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 (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
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet
Arrangement
On
May
17, 2007, the Registrant drew down the final $600,000 of a $1.2 million March,
2007 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 “March 2007 Bridge Loan Commitment”). Previously,
the Registrant had drawn a total of $600,000 against the March 2007 Bridge
Loan
Commitment. Advances under the March 2007 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, mature on September 30, 2007 and are senior
to
all other of the Registrant’s debt. Including the $600,000 secured today, the
Registrant has a total of $9.94 million in bridge loans outstanding and due
on
September 30, 2007.
Item
8.01 Other
Events
On
May
18, 2007, the Registrant issued the press release attached hereto as Exhibit
99.1 in connection with the drawdown.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated May 18, 2007 Announcing Draw Down 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: May
18,
2007
Exhibit
Index
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release dated May 18, 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 MARCH, 2007 BRIDGE FUNDING
COMMITMENT
Palatine,
IL,
May
18, 2007:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) today announced it has completed the draw
down of the $1.2 million March, 2007 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 “March Bridge
Loan Commitment”). In March and April, 2007, the Company had drawn a total of
$600,000 against the March Bridge Loan Commitment. On May 17, 2007 the remainder
of $600,000 under the March Bridge Loan Commitment was received by the Company.
Advances under the March 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 September 30, 2007 and are senior to all other Company
debt. Including the $600,000 secured today, the Company has a total of $9.9
million in bridge loans outstanding and due on September 30, 2007.
The
Bridge Lenders have the right to convert the Bridge Loans into the Company’s
common stock at certain specified prices per share upon the occurrence of any
one of certain triggering events including, (i) the completion of a third-party
equity financing providing gross proceeds to the Company in the aggregate amount
of at least $5.0 million; (ii) a change of control transaction or (iii) upon
the
maturity of the Bridge Loans. The Bridge Loan Amendment may be reviewed in
the
Company’s Form 8-K filed with the Securities and Exchange Commission.
Use
of Proceeds and Cash Reserves
The
Company will utilize the net proceeds from the March 2007 Bridge Loan to fund
product development and licensing activities for its Aversion® Technology and
related product candidates. The Company estimates that its current cash
reserves, including the net proceeds from the March 2007 Bridge Loan, will
fund
operations through mid June 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. Acura Pharmaceuticals, Inc.
press releases may be reviewed at
www.acurapharm.com.