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
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
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
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):
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d- 2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
Item
8.01 Other
Events
On
February 20, 2007, the Registrant drew down the final $596,000 of a $2.0
million November, 2006 bridge funding commitment from 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. (the “November Bridge Loan
Commitment”). In November and December, 2006 and January, 2007, the Registrant
had drawn a total of $1,404,000 against the November Bridge Loan Commitment.
Advances under the November Bridge Loan Commitment bear interest at the rate
of
10% per annum, are secured by a lien on all assets of the Registrant and its
subsidiary and mature on March 31, 2007. Including the $596,000 secured on
February 20, 2007, the Registrant has a total of $8.7 million in bridge loans
outstanding and due on March 31, 2007.
On
February 20, 2007, the Registrant issued the press release attached hereto
as
Exhibit 99.1 in connection with the above-described
drawdown.
Item
9.01 Financial
Statements and Exhibits
| Exhibit Number |
Description
|
| 99.1 |
Press
Release dated February 20, 2007 Announcing Drawdown of Bridge
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 Clemens | |
|
|
||
|
Peter
A. Clemens
Senior
Vice President & Chief Financial
Officer
|
||
Date: February
20, 2007
Exhibit
Index
| Exhibit Number |
Description
|
| 99.1 |
Press
Release dated February 20, 2007 Announcing Draw Down of Bridge
Funding
|
CONTACT:
Acura
Pharmaceuticals, Inc.,
Investor
Relations, Peter A. Clemens, SVP & CFO 847-705-7709
FOR
IMMEDIATE RELEASE
ACURA
PHARMACEUTICALS, INC. COMPLETES DRAW DOWN OF
NOVEMBER,
2006 BRIDGE FUNDING COMMITMENT
Palatine,
IL, February 20, 2007:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) today announced it
has
completed the draw down of the $2.0 million November, 2006 bridge funding
commitment from 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. (the “November Bridge Loan Commitment”). In November and December, 2006 and
January, 2007, the Company had drawn a total of $1,404,000 against the November
Bridge Loan Commitment. On February 20, 2007 the remainder of $596,000 under
the
November Bridge Loan Commitment was received by the Company. Advances under
the
November Bridge Loan Commitment bear interest at the rate of 10% per annum,
are
secured by a lien on all assets of the Company and its subsidiary, mature on
March 31, 2007 and are senior to all other Company debt. Including the $596,000
secured today, the Company has a total of $8.7 million in bridge loans
outstanding and due on March 31, 2007.
Cash
Reserves
The
Company estimates that its current cash reserves will fund operations
through
mid-to-late March, 2007.
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. is a specialty pharmaceutical company engaged in research,
development and manufacture of innovative Aversion® (abuse deterrent) Technology
and related product candidates.
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 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 Company’s ability to fulfill the FDA’s requirements for approving the
Company’s product candidates for commercial distribution in the United States,
including, without limitation, the adequacy of the results of the clinical
studies completed to date and the results of other clinical studies, to support
FDA approval of the Company’s product candidates, the adequacy of the
development program for the Company’s product candidates, changes in regulatory
requirements, adverse safety findings relating to the Company’s product
candidates, the risk that the FDA may not agree with the Company’s analysis of
its clinical studies and may evaluate the results of these studies by different
methods or conclude that the results of the studies are not statistically
significant, clinically meaningful or that there were human errors in the
conduct of the studies or otherwise, the risk that further studies of the
Company’s product candidates are not positive, and the uncertainties inherent in
scientific research, drug development, clinical trials and the regulatory
approval process. 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.