
(6,162
|
)
|
|||
|
Total
Liabilities and Stockholders' Deficit
|
$
|
2,054
|
$
|
1,792
|
|||