UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
____________
FORM
8-K/A
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)
___________________________________________________________
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State
of New York
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1-10113
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11-0853640
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(State
of Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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Explanatory
Note: This
amendment to the Registrant’s current report on Form 8-K, dated March 30, 2007
and filed with the Securities and Exchange Commission on April 2, 2007 (the
“Form 8-K”) corrects an inadvertent mistake in Item 1.01(iii) where the
principal amount of the commitment for additional bridge funding from the VC
Lenders (as defined below) was inadvertently reported as $600,000 million
instead of $600,000. This amendment amends and restates Item 1.01 of the Form
8-K.
Item
1.01 Entry
Into a Material Definitive Agreement
On
March
30,
2007,
the
Registrant amended bridge loan agreements 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”) and certain individual
lenders, dated June 22, 2005, September 16, 2005, November 9, 2005 and January
31, 2006 (the “Bridge Loan Agreements”), under which the Registrant has borrowed
the principal amount of $9.340 million (inclusive of the March
30,
2007
bridge
loan in the principal amount of $600,000 described in Item 8.01) (collectively,
the “Bridge Loans”). The amendments to the Bridge Loan Agreements provide
for:
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(i)
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the
extension of the maturity date of the Bridge Loans from March 31,
2007 to
September 30, 2007;
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(ii)
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the
continued satisfaction of interest payments in the Registrant’s common
stock based upon the average of the closing bid and asked prices
of the
common stock for the five (5) trading days immediately preceding
the
interest payment date;
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(iii)
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the
commitment for additional bridge funding to be provided by the VC
Lenders
in the principal amount of up to $600,000 (after giving effect to
the
Bridge Loan of $600,000 made by the VC Lenders on March
30, 2007
and described in Item 8.01); and
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(iv)
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the
right of the bridge lenders to convert the Bridge Loans (including
the
additional bridge loans to be advanced under subsection (iii) above)
(the
“Bridge Loan Financing”), into the Registrant’s common stock upon the
completion of a third-party equity financing providing gross proceeds
to
the Registrant in the aggregate amount of at least $5 million (a
“Third
Party Equity Financing”), a Change of Control Transaction or upon the
maturity date of the Bridge Loan Financing (each a “Triggering Event”).
Upon the occurrence of a Triggering Event, the bridge
lenders may convert the $2.00 million of Bridge Loans secured from
November 2006 through February 2007 (the “November 2006 Bridge Loans”) and
the Bridge Loans secured March
30, 2007
and any future Bridge Loans into the Registrant’s common stock at a
conversion price equal to (A)
in the case of the completion of a Third Party Equity Financing,
the
lesser of (i) the average price of the securities sold by the Registrant
in such Third Party Equity Financing, (ii) 80% of the average closing
bid
and asked prices of the Registrant’s common stock for the twenty trading
days immediately preceding the public announcement of the Third Party
Equity Financing, and (iii) $0.46 per share ($0.44, in the case of
the
November 2006 Bridge Loans) and (B) in the case of a Change of Control
Transaction or upon the maturity date of the Bridge Loan Financing,
the
lesser of (i) $0.46 per share ($0.44, in the case of the November
2006
Bridge Loans) and (ii) 80% of the average closing bid and asked prices
of
the Registrant’s common stock for the twenty trading days immediately
preceding the public announcement of the Change of Control Transaction
or
the maturity date, as applicable, but in no event in the case of
clauses
(A) and (B), less than $0.21 per share. In addition, upon a Triggering
Event, the bridge lenders may convert (i) $2.55 million of Bridge
Loan
Financing into the Company's common stock at a conversion price of
$0.20
per share, (ii) $2.3 million of Bridge Loan Financing at a conversion
price of $0.225 per share and (iii) $1.894 million of bridge loan
financing at a conversion price of $0.25 per share, and in addition
in the
case of clauses (i)-(iii) of this sentence in a Third Party Equity
Financing, on the same terms as provided in such Third-Party Equity
Financing (but not less than $0.21 per share).
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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.
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. | ||
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| By: | /s/ Peter Clemens | |
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Peter
A. Clemens
Senior
Vice President & Chief Financial Officer
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Date: April
3, 2007
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