Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-146416
SUPPLEMENT
NO. 1
(To
Prospectus filed November 20, 2007)
342,432,734
shares
Acura
Pharmaceuticals, Inc.
Common
Stock
This
Prospectus Supplement, which supplements the prospectus we filed on November
20,
2007, will be used by selling security holders to resell the shares of common
stock by the selling stockholders. You should read this Prospectus Supplement
in
conjunction with the related prospectus and this Prospectus Supplement is
qualified in its entirety by reference to the Prospectus, as amended, except
to
the extent that the information contained herein modifies or supersedes the
information contained in the Prospectus.
See
“RISK FACTORS” beginning on page 3 of the Prospectus for information you should
consider before buying any securities hereunder.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
You
should read and rely only on the information contained in this Prospectus
Supplement and the related Prospectus, together with those documents
incorporated by reference. Neither Acura Pharmaceuticals, Inc. nor any selling
security holder has authorized any person to provide you with different or
additional information. If anyone provides you with different or additional
information, you should not rely on it. The selling security holders are
offering to sell, and are seeking offers to buy, the securities only in
jurisdictions where offers and sales are permitted. Neither this Prospectus
Supplement nor the related Prospectus, constitutes an offer to sell, or a
solicitation of an offer to buy, any securities by any person in any
jurisdiction in which it is unlawful for such person to make such an offer
or
solicitation. You should not assume that the information contained in this
Prospectus Supplement or the related Prospectus, is accurate as of any date
other than the date on the front cover of the respective document. Capitalized
terms used in this Prospectus Supplement and not otherwise defined herein shall
have the same meaning specified in the Prospectus.
The
date of this Prospectus Supplement is December 3, 2007
ADDITION
OF AND CHANGES TO SELLING STOCKHOLDERS
The
entries for
Vivo
Ventures Fund VI, L.P. and Vivo Ventures VI Affiliates Fund, L.P. and
associated footnotes in the selling stockholders table in the section of the
Prospectus entitled “Selling Stockholders” beginning on page 15 of the
Prospectus are replaced with the entries for such entities in the table below
and the associated footnotes.
Warrant
Strategies Fund, LLC is being added to the selling stockholders table as set
forth in the table below.
These
changes are being made following the acquisition by Warrant Strategies Fund,
LLC
of warrants to purchase 496,364 and 3,636 shares from Vivo
Ventures Fund VI, L.P. and Vivo Ventures VI Affiliates Fund, L.P.,
respectively on November 30 2007 (the “Warrant Transfer”).
The
information with respect to Vivo Ventures Fund VI, L.P., Vivo Ventures VI
Affiliates Fund, L.P., and Warrant Strategies Fund, LLC is current as of the
date of the Prospectus, except that it gives effect to the Warrant
Transfer.
|
Number
of shares
beneficially
owned prior to the
offering
(1)
|
Number
of
shares being
offered
|
Number
of
shares
beneficially
owned
after
the
Offering
|
Percentage
Ownership
After
Offering
|
||||||||||
|
Vivo
Ventures Fund VI, L.P.
(6)
|
24,321,816(23)
|
24,321,816(23)
|
0
|
*
|
|||||||||
|
Vivo
Ventures VI Affiliates Fund, L.P.
(6)
|
178,184(24)
|
178,184(24)
|
0
|
*
|
|||||||||
|
Warrant
Strategies Fund, LLC (35)
|
500,000(36)
|
500,000(36)
|
0
|
*
|
|||||||||
____________
*
Less than One Percent
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission. Amounts in this column assume full exercise
by the
respective selling stockholders of all warrants whose underlying
shares
are covered by this Prospectus. Number of shares prior to the offering
give effect to the transfer of warrants to purchase 496,364 and 3,636
shares from Vivo Ventures Fund VI, L.P. and Vivo Ventures VI Affiliates
Fund, L.P., respectively, to Warrant Strategies Fund, LLC on November
30,
2007 but are otherwise current as of the date of the
Prospectus.
|
|
(6)
|
Vivo
Ventures Fund VI, L.P. and Vivo Ventures VI Affiliates Fund, L.P.
are
affiliated entities (the “Vivo Entities”). Vivo Ventures Fund VI, L.P. has
the right to designate an observer to attend meetings of our Board
of
Directors, until such time as it disposes of 50% of the securities
it
acquired in the PIPE Transaction and Vivo Ventures Fund VI, L.P.
has
designated Albert Cha as such observer. The amounts listed for each
of the
Vivo Entities excludes the amounts held by any other Vivo Entity.
All
shares held by each Vivo Entity were acquired in the PIPE Transaction.
Vivo Ventures Fund VI, L.P. invested $5 million and Vivo Ventures
VI
Affiliates Fund, L.P. invested $0.4 million in the PIPE
Transaction.
|
|
(23)
|
Includes
4,467,272 shares underlying warrants acquired in the PIPE Transaction,
exercisable at $0.34 per share.
|
|
(24)
|
Includes
32,728 shares underlying warrants acquired in the PIPE Transaction,
exercisable at $0.34 per share.
|
|
(35)
|
The
following natural person exercises voting, investment and dispositive
rights over our securities held of record by Warrant Strategies Fund,
LLC:
J. Mitchell Hall.
|
|
(36)
|
Includes
500,000 shares underlying warrants acquired in the PIPE Transaction,
exercisable at $0.34 per share.
|
2