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
June
30, 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 (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d- 2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
Item
8.01 Other
Events
On
June
30, 2006, the Registrant borrowed $335,000 pursuant to a Loan Agreement dated
as
of January 31, 2006 with Essex Woodlands Health Venture V, L.P., Care Capital
Investments II, L.P., Care Capital Offshore Investments II, L.P., Galen Partners
III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
L.P. (collectively, the “VC Lenders”).
GCE
Holdings, LLC, which is controlled by the VC Lenders, beneficially owns
approximately 78% of the Registrant's outstanding common stock.
and has
the right to designate four directors (of which it has exercised the right
with
respect to three directors) to the Registrant’s Board of Directors.
Item
9.01 Financial
Statements and Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated June 30, 2006 Announcing Receipt of Interim Funding |
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: June 30, 2006 | ||
Exhibit
Index
| Exhibit Number | Description | |
| 99.1 | Press Release dated June 30, 2006 Announcing Receipt of Interim Funding |
CONTACT:
Acura
Pharmaceuticals, Inc.,
Investor
Relations, Peter A. Clemens, SVP & CFO 847-705-7709
FOR
IMMEDIATE RELEASE
ACURA
PHARMACEUTICALS, INC. SECURES BRIDGE FUNDING
Palatine,
IL, June 30, 2006:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) today announced it has secured gross
proceeds of $335,000 under a term loan agreement (the “Loan”) with Essex
Woodlands Health Ventures V, L.P., Care Capital Investments II, L.P., Care
Capital Offshore Investments II, L.P., Galen Partners III, L.P., Galen Partners
International III, L.P. and Galen Employee Fund III, L.P (collectively the
“Bridge Lenders”). The Loan matures on September 1, 2006, bears an annual
interest rate of 10%, is secured by a lien on all assets of the Company and
its
subsidiary, and is senior to all other Company debt. The Loan permits the
funding of additional cash amounts subject to agreement by the Company and
the
Bridge Lenders. No assurance can be given, however, that any additional funding
will be advanced to the Company under the terms of the Loan.
Including
the Loan announced today, the Company has a total of $5.2 million in bridge
loans outstanding and due on September 1, 2006.
The
Company will utilize the net proceeds from the Loan to continue funding product
development and licensing activities relating to OxyADF™ tablets and other
product candidates utilizing its Aversion® Technology.
Cash
Reserves Update
The
Company estimates that its current cash reserves, including the net proceeds
from the Loan, will fund product development and licensing activities
through
July, 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 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.