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
|
(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
2.02 Results
of Operations and Financial Condition
On
March
15,
2007,
Acura
Pharmaceuticals, Inc. (the "Company") issued a press release disclosing the
financial results for its fourth quarter ended December 31, 2006 and the twelve
months ended December 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 March 15, 2007 Announcing Results for Fourth Quarter and Year Ended December 31, 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. | ||
| |
|
|
| By: | /s/ Peter A. Clemens | |
|
Peter A. Clemens |
||
| Senior Vice President & Chief Financial Officer | ||
Date: March
15,
2007
EXHIBIT
INDEX
| Exhibit
Number
|
Description |
| 99.1 | Press Release dated March 15, 2007 Announcing Results for Fourth Quarter and Year Ended December 31, 2006. |
CONTACT:
Acura
Pharmaceuticals, Inc.
Peter
A.
Clemens, SVP Investor Relations & CFO 847-705-7709
FOR
IMMEDIATE RELEASE
ACURA
PHARMACEUTICALS, INC. REPORTS 2006 FINANCIAL RESULTS and CASH
RESERVES
Palatine,
IL, March 15, 2007:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) today announced a net loss of $6.0 million
or $0.08 per common share for calendar year 2006 compared to a net loss of
$12.1
million or $0.18 per common share for calendar year 2005. For the quarter ended
December 31, 2006 the Company had net income of $3.9 million with a loss of
$0.04 per common share after special non-cash deemed dividends (as described
below). This compares to a net loss of $7.1 million or $0.04 per common share
for the same quarter in 2005.
The
calendar year and quarter ending December 31, 2006 loss per common share
includes non-cash benefits of $6.4 million for gains on common stock warrants
and gains on fair value changes in conversion features relating to the Company's
bridge loans maturing March 31, 2007 (the Bridge Loans). The loss per common
share also reflects a $20.0 million non-cash deemed dividend resulting from
modifications to the Company’s outstanding Bridge Loans. The Company’s
consolidated balance sheet and statements of operation appear below. Detailed
financial statements are included in the Company’s 2006 Form 10-K filed with the
Securities and Exchange Commission.
Cash
Reserves
As
of
March 1, 2007, the Company had cash and cash equivalents of approximately
$492,000. The Company estimates its current cash reserves will fund operating
activities through late March, 2007. To continue operating thereafter, the
Company must raise additional financing or enter into collaboration agreements
with third parties providing for cash payments to the Company. The
Company is actively seeking new funding of approximately $10 to $15 million
through a private offering of the Company’s securities.
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, 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.
|
ACURA
PHARMACEUTICALS, INC.
|
||
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||
|
(in
thousands)
|
|
(audited)
|
|||||||
|
at
December 31
|
|||||||
|
2006
|
2005
|
||||||
|
Current
Assets
|
$
|
467
|
$
|
444
|
|||
|
Property,
Plant and Equipment, net
|
1,145
|
1,341
|
|||||
|
Other
Assets
|
7
|
7
|
|||||
|
Total
Assets
|
$
|
1,619
|
$
|
1,792
|
|||
|
Accrued
Expenses
|
328
|
341
|
|||||
|
Stock
Warrants
|
10,784
|
-
|
|||||
|
Debt,
net
|
28,787
|
7,613
|
|||||
|
Stockholders'
Deficit
|
(38,280
|
)
|
(
6,162
|
)
|
|||
|
Total
Liabilities and Stockholders' Deficit
|
$
|
1,619
|
$
|
1,792
|
|||
|
ACURA
PHARMACEUTICALS, INC.
|
||||
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||
|
(in
thousands, except per share
data)
|
|
(audited)
Twelve
Mths Ended 12/31
|
(unaudited)
Three
Mths Ended 12/31
|
||||||||||||
|
Operating
Costs
|
2006
|
2005
|
2006
|
2005
|
|||||||||
|
Research
and Development
|
$
|
5,172
|
$
|
6,265
|
$
|
997
|
$
|
3,738
|
|||||
|
Marketing,
General and Administrative
|
5,654
|
5,296
|
900
|
3,176
|
|||||||||
|
Loss
from Operations
|
(10,826
|
)
|
(11,561
|
)
|
(1,897
|
)
|
(6,914
|
)
|
|||||
|
Other
(Expense) Income
|
|||||||||||||
|
Interest
Expense
|
(1,140
|
)
|
(636
|
)
|
(341
|
)
|
(202
|
)
|
|||||
|
Interest
Income
|
18
|
36
|
4
|
6
|
|||||||||
|
Amortization
of Debt Discount
|
(183
|
)
|
-
|
(183
|
)
|
-
|
|||||||
|
Gain
on Fair Value Change of
Conversion
Features
|
4,235
|
-
|
4,235
|
-
|
|||||||||
|
Gain
on Fair Value Change of
Common
Stock Warrants
|
2,164
|
-
|
2,164
|
-
|
|||||||||
|
(Loss)
Gain on Asset Disposals
|
(22
|
)
|
81
|
(71
|
)
|
(4
|
)
|
||||||
|
Other
|
(213
|
)
|
5
|
(10
|
)
|
4
|
|||||||
|
Total
Other (Expense) Income
|
4,859
|
(514
|
)
|
5,798
|
(196
|
)
|
|||||||
|
Net
(Loss) Income
|
$
|
(5,967
|
)
|
$
|
(12,075
|
)
|
$
|
3,900
|
$
|
(7,110
|
)
|
||
|
Basic
and Diluted Loss Per Common Share
Applicable
to Common Stockholders
|
$
|
(0.08
|
)
|
$
|
(0.18
|
)
|
$
|
(0.04
|
)
|
$
|
(0.04
|
)
|
|
|
Weighted
Average Number of
Outstanding
Common Shares
|
344,959
|
66,799
|
348,643
|
196,149
|
|||||||||