0001410578-23-001462 | 10-K | XBRL Viewer | Acura Pharmaceuticals INC

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended			6 Months Ended	12 Months Ended		15 Months Ended
	Jun. 28, 2019	Jul. 31, 2021	Jun. 28, 2019	Dec. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021
Contract Balance And Performance Obligations description								The Company had no contract assets and contract liability balances under the license and collaboration agreements at either December 31, 2021 or 2020.
Impairment charge on intangible asset				$ 47		$ 668		$ 47	$ 668
Product sales return allowance liability					$ 223			0	223
Sales return allowance liability									0
License fees received							$ 3,000	1,400	$ 3,000
AD Pharma
Monthly license payment receivable	$ 350							50		$ 200
License fees			$ 350
Reimbursable development expense								78
Abuse Deterrent Pharma, LLC
Monthly license payment receivable								50
Reimbursable LTX-03 development expenses								$ 78
Abuse Deterrent Pharma, LLC \| AD Pharma
Monthly license payment receivable		$ 200

PROPERTY, PLANT AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2021

PROPERTY, PLANT AND EQUIPMENT

Schedule of Property, Plant and equipment

Property, plant and equipment is summarized as follows (in thousands):


	December 31,
	2021		2020
Building and improvements	$	1,273	$	1,273
Scientific equipment		597		597
Computer hardware and software		105		106
Machinery and equipment		274		274
Land and improvements		162		162
Other personal property		68		70
Office equipment		27		27
		2,506		2,509
Less: accumulated depreciation		(2,068)		(2,025)
Total property, plant and equipment, net	$	438	$	484

COMMON STOCK PURCHASE WARRANTS

12 Months Ended

Dec. 31, 2021

COMMON STOCK PURCHASE WARRANTS.

COMMON STOCK PURCHASE WARRANTS

NOTE 10 – COMMON STOCK PURCHASE WARRANTS

Our warrant activity during the years ended December 31, 2021 and 2020 is shown below (in thousands except price data):


	December 31,
	2021			2020
		WAvg			WAvg
		Exercise			Exercise
	Number	Price		Number	Price
Outstanding, Jan. 1	11,782	$	0.09	11,842	$	0.10
Issued	—		—	—		—
Exercised	—		—	—		—
Expired	—		—	(60)		2.52
Modification	—		—	—		—
Outstanding, Dec. 31	11,782	$	0.09	11,782	$	0.09

As part of our July 2017 private placement transaction with Mr. Schutte, we issued warrants to purchase 1,782,531 shares of our common stock. The warrants are immediately exercisable at a price of $0.528 per share and expire five years after issuance in July 2022. (See Note 8). We have assigned a relative fair value of $495 thousand to the warrants out of the total $4.0 million proceeds from the private placement transaction and have accounted for these warrants as equity. These warrants expired unexercised in July 2022.

In June 2019 as part of the changes made to the loan agreements we had with Mr. Schutte, each having an original due date of January 2, 2020, we issued to him a warrant to purchase 10.0 million shares of our common stock exercisable at a price of $0.01 per share and expire five years after issuance in June 2024. We obtained a valuation of fair value on the warrant and $1.145 million was allocated to the warrant and accounted for as equity. (See Note 7 and Note 8). The warrant for 10.0 million shares was assigned and transferred by Mr. Schutte to AD Pharma on June 28, 2019.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

EMPLOYEE BENEFIT PLAN	12 Months Ended
Dec. 31, 2021
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN	NOTE 9 – EMPLOYEE BENEFIT PLAN We have a 401(k) and Profit-Sharing Plan (the “Plan”) for our employees. Employees may elect to make a basic contribution of up to 80% of their annual earnings subject to certain regulatory restrictions on their total contribution. The Plan provides that the Company can make discretionary matching contributions along with a discretionary profit-sharing contribution. Acura did not contribute a matching contribution nor a profit sharing contribution to the Plan during the year ended December 31 2021 or 2020.

EMPLOYEE BENEFIT PLAN

12 Months Ended

Dec. 31, 2021

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN

NOTE 9 – EMPLOYEE BENEFIT PLAN

We have a 401(k) and Profit-Sharing Plan (the “Plan”) for our employees. Employees may elect to make a basic contribution of up to 80% of their annual earnings subject to certain regulatory restrictions on their total contribution. The Plan provides that the Company can make discretionary matching contributions along with a discretionary profit-sharing contribution. Acura did not contribute a matching contribution nor a profit sharing contribution to the Plan during the year ended December 31 2021 or 2020.

LICENSE AND COLLABORATION AGREEMENTS - Intangible asset (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
LICENSE AND COLLABORATION AGREEMENTS
Intangible asset - Aversion	$ 2,000	$ 2,000
Less: accumulated amortization	(1,285)	(1,259)
Less: reserve for impairment	(715)	(668)
Net	$ 0	$ 73

SHARE-BASED COMPENSATION EXPENSE - Stock Option plan activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share based Compensation Arrangement by Share-based Payment Award
Weighted average remaining contractual term	2 years 9 months 3 days
Stock Option Plan
Share based Compensation Arrangement by Share-based Payment Award
Number of Options Outstanding, Beginning	1,254	1,356
Number of Options, Granted	0	0
Number of Options, Exercised	(94)	0
Number of Options, Forfeited	0	0
Number of Options, Expired	(129)	(102)
Number of Options Outstanding, Ending	1,031	1,254
Number of Options exercisable	1,031	1,254
Weighted Average Exercise Price, Beginning	$ 3.46	$ 4.45
Weighted Average Exercise Price, Granted	0	0
Weighted Average Exercise Price, Exercised	0.20	0
Weighted Average Exercise Price, Forfeited	0	0
Weighted Average Exercise Price, Expired	11.69	16.54
Weighted Average Exercise Price, Ending	2.73	3.46
Weighted Average Exercise Price, Options exercisable	$ 2.73	$ 3.46
Intrinsic value in the stock option awards outstanding	$ 58
Total intrinsic value of stock option awards exercised during the period	$ 94	$ 22

COMMON STOCK PURCHASE WARRANTS (Tables)

12 Months Ended

Dec. 31, 2021

COMMON STOCK PURCHASE WARRANTS.

Schedule of common stock warrant activity

Our warrant activity during the years ended December 31, 2021 and 2020 is shown below (in thousands except price data):


	December 31,
	2021			2020
		WAvg			WAvg
		Exercise			Exercise
	Number	Price		Number	Price
Outstanding, Jan. 1	11,782	$	0.09	11,842	$	0.10
Issued	—		—	—		—
Exercised	—		—	—		—
Expired	—		—	(60)		2.52
Modification	—		—	—		—
Outstanding, Dec. 31	11,782	$	0.09	11,782	$	0.09

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 2,506	$ 2,509
Less: accumulated depreciation	(2,068)	(2,025)
Net property, plant and equipment	438	484
Building and improvements
Property, Plant and Equipment [Line Items]
Total	1,273	1,273
Scientific equipment
Property, Plant and Equipment [Line Items]
Total	597	597
Computer hardware and software
Property, Plant and Equipment [Line Items]
Total	105	106
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total	274	274
Land and improvements
Property, Plant and Equipment [Line Items]
Total	162	162
Other personal property
Property, Plant and Equipment [Line Items]
Total	68	70
Office equipment
Property, Plant and Equipment [Line Items]
Total	$ 27	$ 27

DEBT - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands					6 Months Ended	12 Months Ended
	Jun. 09, 2021	Mar. 16, 2021	Jun. 28, 2019	Dec. 31, 2018	Jun. 27, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018	Apr. 13, 2020	Jun. 30, 2019
Debt Instrument [Line Items]
Amount borrowed from related party						$ 150	$ 0
Common shares exercise price										$ 0.01
Schutte
Debt Instrument [Line Items]
Amount borrowed from related party					$ 650			$ 4,350
Debt instrument principal amount			$ 5,000
Proceeds from Issuance of Long-term Debt				$ 6,000
Schutte Note
Debt Instrument [Line Items]
Proceeds from Issuance of Long-term Debt			725
Aggregate principal of promissory notes and accrued interest			$ 6,000
Debt instrument, interest rate, stated percentage			7.50%
Common shares exercise price			$ 0.01			$ 0.01
Principal and interest converted shares			37,500,000
Issued warrant			10,000,000.0			10,000,000.0
Share Price			$ 0.16
Interest expense						$ 200	$ 450
1st PPP Loan
Debt Instrument [Line Items]
Debt instrument principal amount									$ 269
2nd PPP Loan
Debt Instrument [Line Items]
Debt instrument principal amount		$ 266
Loan term		5 years
AD Pharma Amended Agreement \| Abuse Deterrent Pharma, LLC
Debt Instrument [Line Items]
Principal and interest converted shares	42,984,375
Conversion received	$ 6,000
Unpaid interest	$ 877
Acura Pharmaceuticals Inc
Debt Instrument [Line Items]
Ownership percentage						66.00%

INCOME TAXES - Components of Our Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Estimated future value of NOLs
- Federal	$ 2,667	$ 2,269
- State	969	903
Research and development tax credits
- Federal	1,325	1,283
- State	51	31
Share-based compensation	52	104
Debt extinguishment		636
Finance lease liability	14
Other, net	294	301
Total deferred tax asset	5,372	5,527
Valuation allowance	(5,358)	$ (5,527)
Net deferred tax assets	14
Deferred tax liabilities:
Finance lease right-of-use	(14)
Total deferred tax liabilities	(14)
Net deferred tax assets	$ 14

COMMON STOCK PURCHASE WARRANTS - Warrant Activity (Details) - Common stock purchase warrants - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Number of Options Outstanding, Beginning	11,782	11,842
Number of Options, Issued	0	0
Number of Options, Exercised	0	0
Number of Options, Expired	0	(60)
Number of Options, Modification	0	0
Number of Options Outstanding, Ending	11,782	11,782
Weighted Average Exercise Price
Weighted Average Exercise Price, Beginning	$ 0.09	$ 0.10
Weighted Average Exercise Price, Issued	0	0
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Expired	0	2.52
Weighted Average Exercise Price, Modification	0	0
Weighted Average Exercise Price, Ending	$ 0.09	$ 0.09

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Estimated Lives of Major Classification of Depreciable Assets


Building and improvements		10 - 40 years
Land improvements		20 - 40 years
Machinery and equipment		7 - 10 years
Scientific equipment		5 - 10 years
Computer hardware and software		3 - 10 years

LEASES - Future minimum lease commitments under the Company's non-cancelable finance lease (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Future minimum lease commitments under the Company's non-cancelable finance lease
2022	$ 33
2023	17
Total undiscounted lease payments	50
Total lease liability	$ 50	$ 0

SHARE-BASED COMPENSATION EXPENSE (Tables)

12 Months Ended

Dec. 31, 2021

SHARE-BASED COMPENSATION EXPENSE

Schedule of share-based compensation, stock option plan activity

A summary of our stock option plans as of December 31, 2021 and 2020 and for the year then ended consisted of the following (in thousands except exercise price):


	Year Ended December 31,
	2021			2020
		Weighted			Weighted
	Number	Average			Average
	of	Exercise		Number of	Exercise
	Options	Price		Options	Price
Outstanding, Jan. 1	1,254	$	3.46	1,356	$	4.45
Granted	—		—	—		—
Exercised	(94)		0.20	—		—
Forfeited	—		—	—		—
Expired	(129)		11.69	(102)		16.54
Outstanding, Dec. 31	1,031	$	2.73	1,254	$	3.46
Exercisable, Dec. 31	1,031	$	2.73	1,254	$	3.46

Schedule of grants under the RSU Plans

A summary of the grants under the RSU Plans as of December 31, 2021 and 2020, and for the year then ended consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
		Number of		Number of
	Number	Vested	Number of	Vested
	of RSUs	RSUs	RSUs	RSUs
Outstanding, Jan. 1	839	839	1,017	1,017
Granted	267	—	219	—
Distributed	(447)	(447)	(397)	(397)
Vested	—	267	—	219
Forfeited	—	—	—	—
Outstanding, Dec. 31	659	659	839	839

REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

12 Months Ended

Dec. 31, 2021

REVENUE FROM CONTRACTS WITH CUSTOMERS

Schedule of disaggregation of revenue

Royalty revenues by licensee are summarized below:


	Year Ended
	December 31,
	2021		2020
Assertio (Oxaydo)	$	130	$	102
MainPointe - related party (Nexafed)		2		7
Royalty revenues	$	132	$	109

SUBSEQUENT EVENTS - Additional Information (Details) $ in Thousands	1 Months Ended
	May 31, 2023 USD ($)
Subsequent Event
SUBSEQUENT EVENT
Refunds received under the employee retention credit	$ 235

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended		15 Months Ended
	Jun. 28, 2019	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021
Financing Receivable, Impaired [Line Items]
Asset Impairment Charges		$ 47	$ 668
Other Sale Revenues Net			31	$ 238
Revenue From Royalty			132	109
AD Pharma Amended Agreement
Financing Receivable, Impaired [Line Items]
Proceeds from License Fees Received	$ 350		50		$ 200
MainPointe
Financing Receivable, Impaired [Line Items]
Revenue From Royalty			2	7
Zyla
Financing Receivable, Impaired [Line Items]
Revenue From Royalty			$ 130	$ 102
Schutte Note
Financing Receivable, Impaired [Line Items]
Long-term debt borrowings	725
Aggregate principal of promissory notes and accrued interest	$ 6,000

LICENSE AND COLLABORATION AGREEMENTS (Details) - USD ($) $ in Thousands		1 Months Ended					3 Months Ended		12 Months Ended		15 Months Ended
	Jun. 28, 2019	Jul. 31, 2021	Jun. 28, 2019	Mar. 31, 2017	Oct. 31, 2016	Apr. 30, 2014	Dec. 31, 2021	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2021
License Development and Commercialization Agreement [Line Items]
Payment for Termination						$ 2,000
Agreement Termination Notice Description									Assertio may terminate the Assertio Agreement for convenience on 120 days prior written notice, which termination may not occur prior to the second anniversary of Assertio’s launch of Oxaydo. Termination does not affect a party’s rights accrued prior thereto, but there are no stated payments in connection with termination other than payments of obligations previously accrued. For all terminations (but not expiration), the Assertio Agreement provides for the transition of development and marketing of Oxaydo from Assertio to us, including the conveyance by Assertio to us of the trademarks and all regulatory filings and approvals relating to Oxaydo, and for Assertio’s supply of Oxaydo for a transition period.
Finite-Lived Intangible Asset, Useful Life						9 years 8 months 12 days
Amortization of intangible asset									$ 26	$ 69
Impairment charge against the intangible asset							$ 47	$ 668	47	$ 668
Patents
License Development and Commercialization Agreement [Line Items]
Payment for Termination						$ 2,000
AD Pharma Amended Agreement
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable	$ 350								50		$ 200
Reimbursable development expense									78
License fees			$ 350
Assertio Agreement covering Oxaydo
License Development and Commercialization Agreement [Line Items]
Sales-based milestone payment									12,500
Threshold sales for sales-based milestone payment									150,000
Abuse Deterrent Pharma, LLC
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable									$ 50
Abuse Deterrent Pharma, LLC \| AD Pharma Amended Agreement
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable		$ 200
MainPointe Pharmaceuticals, LLC \| AD Pharma Amended Agreement
License Development and Commercialization Agreement [Line Items]
Waiver of exercise price if exercise of option occurs by certain date	$ 500
Period from effective date for exercise of option	5 years
MainPointe
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable				$ 2,500
Licensing agreement, royalty percentage				7.50%
License Agreement Option Products Description				MainPointe has the option to expand the licensed territory beyond the United States and Canada to the European Union (and the United Kingdom), Japan and South Korea for payments of $1.0 million, $500 thousand and $250 thousand, respectively. In addition, MainPointe has the option to add to the MainPointe Agreement certain additional products containing PSE and utilizing the Impede Technology (“Option Products”) for a fee of $500 thousand per product (for all product strengths). Such Option Products include the product candidate Loratadine with pseudoephedrine. If the territory has been expanded prior to the exercise of a product option, the option fee will be increased to $750 thousand per product. If the territory is expanded after the payment of the $500 thousand product option fee, a one-time $250 thousand fee will be due for each product. If a third party is interested in developing or licensing rights to one of the Option Products, MainPointe must exercise its option for that product or its option rights for such product will terminate.
MainPointe \| JAPAN
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable				$ 500
Kempharm Agreement
License Development and Commercialization Agreement [Line Items]
Monthly license payment receivable					$ 3,500
Kempharm Agreement \| Minimum
License Development and Commercialization Agreement [Line Items]
Additional Upfront Payment Receivable					$ 1,000

INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
INCOME TAXES
Benefit at U.S. statutory tax rate	$ (185)	$ (254)
State taxes (benefit), net of federal effect	(55)	(76)
State research and development tax credits	(16)	(18)
Federal research and development tax credits	(42)	(76)
PPP loan forgiveness	(112)
Other	97	(120)
Change in valuation allowance	313	544
(Benefit) provision for income taxes	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

PROPERTY, PLANT AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
PROPERTY, PLANT AND EQUIPMENT
Depreciation	$ 47	$ 56

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The consolidated financial statements include the accounts of our wholly-owned subsidiary, Acura Pharmaceutical Technologies Inc., after elimination of intercompany accounts and transactions. Amounts presented have been rounded to the nearest thousand, where indicated, except share and per share data.

Use of Estimates

Management is required to make certain estimates and assumptions in order to prepare consolidated financial statements in conformity with GAAP. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based on such periodic evaluations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash, royalty receivable, collaboration revenue receivable and license fee receivable. The Company maintains deposits in federally insured financial institutions which deposits can be at times in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, or an exit price, in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurement establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows:

◾

Level 1—Quoted prices in active markets for identical assets and liabilities;

◾

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

◾

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s financial instruments consist primarily of cash, royalty, collaboration revenue and license fee receivables, trade accounts payable and related party debt. The carrying amounts of these financial instruments, other than related party debt, are representative of their respective fair values due to their relatively short maturities. The carrying value of related party debt approximates fair value due to its recent issuance in December 2021. The estimated fair value of the related party debt is considered a Level 2 fair value measurement.

Segment Reporting

The Company operates and manages its business as one operating segment which is the research, development and commercialization of technologies and products intended to address safe use of medications. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America.

Share-based Compensation Expense

We have several share-based compensation plans covering stock options and RSUs for our employees and directors, which are described more fully in Note 12.

We measure our compensation cost related to share-based payment transactions based on fair value of the equity or liability classified instrument. For purposes of estimating the fair value of each stock option unit on the date of grant, we utilize the Black-Scholes option-pricing model. Option valuation models require the input of highly subjective assumptions including the expected volatility factor of the market price of our common stock (as determined by reviewing our historical public market closing prices). Our accounting for share-based compensation for RSUs is based on the closing market price of our common stock on the date of grant. We account for forfeitures as they occur.

Our total share-based compensation expense recognized in the Company’s annual results of operations for years ended December 31, 2021 and 2020 was $110 thousand and $53 thousand, respectively, for RSU awards issued to our non-employee directors. This expense was from both non-cash and cash-portioned RSUs and was recorded in general and administrative expenses.

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. We have no leasehold improvements. Betterments are capitalized and maintenance and repairs are charged to operations as incurred. When a depreciable asset is retired from service, the cost and accumulated depreciation is removed from the respective accounts.

Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives of the major classification of depreciable assets are:


Building and improvements		10 - 40 years
Land improvements		20 - 40 years
Machinery and equipment		7 - 10 years
Scientific equipment		5 - 10 years
Computer hardware and software		3 - 10 years

Intangible and Long-Lived Assets

Long-lived assets such as the intangible asset and property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of the assets to be held and used is measured by a comparison of the carrying amount of the asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying value of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the first quarter 2020 a triggering event occurred with the decline in royalty cash flows under our license and collaboration agreement with Assertio Holdings Inc. (See Note 3), and we performed an impairment test which indicated that the carrying value of the intangible asset was greater than the fair value. The fair value calculation of the intangible asset included significant estimates and assumptions related to the amount and timing of projected future cash flows and in the situation when the asset is determined to not be recoverable, the discount rate. The impairment test resulted in a $668 thousand impairment charge against the intangible asset, which was determined using our estimate of discounted royalty cash flows remaining under our license agreement with Assertio, and recorded a like amount to general and administrative expense. During the fourth quarter 2021 another triggering event occurred resulting in an additional $47 thousand impairment against the intangible asset.

Leases

Leases are recorded on the consolidated balance sheets as financed lease – “right-of-use” assets and financed lease liabilities. The related right-of-use assets are amortized on a straight-line basis over the lesser of the lease term or the estimated useful life of the asset. Leases are classified as either operating or finance leases and lease expense is recognized within “general and administrative expenses” or will be recognized within “research and development” expenses if it is associated with operations at our subsidiary. Finance leases are treated as the purchase of an asset on a financing basis. See Note 12 for additional information regarding leases.

License and Collaboration Agreement Revenues

The achievement of milestones under the Company’s license and collaboration agreements will be recorded as revenue during the period the milestone’s achievement becomes probable. The license fee of an option product or option territory under the Company’s license and collaboration agreements will be recorded as revenue when the option is exercised and any obligations on behalf of the Company, such as to transfer know-how, has been fulfilled. The monthly license fee under the Company’s LTX-03 license and collaboration agreement will be recorded as revenue upon the fulfillment of the monthly development activities. The out-of-pocket development expenses under the license and collaboration agreements will be recorded as revenue upon the performance of the service or delivery of the material during the month.

Collaboration revenue is derived from reimbursement of development expenses, as under our collaboration agreement with AD Pharma, and are recognized when costs are incurred pursuant to the agreements. The ongoing research and development services being provided under the collaboration are priced at fair value based upon the reimbursement of expenses incurred pursuant to the collaboration agreement. We recognized $31 thousand and $238 thousand of collaboration revenue under the AD Pharma Amended Agreement during the years ended December 31, 2021 and 2020, respectively.

Royalty Revenue

We recognize revenue from royalties based on our licensees' sales of our products or products using our technologies. Royalties are sales-based royalties which are recognized as the related sales occur. These royalties were promised in exchange for a license of intellectual property.

In connection with our license and collaboration agreement with Assertio to commercialize Oxaydo tablets we will receive a stepped royalty at percentage rates ranging from mid-single digits to double-digits based on Oxaydo net sales during each calendar year over the term of the agreement (excluding net sales resulting from any co-promotion efforts by us). We recognize royalty revenue each calendar quarter based on net sales reported to us by Assertio in accordance with the agreement. Assertio’s first commercial sale of Oxaydo occurred in October 2015. We have recorded royalties of $130 thousand and $102 thousand during the years ended December 31, 2021 and 2020, respectively. (See Note 3).

In connection with the MainPointe Agreement, which occurred in March 2017, we are receiving a royalty of 7.5% on net sales of the licensed products over the term of the agreement. Such royalty shall be payable for sales made during each calendar quarter and payment will be remitted within forty-five (45) days after the end of the quarter to which it relates. We have recorded royalties of $2 thousand and $7 thousand during the years ended December 31, 2021 and 2020, respectively. (See Note 3).

Research and Development Activities

Research and Development (“R&D”) costs include internal R&D activities, external Contract Research Organization (“CRO”) services and their clinical research and investigative sites, and other activities. Internal R&D activity costs can include facility overhead, equipment and facility maintenance and repairs, laboratory supplies, pre-clinical laboratory experiments, formulation work, depreciation, salaries, benefits, insurance and share-based compensation expenses. CRO activity costs can include preclinical laboratory experiments and clinical trial studies. Other activity costs can include regulatory consulting, regulatory legal counsel, cost of acquiring, developing and manufacturing pre-clinical trial materials, costs of manufacturing scale-up, and cost sharing expenses under license agreements. Internal R&D costs and other activity costs are charged to expense as incurred. We make payments to the CRO's based on agreed upon terms and may include payments in advance of a study starting date. Payments in advance will be reflected in the consolidated financial statements as prepaid expenses. We review and charge to expense accrued CRO costs and clinical trial study costs based on services performed and rely on estimates of those costs applicable to the stage of completion of a study as provided by the CRO. Our accrued CRO costs are subject to revisions as such studies progress towards completion. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. We did not have prepaid CRO costs or prepaid clinical trial study expenses at December 31, 2021 or 2020.

Income Taxes

We account for income taxes under the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and the income tax basis of assets and liabilities and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse. Additionally, net operating loss and tax credit carryforwards are reported as deferred income tax assets. The realization of deferred income tax assets is dependent upon future earnings. A valuation allowance is required against deferred income tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets may not be realized. At December 31, 2021 and 2020, 100% of all remaining net deferred income tax assets were offset by a valuation allowance due to uncertainties with respect to future utilization of net operating loss carryforwards. If in the future it is determined that additional amounts of our deferred income tax assets would likely be realized, the valuation allowance would be reduced in the period in which such determination is made and an additional benefit from income taxes in such period would be recognized.

Customer Concentration

Under the AD Pharma Amended Agreement, AD Pharma also has a license to the Limitx patents for LTX-02 (oxycodone/acetaminophen) and LTX-09 (alprazolam) for exclusive commercialization rights in the United States, which are not subject to any development agreement or responsibilities by Acura. The AD Pharma Amended Agreement required AD Pharma to pay us a monthly license payment for LTX-03 of $350 thousand for a period from inception up to April 2020 at which time the payment became $200 thousand per month. The monthly license payments ended on July 31, 2021 under the AD Pharma Amended Agreement. The AD Pharma Amended Agreement required AD Pharma to reimburse us all our outside development costs we incurred for LTX-03.

Pharma choose not to exercise this option to terminate and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate AD Pharma Amended Agreement expires.

The AD Pharma Amended Agreement allows AD Pharma to terminate the AD Pharma Amended Agreement anytime for “convenience on 30 days prior written notice”.

Under our agreement with MainPointe, we earn royalties from MainPointe sale of the licensed product line Nexafed.

Under our license agreement with Assertio, we earn royalties from Assertio’s sale of the licensed product Oxaydo.

Recent Accounting Pronouncements

New accounting standards which have not yet been adopted on or before December 31, 2021

Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact that the standard will have on the financial statements and related footnote disclosures.

Convertible Debt

In August, 2020, the FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock. The ASU is effective for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the standard will have on the financial statements and related footnote disclosures.

SUBSEQUENT EVENTS (Details) - USD ($)							1 Months Ended	11 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	May 19, 2023	Mar. 20, 2023	Feb. 22, 2023	Jan. 19, 2023	Dec. 22, 2022	Nov. 10, 2022	Dec. 31, 2021	Oct. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SUBSEQUENT EVENT
Amount borrowed from related party										$ 150,000	$ 0
Schutte \| Related party
SUBSEQUENT EVENT
Amount borrowed from related party							$ 150,000	$ 1,925,000
Interest rate							5.25%	5.25%
Subsequent Event \| November 2022 Note
SUBSEQUENT EVENT
Amount borrowed from related party						$ 2,319,000
Interest rate						5.25%
Aggregate balance of notes						$ 3,469,000
Subsequent Event \| Schutte \| Related party
SUBSEQUENT EVENT
Amount borrowed from related party									$ 1,775,000
Subsequent Event \| AD Pharma \| Related party
SUBSEQUENT EVENT
Amount borrowed from related party	$ 150	$ 250	$ 250	$ 250	$ 250
Subsequent Event \| AD Pharma \| Related party \| November 2022 Note
SUBSEQUENT EVENT
Amount borrowed from related party						$ 350,000

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
ACCRUED EXPENSES
Cost sharing expenses under license agreements	$ 0	$ 428
Other fees and services	26	24
Payroll, payroll taxes and benefits	0	8
Professional services	137	117
Financed premiums on insurance policies	55	28
Property taxes	10	9
Franchise taxes	10	17
Total	$ 238	$ 631

PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2021

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is summarized as follows (in thousands):


	December 31,
	2021		2020
Building and improvements	$	1,273	$	1,273
Scientific equipment		597		597
Computer hardware and software		105		106
Machinery and equipment		274		274
Land and improvements		162		162
Other personal property		68		70
Office equipment		27		27
		2,506		2,509
Less: accumulated depreciation		(2,068)		(2,025)
Total property, plant and equipment, net	$	438	$	484

We do not have leasehold improvements. We have one finance lease. (See Note 12). Costs of betterments are capitalized while maintenance costs and repair costs are charged to operations as incurred. When a depreciable asset is retired from service, the cost and accumulated depreciation will be removed from the respective accounts.

Depreciation expense was $47 thousand and $56 thousand for each of the years ended December 31, 2021 and 2020, respectively.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Cash	$ 65	$ 413
Royalty receivable	30	30
Collaboration receivable from related party	78	197
License fees receivable from related party	50	400
Prepaid expenses and other current assets	149	139
Total current assets	372	1,179
Finance lease right of use	50	0
Property, plant and equipment, net	438	484
Intangible asset, net	0	73
Total assets	860	1,736
Liabilities:
Accounts payable	192	31
Accrued expenses	238	631
Finance lease liability - current	33	0
Loans under CARES Act	0	164
Other current liabilities	52	18
Accrued interest to related party	0	678
Convertible debt to related party, net of discounts	0	6,000
Total current liabilities	515	7,522
Finance lease liability - noncurrent	17	0
Loans under CARES Act - noncurrent	0	105
Promissory note to related party	150
Total liabilities	682	7,627
Commitments and contingencies
Stockholders' equity (deficit):
Common stock - $0.01 par value per share; 100,000 shares authorized, 65,093 and 21,650 shares issued and outstanding at December 31, 2021 and 2020, respectively	651	216
Additional paid-in capital	389,610	383,097
Accumulated deficit	(390,083)	(389,204)
Total stockholders' equity (deficit)	178	(5,891)
Total liabilities and stockholders' equity (deficit)	$ 860	$ 1,736

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of the Major Classification of Depreciable Assets (Details)	Dec. 31, 2021
Building and improvements. \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Building and improvements. \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Land and improvements \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Land and improvements \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	20 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years
Scientific equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Scientific equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer hardware and software \| Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	10 years
Computer hardware and software \| Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years

COMMON STOCK PURCHASE WARRANTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended
	Jun. 30, 2019	Jul. 31, 2017	Dec. 31, 2021	Jun. 28, 2019
Class of Warrant or Right
Warrant to purchase shares of common stock	10,000,000.0
Common shares exercise price	$ 0.01
Warrants expiration term	5 years
Class of warrant or right term		5 years
Stock issued during period, value, new issues		$ 4,000
Schutte Note
Class of Warrant or Right
Common shares exercise price			$ 0.01	$ 0.01
Private Placement
Class of Warrant or Right
Stock issued during period, value, new issues		$ 495
Investor
Class of Warrant or Right
Warrant to purchase shares of common stock		1,782,531
Investor \| Private Placement
Class of Warrant or Right
Warrant to purchase shares of common stock		1,782,532
Common shares exercise price		$ 0.528
Schutte
Class of Warrant or Right
Shares of warrant assigned and transferred				10,000,000.0
Amount allocated to warrant	$ 1,145

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	65,093	21,650
Common stock, shares outstanding	65,093	21,650

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE - Additional Information (Details) - $ / shares shares in Millions		12 Months Ended
	Jun. 28, 2019	Dec. 31, 2021	Jun. 30, 2019
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Common shares exercise price			$ 0.01
Schutte Note
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
Issued warrant	10.0	10.0
Common shares exercise price	$ 0.01	$ 0.01

LICENSE AND COLLABORATION AGREEMENTS (Tables)

12 Months Ended

Dec. 31, 2021

LICENSE AND COLLABORATION AGREEMENTS

Summary of Aversion intangible asset

The Aversion intangible asset is summarized as follows (in thousands):


	December 31,		December 31,
	2021		2020
Intangible asset – Aversion		2,000		2,000
Less: accumulated amortization		(1,285)		(1,259)
Less: impairment charges		(715)		(668)
Net	$	—	$	73

DEBT

12 Months Ended

Dec. 31, 2021

DEBT

DEBT

NOTE 7 – DEBT

Related Party Convertible Loan

At December 31, 2018, we had borrowed an aggregate of $4.35 million from Mr. Schutte, a related-party. From January 1, 2019 and through June 27, 2019, we borrowed additional amounts from Mr. Schutte for an aggregate $650 thousand and issued various promissory notes to him with the same terms and conditions from the previous loans. These promissory notes aggregated to $5.0 million and on June 28, 2019 we restructured them to borrow an additional $725 thousand from Mr. Schutte, bringing the aggregate principal of the loans and accrued interest to $6.0 million, and consolidated them into a single promissory note with a fixed interest rate of 7.5%, maturity date of July 1, 2023, and granted principal and interest conversion rights into shares of our common stock at a price of $0.16 per share (“the 7.5% Note”). The principal amount of the loan is convertible into 37.5 million shares of our common stock. We also issued a warrant for 10.0 million common shares having an exercise price of $0.01 per share and granted a security interest in all of the Company’s assets, which includes our intellectual property. The 7.5% Note, the common stock purchase warrant and the security agreement were all assigned and transferred by Mr. Schutte to AD Pharma on June 28, 2019.

On June 9, 2021, we received notice of conversion from AD Pharma for the 7.5% Note and approximately $877 thousand of accrued but unpaid interest on the 7.5% Note. The principal and interest were converted into 42,984,375 shares of the Company’s common stock. Our interest expense for the year ended December 31, 2021 and 2020 was $200 thousand and $450 thousand, respectively.

AD Pharma owns 66% of our common stock at December 31, 2021. AD Pharma is an entity controlled by Mr. Schutte, of which Mr. Schutte is the managing partner and investor.

Paycheck Protection Program

1^st PPP Loan

On April 13, 2020, the Company received a loan (the “1^st Loan”) from JP Morgan Chase Bank in the aggregate amount of $269 thousand, pursuant to the Paycheck Protection Program (“PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. Under the terms of the PPP, certain amounts of the 1^st Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company received approval for forgiveness under the PPP in July 2021 by the Small Business Administration and this amount was included as income in the third quarter of 2021.

2^nd PPP Loan

On March 16, 2021, the Company received a loan (the “2^nd Loan”) from JP Morgan Chase Bank in the aggregate amount of $266 thousand, pursuant to the PPP under Division A, Title I of the CARES Act. The 2^nd Loan, in the form of a promissory note, matures after five years. Under the terms of the PPP, certain amounts of the 2^nd Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The Company received approval for forgiveness under the PPP in October 2021 by the Small Business Administration and this amount has been included as income in the fourth quarter of 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES

INCOME TAXES

NOTE 13 – INCOME TAXES

We account for income taxes under the asset and liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are accounted for using the enacted income tax rates and laws that will be in effect when the differences are expected to reverse.

Provision for Income Taxes

The reconciliation between our provision for income taxes and the amounts computed by multiplying our loss before taxes by the U.S. statutory tax rate is as follows (in thousands):


	December 31,
	2021		2020
Benefit at U.S. statutory tax rate	$	(185)	$	(254)
State taxes (benefit), net of federal effect		(55)		(76)
State research and development tax credits		(16)		(18)
Federal research and development tax credits		(42)		(76)
PPP loan forgiveness		(112)		—
Other		97		(120)
Change in valuation allowance		313		544
(Benefit) provision for income taxes	$	—	$	—

Deferred Tax Assets and Valuation Allowance

Deferred tax assets reflect the tax effects of net operating losses (“NOLs”), tax credit carryovers, and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The most significant item of our deferred tax assets is derived from our U.S. federal NOLs. We have approximately $126 million gross U.S. federal NOLs at December 31, 2021, which is prior to any limitation on its utilization. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. We have determined that we have undergone an ownership change in 2004 and 2017 and most likely had an additional ownership change in 2021. We believe the gross federal NOL benefit available to offset taxable income was less than $150 thousand annually prior to 2021. On June 9, 2021 we believe the conversion of the $6.0 million Promissory Note into 42,984,375 shares of the Company’s common stock created still another ownership change which most likely significantly limited our utilization of these NOLs. As prescribed under Internal Revenue Code, any unused federal NOL benefit from the annual limitation can be accumulated and carried forward to the subsequent year and will expire if not used in accordance with the NOL carried forward term of 20 years or 2037 if generated before 2018, while our Federal NOLs generated after 2017 can be carried forward indefinitely. Additionally, the NOL deduction for taxable years beginning after December 21, 2020, is limited to 80% of taxable income. Future common stock transactions, such as the exercise of common stock purchase warrants, may cause additional ownership changes under IRC Section 382 which will most likely continue to further limit and restrict the amount of our NOLs we can utilize to offset taxable income.

The components of our deferred tax assets are as follows (in thousands):


	December 31,
		2021		2020
Deferred tax assets:
Estimated future value of NOLs
- Federal		2,667		2,269
- State		969		903
Research and development tax credits
- Federal		1,325		1,283
- State		51		31
Share-based compensation		52		104
Debt extinguishment		—		636
Finance lease liability		14		—
Other, net		294		301
Total deferred tax asset		5,372		5,527
Valuation allowance		(5,358)		(5,527)
Net deferred tax assets	$	14	$	—

Deferred tax liabilities:
Finance lease right-of-use		(14)		—
Total deferred tax liabiliites		(14)		—

Net deferred taxes	$	—	$	—

The realization of deferred income tax assets is dependent upon future earnings, if any, and the timing and amount of which may be uncertain. A valuation allowance is required against deferred income tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred income tax assets may not be realized. At December 31, 2021 and 2020, all our remaining net deferred income tax assets were offset by a valuation allowance due to uncertainties with respect to future utilization of NOL carryforwards. If in the future it is determined that additional amounts of our deferred income tax assets would likely be realized, the valuation allowance would be reduced in the period in which such determination is made and an additional benefit from income taxes in such period would be recognized.

Uncertainty in Income Taxes

We follow FASB’s statement regarding accounting for uncertainty in income taxes which defined the threshold for recognizing the benefits of tax-return positions in the consolidated financial statements as "more-likely-than-not" to be sustained by the taxing authorities. At each of December 31, 2021 and 2020, we had no liability for income tax associated with uncertain tax positions. If in the future we establish a contingent tax liability reserve related to uncertain tax positions, our practice will be to recognize the interest in interest expense and the penalties in other non-operating expense.

The Company files federal and state income tax returns and in the normal course of business the Company is subject to examination by these taxing authorities. As of December 31, 2021, the Company’s tax years of 2018, 2019 and 2020 are subject to examination by the taxing authorities. With few exceptions, we believe the Company is no longer subject to U.S. Federal, State and local examinations by taxing authorities for years before 2018.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize them over five years for domestically incurred expenditures and over fifteen years for foreign incurred expenditures, pursuant to IRC Section 174. During 2022 will be reviewing those activities and expenses associated with our research and development ready-facility in Culver, Indiana under the AD Pharma Amended Agreement as it relates to IRC Section 174.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SHARE-BASED COMPENSATION EXPENSE - Summary of RSU Plan (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restricted Stock Units
Share based Compensation Arrangement by Share-based Payment Award
Outstanding, beginning	839	1,017
Granted	267	219
Distributed	(447)	(397)
Vested	0	0
Forfeited	0	0
Outstanding, ending	659	839
Vested Restricted Stock Units (RSUs)
Share based Compensation Arrangement by Share-based Payment Award
Outstanding, beginning	839	1,017
Granted	0	0
Distributed	(447)	(397)
Vested	267	219
Forfeited	0	0
Outstanding, ending	659	839

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

EMPLOYEE BENEFIT PLAN - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021
401(k) and Profit-Sharing Plan
Maximum basic contribution percentage per employee on annual earnings	80.00%

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

Promissory Notes

During the period December, 2021 to October, 2022, John Schutte loaned the Company $1.925 million as evidenced by a series of unsecured promissory notes bearing interest at 5.25% maturing at December 31, 2023. On October 31, 2022, Mr. Schutte assigned these notes to AD Pharma an entity controlled by Mr. Schutte, of which Mr. Schutte is the managing partner and investor.

On November 10, 2022, AD Pharma and the Company entered into an Amended Consolidated and Restated Secured Promissory Note (the “November 2022 Note”) that encompasses the entire principle and accrued interest of the notes assigned by Mr. Schutte as well as an additional loan of $350 thousand from AD Pharma to the Company. The November 2022 Note totaling approximately $2.319 million, bears interest at 5.25%, and matures at December 31, 2023. The Company received an additional $250 thousand loan from AD Pharma on each of December 22, 2022, January 19, 2023, February 22, 2023 and March 20, 2023, and a loan of $150 thousand on May 19, 2023, making the aggregate balance of the November 2022 Note to be $3.469 million

On December 15, 2022, the AD Pharma Agreement was further amended to to extend the FDA’s acceptance date of a NDA for LTX-03 to June 30, 2023. On June 15, 2023, the AD Pharma Agreement was then again further amended to extend the FDA’s acceptance date of a NDA for LTX-03 to November 30, 2023 (“NDA Acceptance Date”) (“Amended Agreement”). AD Pharma may terminate the Amended Agreement at any time. Additionally, if the NDA for LTX-03 is not accepted by the FDA by the NDA Acceptance Date, AD Pharma may terminate the Amended Agreement and take ownership of the intellectual property rights of LTX-03 from the Company. Should AD Pharma choose not to exercise this option to terminate the Amended Agreement and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate the Amended Agreement expires.

OTC Markets Group Stock Listing Requirements

Effective May 17, 2022 our common stock was downgraded from the OTCQB Market to the OTC Pink Market of the OTC Markets Group because we did not file our annual report on Form 10-K for 2021 within the applicable grace periods provided by the OTC Markets Group. We have also not filed our quarterly report on Form 10-Q for the first quarter ended March 31, 2022. Effective July 21, 2022, our common stock was downgraded from the OTC Pink Market to the OTC Expert Market of the OTC Markets Group because the Company was delinquent in making current information publicly available as required by SEC Rule 15c2-11. The Company did not file its annual report on Form 10-K for 2021 and its quarterly report on Form 10-Q for the first quarter ended March 31, 2022 within the applicable grace periods provided by the OTC Markets Group. The Company has failed to file its quarterly reports on Form 10-Q for each of the quarterly periods ending June 30, 2022, September 30, 2022, and March 31, 2023 as well as its annual report on Form 10-K for 2022.

Because of the restrictions imposed on securities quoted on the Expert Market, most investors will not be able to publicly sell their shares. Additionally, investors will not have access to bid and ask prices or other information, including trading volume. As such, Expert Market shares are illiquid.

ERC Refund

In May 2023, the Company received refunds aggregating approximately $235 thousand under the employee retention credit (“ERC”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), as modified in December 2020 by the Taxpayer Certainty and Disaster Tax Relief Act of 2020 (“Relief Act”). The refunds were used to fund company operations.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss per share - basic
Numerator: net loss	$ (879)	$ (1,208)
Denominator (weighted average):
Common shares	46,358	21,650
Vested RSUs - share settled	443	670
Common stock purchase warrants	10,000	10,000
Basic weighted average shares outstanding	56,801	32,320
Basic loss per share	$ (0.02)	$ (0.04)
Denominator (weighted average):
Stock options	1,031	1,254
Common stock purchase warrants	10,000	10,000
Diluted weighted average shares outstanding	56,801	32,320
Diluted net loss per share	$ (0.02)	$ (0.04)
Excluded securities (non-weighted):
Total excluded potentially dilutive shares	2,813	40,536
Common stock purchase warrants
Denominator (weighted average):
Common stock warrants	1,782	1,782
Convertible loan
Denominator (weighted average):
Common stock warrants		37,500

LICENSE AND COLLABORATION AGREEMENTS

12 Months Ended

Dec. 31, 2021

LICENSE AND COLLABORATION AGREEMENTS

LICENSE AND COLLABORATION AGREEMENTS

NOTE 3 – LICENSE AND COLLABORATION AGREEMENTS

The Company’s revenues are comprised of amounts earned under its license and collaboration agreements and royalties. Revenue recognition occurs when a customer obtains control of promised services in an amount that reflects the consideration the Company expects to receive in exchange for those services based on a short-term credit arrangement.

AD Pharma Amended Agreement covering LTX-03

The AD Pharma Amended Agreement, requires the NDA for LTX-03 be accepted by the FDA by November 30, 2023 or AD Pharma has the option to terminate the AD Pharma Amended Agreement and take ownership of the LIMITx intellectual property (See Note 15). Should AD Pharma choose not to exercise this option to terminate and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate AD Pharma Amended Agreement expires.

The AD Pharma Amended Agreement allows AD Pharma to terminate the AD Pharma Amended Agreement anytime for “convenience on 30 days prior written notice”.

At December 31, 2021, AD Pharma was delinquent in remitting $50 thousand of the license fee for the month of July 2021 and approximately $78 thousand of reimbursable LTX-03 development expenses. Failure to make any of these payments is an event of default under the AD Pharma Amended Agreement and if Acura provides a default notification to AD Pharma. Acura did not provide such default notification and in March 2022, Acura received the delinquent license fee and delinquent development expenses from AD Pharma.

AD Pharma retains commercialization rights to LTX-03 from which Acura will receive stepped royalties on sales and potential sales related milestones. Upon commercialization of LTX-02 and LTX-09 (alprazolam), which are not subject to any development agreement or responsibilities by Acura, Acura will receive stepped royalties on sales and is eligible for certain sales related milestones.

We had also previously granted authority to MainPointe to assign to AD Pharma the option and the right to add to the Nexafed® Agreement, an Option Product, and the Option Product exercise price of $500 thousand was waived if the exercise of the option occurred by June 28, 2024 (five years from the effective date). Effective with an amendment made in October 2020 to the AD Pharma Amended Agreement, this option and right was rescinded.

Assertio Agreement covering Oxaydo

In April 2014, we terminated an agreement with Pfizer which resulted in the return to us of Aversion Oxycodone (formerly known as Oxecta®) and all Aversion product rights in exchange for a one-time termination payment of $2.0 million. Our termination payment of $2.0 million was recorded in our financial statements as an intangible asset and was being amortized over the remaining useful life of the patent covering Aversion Oxycodone, which was 9.7 years as of the date the Pfizer agreement was terminated. The recoverability of the Aversion intangible asset is contingent upon future Assertio royalty revenues to us. During the first quarter 2020 a triggering event occurred with the decline in royalty cash flows from Assertio, and we performed an impairment test which indicated that the carrying value of the intangible asset was greater than the fair value. The impairment test resulted in a $668 thousand impairment charge against the intangible asset, which was determined using our estimate of discounted royalty cash flows remaining under our license agreement with Assertio, and recorded a like amount to general and administrative expense. During the fourth quarter 2021, another triggering event occurred resulting in a $47 thousand impairment charge against the intangible asset. At December 31, 2021 the intangible asset was fully impaired and amortized. We have recorded amortization expense of $26 thousand and $69 thousand in each of the years ending December 31, 2021 and 2020, respectively.

The Aversion intangible asset is summarized as follows (in thousands):


	December 31,		December 31,
	2021		2020
Intangible asset – Aversion		2,000		2,000
Less: accumulated amortization		(1,285)		(1,259)
Less: impairment charges		(715)		(668)
Net	$	—	$	73

In January 2015, we and Assertio, entered into the Assertio Agreement to commercialize Aversion Oxycodone under our tradename Oxaydo. Oxaydo is approved by the FDA for marketing in the United States in 5 mg and 7.5 mg strengths. Under the terms of the Assertio Agreement, we transferred the approved NDA for Oxaydo to Assertio and Assertio is granted an exclusive license under our intellectual property rights for development and commercialization of Oxaydo worldwide (the “Territory”) in all strengths. Egalet launched Oxaydo in the United States late in the third quarter of 2015. Assertio will bear all of the expenses of development and regulatory approval of Oxaydo for sale outside the United States. Assertio may develop Oxaydo for other countries and in additional strengths, in its discretion.

We will be entitled to a one-time $12.5 million sales-based milestone payment when worldwide Oxaydo net sales reach $150 million in a calendar year. We are entitled to receive from Assertio a stepped royalty at percentage rates ranging from mid-single digits to double-digits based on Oxaydo net sales during each calendar year (excluding net sales resulting from our co-promotion efforts). In any calendar year of the agreement in which net sales exceed a specified threshold, we will receive a double digit royalty on all Oxaydo net sales in

that year (excluding net sales resulting from our co-promotion efforts). Assertio’s royalty payment obligations commenced on the first commercial sale of Oxaydo and expire, on a country-by-country basis, upon the expiration of the last to expire valid patent claim covering Oxaydo in such country (or if there are no patent claims in such country, then upon the expiration of the last valid claim in the United States or the date when no valid and enforceable listable patent in the FDA’s Orange Book remains with respect to Oxaydo). Royalties will be reduced upon the entry of generic equivalents, which may occur as soon as January 2025, as well as for payments required to be made by Assertio to acquire intellectual property rights to commercialize Oxaydo, with an aggregate minimum floor.

The Assertio Agreement expires upon the expiration of Assertio’s royalty payment obligations in all countries. Either party may terminate the Assertio Agreement in its entirety if the other party breaches a payment obligation, or otherwise materially breaches the Assertio Agreement, subject to applicable cure periods, or in the event the other party makes an assignment for the benefit of creditors, files a petition in bankruptcy or otherwise seeks relief under applicable bankruptcy laws. We also may terminate the Assertio Agreement with respect to the U.S. and other countries if Assertio materially breaches its commercialization obligations. Assertio may terminate the Assertio Agreement for convenience on 120 days prior written notice, which termination may not occur prior to the second anniversary of Assertio’s launch of Oxaydo. Termination does not affect a party’s rights accrued prior thereto, but there are no stated payments in connection with termination other than payments of obligations previously accrued. For all terminations (but not expiration), the Assertio Agreement provides for the transition of development and marketing of Oxaydo from Assertio to us, including the conveyance by Assertio to us of the trademarks and all regulatory filings and approvals relating to Oxaydo, and for Assertio’s supply of Oxaydo for a transition period.

MainPointe Agreement covering Nexafed Products and assignment thereof to AD Pharma

In March 2017, we and MainPointe entered into the MainPointe Agreement, pursuant to which we granted MainPointe an exclusive license to our Impede Technology to commercialize both of our Nexafed and Nexafed Sinus Pressure + Pain product (“Nexafed products”) in the U.S. and Canada. MainPointe is responsible for all development, manufacturing and commercialization activities with respect to products covered by the Agreement.

On signing the MainPointe Agreement, MainPointe paid us an upfront licensing fee of $2.5 million. The MainPointe Agreement also provides for our receipt of a 7.5% royalty on net sales of the licensed products. The royalty payment for each product will expire on a country-by-country basis when the Impede® patent rights for such country have expired or are no longer valid; provided that if no Impede patent right exists in a country, then the royalty term for that country will be the same as the royalty term for the United States. After the expiration of a royalty term for a country, MainPointe retains a royalty free license to our Impede® Technology for products covered by the Agreement in such country.

MainPointe has the option to expand the licensed territory beyond the United States and Canada to the European Union (and the United Kingdom), Japan and South Korea for payments of $1.0 million, $500 thousand and $250 thousand, respectively. In addition, MainPointe has the option to add to the MainPointe Agreement certain additional products containing PSE and utilizing the Impede Technology (“Option Products”) for a fee of $500 thousand per product (for all product strengths). Such Option Products include the product candidate Loratadine with pseudoephedrine. If the territory has been expanded prior to the exercise of a product option, the option fee will be increased to $750 thousand per product. If the territory is expanded after the payment of the $500 thousand product option fee, a one-time $250 thousand fee will be due for each product. If a third party is interested in developing or licensing rights to one of the Option Products, MainPointe must exercise its option for that product or its option rights for such product will terminate.

On June 28, 2019 we granted authority to MainPointe to assign to AD Pharma the option and the right to add to the Nexafed® Agreement, an Option Product, and the Option Product exercise price of $500 thousand was waived if the exercise of the option occurred by June 28, 2024 (five years from the effective date). Effective with an amendment made in October 2020 to the AD Pharma Amended Agreement, this option and right was rescinded.

The MainPointe Agreement may be terminated by either party for a material breach of the other party, or by Acura if MainPointe challenges certain of its patents. Upon early termination of the MainPointe Agreement, MainPointe’s licenses to the Impede Technology and all products will terminate. Upon termination, at Acura’s request the parties will use commercially reasonable efforts to transition the Nexafed® and Nexafed® Sinus Pressure + Pain products back to Acura.

On January 1, 2020, MainPointe assigned to AD Pharma, an entity controlled by Mr. Schutte, of which Mr. Schutte is the managing partner and investor, with Acura’s consent, all of its right, title and interest in the MainPointe Agreement between MainPointe and Acura; which was subsequently rescinded by AD Pharma in October 2020.

KemPharm Agreement Covering Certain Opioid Prodrugs

In October 2016, we and KemPharm Inc. (”KemPharm”) entered into a worldwide License Agreement (the “KemPharm Agreement”) pursuant to which we licensed our Aversion® Technology to KemPharm for its use in the development and commercialization of three products using 2 of KemPharm’s prodrug candidates. KemPharm has also been granted an option to extend the KemPharm Agreement to cover two additional prodrug candidates. KemPharm is responsible for all development, manufacturing and commercialization activities. As of December 31, 2021, the option to extend the KemPharm Agreement to cover two additional prodrug candidates remains unexercised.

Upon execution of the KemPharm Agreement, KemPharm paid us an upfront payment of $3.5 million. If KemPharm exercises its option to use our Aversion Technology with more than the two licensed prodrugs, then KemPharm will pay us up to $1.0 million for each additional prodrug license. In addition, we will receive from KemPharm a low single digit royalty on commercial sales by KemPharm of products developed using our Aversion Technology under the KemPharm Agreement. KemPharm’s royalty payment obligations commence on the first commercial sale of a product using our Aversion Technology and expire, on a country-by-country basis, upon the expiration of the last to expire patent claim of the Aversion Technology covering a product in such country, at which time the license for the particular product and country becomes fully paid and royalty free. As of December 31, 2021, we are unaware if our Aversion(R) Technology to KemPharm is being used in the development and commercialization of the three products.

The KemPharm Agreement expires upon the expiration of KemPharm’s royalty payment obligations in all countries. Either party may terminate the KemPharm Agreement in its entirety if the other party materially breaches the KemPharm Agreement, subject to applicable cure periods. Acura or KemPharm may terminate the KemPharm Agreement with respect to the U.S. and other countries if the other party challenges the patents covering the licensed products. KemPharm may terminate the KemPharm Agreement for convenience on ninety (90) days prior written notice. Termination does not affect a party’s rights accrued prior thereto, but there are no stated payments in connection with termination other than payments of obligations previously accrued. For all terminations (but not expiration), the KemPharm Agreement provides for termination of our license grant to KemPharm.

REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Royalty revenues	$ 132	$ 109
Assertio (Oxaydo)
Royalty revenues	130	102
MainPointe
Royalty revenues	$ 2	$ 7

OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended	15 Months Ended
	Jun. 28, 2019	Jul. 31, 2021	Jun. 28, 2019	Dec. 31, 2021	Jul. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash				$ 65		$ 413	$ 862
Working Capital Deficit				143
Accumulated deficit				390,083		$ 389,204
Income (loss) from operation				1,200
Net loss				879
Abuse Deterrent Pharma, LLC
Monthly license payment receivable				50
Reimbursable LTX-03 development expenses				78
AD Pharma
License fees			$ 350
Reimbursable development expense				78
Monthly license payment receivable	$ 350			$ 50	$ 200
AD Pharma \| Abuse Deterrent Pharma, LLC
Monthly license payment receivable		$ 200

LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets
Finance lease right of use		$ 50	$ 0
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Finance lease right of use	Finance lease right of use
Liabilities
Finance lease liability - current		$ 33	0
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Finance lease liability - current	Finance lease liability - current
Finance lease liability - noncurrent		$ 17	0
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Finance lease liability - noncurrent	Finance lease liability - noncurrent
Finance Lease, Liability		$ 50	$ 0

SHARE-BASED COMPENSATION EXPENSE

12 Months Ended

Dec. 31, 2021

SHARE-BASED COMPENSATION EXPENSE

SHARE-BASED COMPENSATION EXPENSE

NOTE 11 – SHARE-BASED COMPENSATION EXPENSE

Stock Option Plans

We maintain various stock option plans. A summary of our stock option plans as of December 31, 2021 and 2020 and for the year then ended consisted of the following (in thousands except exercise price):


	Year Ended December 31,
	2021			2020
		Weighted			Weighted
	Number	Average			Average
	of	Exercise		Number of	Exercise
	Options	Price		Options	Price
Outstanding, Jan. 1	1,254	$	3.46	1,356	$	4.45
Granted	—		—	—		—
Exercised	(94)		0.20	—		—
Forfeited	—		—	—		—
Expired	(129)		11.69	(102)		16.54
Outstanding, Dec. 31	1,031	$	2.73	1,254	$	3.46
Exercisable, Dec. 31	1,031	$	2.73	1,254	$	3.46

We estimate the option’s fair value on the date of grant using the Black-Scholes option-pricing model. Black-Scholes utilizes assumptions related to expected term, forfeitures, volatility, the risk-free interest rate, the dividend yield (which is assumed to be zero, as we have not paid any cash dividends) and employee exercise behavior. Expected volatilities utilized in the Black-Scholes model are based on the historical volatility of our common stock price. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The expected life of the grants is derived from historical exercise activity. Historically, the majority of our stock options have been held until their expiration date.

At December 31, 2021, all the approximately 1.03 million outstanding stock option awards are exercisable and the weighted average remaining contractual term of them is 2.76 years. There was approximately $58 thousand of intrinsic value contained in the stock option awards outstanding at December 31, 2021. The total intrinsic value of the 94 thousand stock option awards exercised during 2021 was $22 thousand.

Restricted Stock Unit Award Plans

We have two Restricted Stock Unit Award Plans for our employees and non-employee directors, a 2021 Restricted Stock Unit Award Plan (the “2021 RSU Plan) and a 2017 Restricted Stock Unit Award Plan (the “2017 RSU Plan). Vesting of an RSU entitles the holder to receive a share of our common stock on a distribution date. Our non-employee director awards allow for non-employee directors to receive payment in cash, instead of stock, for up to 40% of each RSU award. The portion of the RSU awards subject to cash settlement is recorded as a current liability in the Company’s consolidated balance sheet as they vest and are being marked to market each reporting period until they are distributed. The liability was $52 thousand and $18 thousand at December 31, 2021 and December 31, 2020, respectively.

The compensation cost to be incurred on a granted RSU without a cash settlement option is the RSU’s fair value, which is the market price of our common stock on the date of grant, less its exercise cost. The compensation cost is amortized to expense and recorded to additional paid-in capital over the vesting period of the RSU award.

A summary of the grants under the RSU Plans as of December 31, 2021 and 2020, and for the year then ended consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020
		Number of		Number of
	Number	Vested	Number of	Vested
	of RSUs	RSUs	RSUs	RSUs
Outstanding, Jan. 1	839	839	1,017	1,017
Granted	267	—	219	—
Distributed	(447)	(447)	(397)	(397)
Vested	—	267	—	219
Forfeited	—	—	—	—
Outstanding, Dec. 31	659	659	839	839

2021 Restricted Stock Unit Award Plan

Our 2021 RSU Plan was approved by shareholders in May 2021 and permits the grant of up to 2.50 million shares of our common stock pursuant to awards under the 2021 RSU Plan. As of December 31, 2021 there were 2.23 million shares remaining available for award under the 2021 RSU Plan.

Information about the award activity under the 2021 RSU Plan is as follows:

●

In May 2021, we awarded approximately 66 thousand RSUs to each of our four non-employee directors which also allow for them to receive payment in cash, instead of stock, for up to 40% of each RSU award. The awards vested 50% at the end of calendar quarter June 30, 2021 and 25% at the end of each calendar quarter in 2021 thereafter. The grant date fair value of the RSU awards was $96 thousand and the aggregate intrinsic value of the common share of the RSU awards vested during the year was $131 thousand. Settlement of this RSU did occur on January 4, 2022. The portion of the RSU awards which was subject to cash settlement was also subject to marked to market accounting having a liability recorded on the Company’s consolidated balance sheet with quarterly adjustments having been recorded to stock compensation expense in the general and administration operating category of our consolidated statements of operations.

2017 Restricted Stock Unit Award Plan

Our 2017 RSU Plan was approved by shareholders in November 2017 and permits the grant of up to 1.5 million shares of our common stock pursuant to awards under the 2017 RSU Plan. There are no shares which remain available for award under the 2017 RSU Plan.

Information about the award activity under the 2017 RSU Plan is as follows:

●

In December 2017, we awarded 200 thousand RSUs to our employees. Such RSU awards vested 100% after one full year of service. Distributions of the vested RSU awards to the employees were made in three equal installments on the first business day of each of January 2020, 2021, and 2022.

●

In December 2018, we awarded 488 thousand RSUs to our employees. Such RSU awards vested 100% after one full year of service. Distributions of the vested RSU awards to the employees were made in three equal installments on the first business day of each of January 2021, 2022, and 2023.

●

In January 2019, we awarded approximately 83 thousand RSUs to each of our four non-employee directors which also allow for them to receive payment in cash, instead of stock, for up to 40% of each RSU award. The awards vested 25% at the end of each calendar quarter in 2019. Settlement of this RSU award did occur on January 2, 2020, the first business day of the year after vesting. The portion of the RSU awards which were subject to cash settlement was also subject to marked to market accounting having a liability recorded on the Company’s consolidated balance sheet with quarterly adjustments which were recorded to stock compensation expense in the general and administration operating category of our consolidated statements of operations.

●

In January 2020, we awarded approximately 55 thousand RSUs to each of our four non-employee directors which also allow for them to receive payment in cash, instead of stock, for up to 40% of each RSU award. The awards vested 25% at the end of each calendar quarter in 2020. Settlement of this RSU award did occur on January 4, 2021, the first business day of the year after vesting. The portion of the RSU awards which are subject to cash settlement will also be subject to marked to market accounting having a liability recorded on the Company’s consolidated balance sheet with quarterly adjustments recorded to stock compensation expense in the general and administration operating category of our consolidated statements of operations.

Information about the distribution of share activity under the 2017 RSU Plan is as follows:

●

In January 2020, 333 thousand RSUs were distributed to non-employee directors from their January 2019 award with 296 thousand RSUs settled in common stock, 4 thousand RSUs used to settle the purchase price and 33 thousand RSUs settled in cash.

●

In January 2020, 64 thousand RSUs were distributed to current and former employees representing one third of their 2017 award with 54 thousand RSUs settled in common stock and 10 thousand RSUs used to settle the purchase price and employee withholding taxes.

●

In January 2021, 219 thousand RSUs were distributed to non-employee directors from their January 2020 award and settled in common stock.

●

In January 2021, 228 thousand RSUs were distributed to current and former employees representing one third of their December 2017 award and one third of their December 2018 award, with 185 thousand RSUs settled in common stock and 43 thousand RSUs used to settle the purchase price and employee withholding taxes.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (879)	$ (1,208)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	47	56
Non-cash stock-based compensation	58	36
Amortization of intangible asset	26	69
Amortization of right of use asset	17	0
Impairment charge on intangible asset	47	668
Sales return liability	0	(223)
Gains on forgiveness of loans under CARES Act	(535)	0
Changes in assets and liabilities:
Royalty receivable	0	52
Collaboration revenue receivable from related party	119	(119)
License fee receivable from related party	350	(400)
Prepaid expenses and other current assets	(10)	(17)
Income taxes refundable	0	68
Accounts payable	161	(206)
Accrued expenses	(394)	46
Accrued interest on related party loans	199	449
Other current liabilities	52	10
Net cash used in operating activities	(742)	(719)
Cash Flows from Financing Activities:
Proceeds from distribution of RSU awards	3	3
Statutory minimum payroll withholding taxes paid on the distribution of shares pursuant to RSU awards	(8)	(2)
Proceeds from loan under CARES Act	266	269
Proceeds from issuance of promissory note to related party	150	0
Payments on finance lease	(17)	0
Net cash provided by financing activities	394	270
Net decrease in cash	(348)	(449)
Cash at beginning of period	413	862
Cash at end of end of period	65	413
Supplemental Disclosures of Cash Flow Information:
Cash interest payments on loans	0	0
Cash paid for income taxes	$ 0	$ 0

INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 09, 2021	Dec. 31, 2021
INCOME TAXES
Federal NOLs		$ 126,000
Carried forward term		20 years
NOL expiration year		2037
Tax Credit Carryforward, Amount		$ 150
AD Pharma Amended Agreement \| Abuse Deterrent Pharma, LLC
INCOME TAXES
Conversion received	$ 6,000
Unpaid interest	$ 877
Principal and interest converted shares	42,984,375

RELATED PARTY TRANSACTIONS (Details)				1 Months Ended					2 Months Ended	6 Months Ended	11 Months Ended	12 Months Ended					15 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Jun. 09, 2021 USD ($) shares	Jun. 28, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2021 USD ($)	Jul. 31, 2021 USD ($)	Jun. 28, 2019 USD ($)	Jul. 31, 2017 USD ($) director D $ / shares shares	Mar. 31, 2017 USD ($)	Dec. 31, 2022 USD ($)	Jun. 27, 2019 USD ($)	Oct. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2018 USD ($)	Jul. 31, 2021 USD ($)	Jun. 30, 2019 $ / shares shares
RELATED PARTY TRANSACTIONS
Number of common stock need to hold to designate as director. \| shares							600,000
Common shares exercise price \| $ / shares																		$ 0.01
Warrant to purchase shares of common stock \| shares																		10,000,000.0
Class Of Warrants Or Rights, Expiry Period							5 years
Amount borrowed from related party														$ 150,000	$ 0
Acura Pharmaceuticals Inc
RELATED PARTY TRANSACTIONS
Ownership percentage				66.00%										66.00%
AD Pharma Amended Agreement
RELATED PARTY TRANSACTIONS
Proceeds from License Fees Received		$ 350,000												$ 50,000			$ 200,000
License fees						$ 350,000
Reimbursable development expense														78,000
MainPointe
RELATED PARTY TRANSACTIONS
Licensing agreement, royalty percentage								7.50%
Proceeds from License Fees Received								$ 2,500,000
MainPointe \| Royalty
RELATED PARTY TRANSACTIONS
Royalty revenues														2,000	$ 7,000
Related party \| Subsequent event \| AD Pharma Amended Agreement
RELATED PARTY TRANSACTIONS
Amount borrowed from related party									$ 600,000			$ 900,000
Related party \| Schutte
RELATED PARTY TRANSACTIONS
Amount borrowed from related party				$ 150,000							$ 1,925,000
Interest rate				5.25%							5.25%
Interest rate in the event of default				7.50%
Default event continuous term				5 days
Related party \| Schutte \| Subsequent event
RELATED PARTY TRANSACTIONS
Amount borrowed from related party													$ 1,775,000
Investor
RELATED PARTY TRANSACTIONS
Warrant to purchase shares of common stock \| shares							1,782,531
Investor \| Private Placement
RELATED PARTY TRANSACTIONS
Consideration received on transaction							$ 4,000,000.0
Number of shares issued in transaction \| shares							8,912,655
Price per share \| $ / shares							$ 0.4488
Common shares exercise price \| $ / shares							$ 0.528
Issue price description							85%
Warrants not settleable in cash				$ 495,000										495,000
Proceeds from issuance of warrants														4,000,000.0
Warrant to purchase shares of common stock \| shares							1,782,532
Number of shares per unit \| shares							1
Number of warrants per unit \| shares							0.2
Trading days to determine issue price \| D							5
Maximum number of board of directors \| director							7
Number of independent directors under Nasdaq \| director							3
Number of director designated by related party \| director							1
Schutte
RELATED PARTY TRANSACTIONS
Long-term debt borrowings			$ 6,000,000.0
Amount borrowed from related party										$ 650,000						$ 4,350,000
Interest rate			7.50%
Abuse Deterrent Pharma, LLC
RELATED PARTY TRANSACTIONS
Proceeds from License Fees Received														$ 50,000
Abuse Deterrent Pharma, LLC \| AD Pharma Amended Agreement
RELATED PARTY TRANSACTIONS
Principal and interest converted shares \| shares	42,984,375
Proceeds from License Fees Received					$ 200,000
Conversion received	$ 6,000,000.0
Unpaid interest	$ 877,000

SHARE-BASED COMPENSATION EXPENSE - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended						12 Months Ended
	May 31, 2021	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2017
Restricted Stock Unit Award Plan, 2021 [Member]
SHARE-BASED COMPENSATION EXPENSE
Grant date fair value of the RSU awards							$ 96
Aggregate intrinsic value of the common share of the RSU awards vested							131
Restricted Stock Units (RSUs) \| Director
SHARE-BASED COMPENSATION EXPENSE
Deferred Compensation Arrangement with Individual, Recorded Liability							$ 52	$ 18
Restricted Stock Units (RSUs) \| Restricted Stock Unit Award Plan, 2021 [Member]
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation arrangement by share-based payment award, number of shares available for grant							2,230,000
Share-based compensation arrangement by Share-based payment award, Number of shares authorized	2,500,000
Restricted Stock Units (RSUs) \| Restricted Stock Unit Award Plan, 2021 [Member] \| Four Non Employee Directors
SHARE-BASED COMPENSATION EXPENSE
Share based compensation, non employee services transaction, cash settlement, percentage	40.00%
Granted	66,000
Restricted Stock Units (RSUs) \| Restricted Stock Unit Award Plan, 2021 [Member] \| Four Non Employee Directors \| Vesting at the end of calendar quarter June 30, 2021
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation arrangement by Share-based payment award, award vesting rights, percentage	50.00%
Restricted Stock Units (RSUs) \| Restricted Stock Unit Award Plan, 2021 [Member] \| Four Non Employee Directors \| Vesting at each end of calendar quarter in 2021 thereafter.
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation arrangement by Share-based payment award, award vesting rights, percentage	25.00%
2017 Restricted Stock Unit Award Plan
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation arrangement by share-based payment award, number of shares available for grant							0
Share-based compensation arrangement by Share-based payment award, award vesting rights, percentage					100.00%	100.00%
Share-based compensation arrangement by share-based payment award, Description							stock, for up to 40%
Share-based compensation arrangement by Share-based payment award, Number of shares authorized									1,500,000
Granted					488,000	200,000
2017 Restricted Stock Unit Award Plan \| Employees
SHARE-BASED COMPENSATION EXPENSE
Granted		228,000	64,000
2017 Restricted Stock Unit Award Plan \| Employees \| Distributed And Settled In Common Stock
SHARE-BASED COMPENSATION EXPENSE
Granted		185,000	54,000
2017 Restricted Stock Unit Award Plan \| Employees \| Settlement For Purchase Price
SHARE-BASED COMPENSATION EXPENSE
Granted		43,000	10,000
2017 Restricted Stock Unit Award Plan \| Four Non Employee Directors
SHARE-BASED COMPENSATION EXPENSE
Share-based compensation arrangement by Share-based payment award, award vesting rights, percentage			25.00%	25.00%
Share-based compensation arrangement by share-based payment award, Description			stock, for up to 40%	stock, for up to 40%
Granted			55,000	83,000
Non-employee director \| 2017 Restricted Stock Unit Award Plan
SHARE-BASED COMPENSATION EXPENSE
Granted			333,000
Non-employee director \| 2017 Restricted Stock Unit Award Plan \| Settled In Cash
SHARE-BASED COMPENSATION EXPENSE
Granted			33,000
Non-employee director \| 2017 Restricted Stock Unit Award Plan \| Distributed And Settled In Common Stock
SHARE-BASED COMPENSATION EXPENSE
Granted		219,000	296,000
Non-employee director \| 2017 Restricted Stock Unit Award Plan \| Settlement For Purchase Price
SHARE-BASED COMPENSATION EXPENSE
Granted			4,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES

Schedule of provision for income taxes


	December 31,
	2021		2020
Benefit at U.S. statutory tax rate	$	(185)	$	(254)
State taxes (benefit), net of federal effect		(55)		(76)
State research and development tax credits		(16)		(18)
Federal research and development tax credits		(42)		(76)
PPP loan forgiveness		(112)		—
Other		97		(120)
Change in valuation allowance		313		544
(Benefit) provision for income taxes	$	—	$	—

Schedule of components of deferred tax assets


	December 31,
		2021		2020
Deferred tax assets:
Estimated future value of NOLs
- Federal		2,667		2,269
- State		969		903
Research and development tax credits
- Federal		1,325		1,283
- State		51		31
Share-based compensation		52		104
Debt extinguishment		—		636
Finance lease liability		14		—
Other, net		294		301
Total deferred tax asset		5,372		5,527
Valuation allowance		(5,358)		(5,527)
Net deferred tax assets	$	14	$	—

Deferred tax liabilities:
Finance lease right-of-use		(14)		—
Total deferred tax liabiliites		(14)		—

Net deferred taxes	$	—	$	—

OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principal Operations

Acura Pharmaceuticals, Inc., a New York corporation, and its subsidiary (the “Company”, “Acura”, “We”, “Us” or “Our”) is a drug delivery company engaged in the research, development and commercialization of technologies and products intended to address safe use of medications. We have discovered and developed three proprietary platform technologies which can be used to develop multiple products. Our Limitx™ Technology is intended to minimize the risks and side effects associated with overdose by retarding the release of active drug ingredients when too many tablets are accidently or purposefully ingested. Our Aversion® Technology is intended to address methods of product tampering associated with opioid abuse by incorporating gelling ingredients and irritants into tablets to discourage abuse by snorting and provide barriers to abuse by injection. Our Impede® Technology is directed at minimizing the extraction and conversion of pseudoephedrine tablets into methamphetamine.

●

Our Limitx Technology is in development with immediate-release tablets containing hydrocodone bitartrate and acetaminophen (also known as LTX-03). US commercialization rights to LTX-03, LTX-02 and LTX-09 are licensed to Abuse Deterrent Pharma, LLC (See Note 3).

●

Our Aversion Technology has been licensed to Assertio Holdings Inc. or Assertio (formerly known as Zyla Life Sciences and previously as Egalet Corporation) for use in Oxaydo® Tablets (oxycodone HCl, CII). Oxaydo is currently approved by the FDA for marketing in the United States in 5mg and 7.5mg strengths (See Note 3).

●

Our Impede Technology is used in Nexafed® Tablets (30mg pseudoephedrine HCl) and Nexafed® Sinus Pressure + Pain Tablets (30/325mg pseudoephedrine HCl and acetaminophen). We have licensed to MainPointe Pharmaceuticals, LLC (MainPointe), our Impede Technology in the United States and Canada to commercialize these Nexafed products (See Note 3).

Basis of Presentation, Liquidity and Substantial Doubt in Going Concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that we will continue in operation one year after the date these financial statements are issued and we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. As of December 31, 2021, we had cash on hand balance of $65 thousand, working capital deficit of $143 thousand and an accumulated deficit of $390.1 million. We had a loss from operations of $1.2 million and a net loss of $879 thousand for the year ended December 31, 2021. We have suffered recurring losses from operations and have not generated positive cash flows from operations. We anticipate operating losses to continue for the foreseeable future.

On June 28, 2019 we entered into a License, Development and Commercialization Agreement to the Limitx patent LTX-03, as amended in October 2020, July 2021, February 2022, November 2022, December 15, 2022 and June 15, 2023 (the "AD Pharma Amended Agreement"), with Abuse Deterrent Pharma, LLC (“AD Pharma”). Under the AD Pharma Amended Agreement, AD Pharma also has a license to the Limitx patents for LTX-02 (oxycodone/acetaminophen) and LTX-09 (alprazolam) for exclusive commercialization rights in the United States, which are not subject to any development agreement or responsibilities by Acura. The AD Pharma Amended Agreement required AD Pharma to pay us a monthly license payment for LTX-03 of $350 thousand for a period from inception up to April 2020 at which time the payment became $200 thousand per month. The monthly license payments ended on July 31, 2021 under the AD Pharma Amended Agreement. The AD Pharma Amended Agreement required AD Pharma to reimburse us all our outside development costs we incurred for LTX-03. Whether or not AD Pharma exercises their right to terminate the AD Pharma Amended Agreement, we need to raise additional financing or enter into license or collaboration with third parties relating to our technologies. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the COVID-19 pandemic. No assurance can be given that we will be successful in obtaining any such financing or in securing license or collaboration agreements

with third parties on acceptable terms, if at all, or if secured, that such financing or license or collaboration agreements will provide payments to the Company sufficient to fund continued operations. In the absence of such financing or third-party license or collaboration agreements, the Company will be required to scale back or terminate operations and/or seek protection under applicable bankruptcy laws. An extended delay or cessation of the Company’s continuing product development efforts will have a material adverse effect on the Company’s financial condition and results of operations.

At December 31, 2021, AD Pharma was delinquent in remitting $50 thousand of the July 2021 license fee and approximately $78 thousand of reimbursable LTX-03 development expenses. Failure to make any of these payments is an event of default under the AD Pharma Amended Agreement if Acura provides a default notification to AD Pharma. Acura did not provide such default notification and in March 2022, Acura received the delinquent license fee and delinquent development expenses from AD Pharma.

The AD Pharma Amended Agreement, requires the New Drug Application (“NDA”) for LTX-03 be accepted by the FDA by November 30, 2023 or AD Pharma has the option to terminate the AD Pharma Amended Agreement and take ownership of the LIMITx intellectual property (See Note 15). Should AD Pharma choose not to exercise this option to terminate and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate AD Pharma Amended Agreement expires.

The AD Pharma Amended Agreement allows AD Pharma to terminate the AD Pharma Amended Agreement anytime for “convenience on 30 days prior written notice”.

In view of the matters described above, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the Company’s accompanying consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its funding requirements on a continuous basis, to maintain existing financing and to succeed in its future operations. The Company’s financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

REVENUE FROM CONTRACTS WITH CUSTOMERS

12 Months Ended

Dec. 31, 2021

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 4 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue is recognized when, or as, performance obligations under terms of a contract are satisfied, which occurs when control of the promised service is transferred to a customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring services to a customer (“transaction price”). The Company will then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when, or as, the performance obligation is satisfied. When determining the transaction price of the contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. None of the Company’s licenses and collaboration agreements contained a significant financing component at either December 31, 2021 or 2020.

The Company’s existing license and collaboration agreements may contain a single performance obligation or may contain multiple performance obligations. Those which contain multiple performance obligations will require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.

The Company’s existing license and collaboration agreements contain customer options for the license of additional products and territories. We determined the option’s standalone selling prices based on the option product’s potential market size in the option territory as compared to the currently licensed product and U.S. territory. Some of our existing license and collaboration agreements contain a license to the technology as well as licenses to tradenames or trademarks. The Company determined that the licenses to the tradenames or trademarks were immaterial in context of the contract. Price adjustments are accounted for as variable consideration. Provisions for variable consideration are based on current assumptions, executed contracts, and historical data and are provided for in the period the related revenues are recorded.

Sales-based Milestones and Royalty Revenues

Payments of sales-based milestones are generally due within 30 days after the end of a calendar year. Payments of royalties are generally due within 45 days after the end of a calendar quarter.

License and Collaboration Agreement Revenues

The achievement of milestones under the Company’s license and collaboration agreements will be recorded as revenue during the period the milestone’s achievement becomes probable.

Product Sales, net of allowance

Nexafed was launched in December 2012 and Nexafed Sinus Pressure + Pain was launched in February 2015. Prior to entering into the MainPointe Agreement in March 2017, we sold our Nexafed products in the United States to wholesale pharmaceutical distributors as well as directly to chain drug stores. Our Nexafed products were sold subject to the right of return usually for a period of up to twelve months after the product expiration. During the second quarter 2020, we reviewed our product sales return allowance liability and recorded a $223 thousand favorable amount to product sales as we believe sufficient time has passed where the Nexafed product is no longer subject to right of return and we estimate no additional product will be returned and therefore, we no longer maintain a sales return allowance liability.

Disaggregation of Total Revenues

The Company has two license agreements for currently marketed products containing its technologies; the Oxaydo product containing the Aversion Technology has been licensed to Assertio, and the Nexafed products containing the Impede Technology which have been licensed to MainPointe. The Company has a third license agreement with AD Pharma for three products containing our LIMITx™ technology, LTX-03, LTX-02 and LTX-09, for which only LTX-03 is under development. The monthly license fee payments to us under the AD Pharma Amended Agreement ended on July 31, 2021. We have recorded $1.4 million and $3.0 million of license fees for LTX-03 for the year ended December 31, 2021 and 2020, respectively.

All of the Company’s royalty revenues are earned from these two license agreements by the licensee’s sale of products in the United States.

Royalty revenues by licensee are summarized below:


	Year Ended
	December 31,
	2021		2020
Assertio (Oxaydo)	$	130	$	102
MainPointe - related party (Nexafed)		2		7
Royalty revenues	$	132	$	109

Contract Balance and Performance Obligations

The Company had no contract assets and contract liability balances under the license and collaboration agreements at either December 31, 2021 or 2020. Contract assets may be reported in future periods under prepaid expenses or other current assets on the consolidated balance sheet. Contract liabilities may be reported in future periods consisting of deferred revenue as presented on the consolidated balance sheet.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
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+ Details

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

LEASES

Schedule of future minimum lease commitments under the Company's non-cancelable finance lease

Future minimum lease commitments under the Company’s non-cancelable finance lease as of December 31, 2021 is as follows (in thousands):


Year ending December 31,
2022	$	33
2023		17
Total undiscounted lease payments		50
Less: imputed interest		—
Present value of lease liability	$	50

Schedule of supplemental balance sheet information related to the lease

The following table reflects supplemental balance sheet information related to the lease as of December 31, 2021 and 2020 (in thousands):


		December 31,		December 31,
	Financial Statement Classification	2021		2020
Assets
Finance lease right-of-use	Other long-term assets	$	50	$	—

Liabilities
Finance lease liability - current	Other current liabilities	$	33	$	—
Finance lease liability - noncurrent	Other long-term liabilities		17		—
Total lease liability			50	$	—

LEASES - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lessee, Finance Lease, Description [Abstract]
Lease term	24 months
Finance lease equal monthly payment	$ 3
Weighted average remaining lease term	1 year 6 months
Present value of the lease	$ 33	$ 0
Present value of the leases	$ 50	$ 0

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional paid-in capital	Accumulated deficit	Total
Balance at Dec. 31, 2019	$ 213	$ 383,042	$ (387,996)	$ (4,741)
Balance (in shares) at Dec. 31, 2019	21,300
Net loss			(1,208)	(1,208)
Net distribution of common stock pursuant to RSU award plan	$ 3	19		22
Net distribution of common stock pursuant to RSU award plan (in shares)	350
Non-cash stock-based compensation		36		36
Balance at Dec. 31, 2020	$ 216	383,097	(389,204)	(5,891)
Balance (in shares) at Dec. 31, 2020	21,650
Net loss			(879)	(879)
Net distribution of common stock pursuant to RSU award plan	$ 4	9		13
Net distribution of common stock pursuant to RSU award plan (in shares)	405
Exercise of stock options	$ 1	(1)
Exercise of stock options (in shares)	54
Non-cash stock-based compensation		58		58
Conversion of convertible debt principal	$ 375	5,625		6,000
Conversion of convertible debt principal (In shares)	37,500
Conversion of convertible debt interest	$ 55	822		877
Conversion of convertible debt interest (in shares)	5,484
Balance at Dec. 31, 2021	$ 651	$ 389,610	$ (390,083)	$ 178
Balance (in shares) at Dec. 31, 2021	65,093

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2021	Apr. 30, 2023	Jun. 30, 2021
Document And Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	1-10113
Entity Registrant Name	ACURA PHARMACEUTICALS, INC
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	11-0853640
Entity Address, Address Line One	616 N. North Court, Suite 120,
Entity Address, City or Town	Palatine
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60067
City Area Code	847
Local Phone Number	705 7709
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	ACUR
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 4.9
Entity Common Stock, Shares Outstanding		66,001,783
Entity Central Index Key	0000786947
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Auditor Name	BDO USA LLP
Auditor Firm ID	243
Auditor Location	Chicago, IL
Document Financial Statement Error Correction [Flag]	false

LEASES

12 Months Ended

Dec. 31, 2021

LEASES

LEASES

NOTE 12 – LEASES

In June 2021, the Company entered into a finance lease for a scientific piece of equipment for a term of 24 months with equal monthly payments of $3 thousand. The lease commenced on June 21, 2021 and ends on June 20, 2023. The Company uses the rate implicit in the lease as the discount rate for the finance lease. The weighted average remaining lease term for the Company’s finance lease is 1.5 years as of December 31, 2021. The present value of the lease is $50 thousand.

Future minimum lease commitments under the Company’s non-cancelable finance lease as of December 31, 2021 is as follows (in thousands):


Year ending December 31,
2022	$	33
2023		17
Total undiscounted lease payments		50
Less: imputed interest		—
Present value of lease liability	$	50

The following table reflects supplemental balance sheet information related to the lease as of December 31, 2021 and 2020 (in thousands):


		December 31,		December 31,
	Financial Statement Classification	2021		2020
Assets
Finance lease right-of-use	Other long-term assets	$	50	$	—

Liabilities
Finance lease liability - current	Other current liabilities	$	33	$	—
Finance lease liability - noncurrent	Other long-term liabilities		17		—
Total lease liability			50	$	—

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

Use of Estimates

Concentration of Credit Risk

Fair Value Measurements

The Company determined the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value, as follows:

◾

Level 1—Quoted prices in active markets for identical assets and liabilities;

◾

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Segment Reporting

Share-based Compensation Expense

We have several share-based compensation plans covering stock options and RSUs for our employees and directors, which are described more fully in Note 12.

Property, Plant and Equipment

Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the related assets. The estimated useful lives of the major classification of depreciable assets are:


Building and improvements		10 - 40 years
Land improvements		20 - 40 years
Machinery and equipment		7 - 10 years
Scientific equipment		5 - 10 years
Computer hardware and software		3 - 10 years

Intangible and Long-Lived Assets

Leases

License and Collaboration Agreement Revenues

Royalty Revenue

Research and Development Activities

Income Taxes

Customer Concentration

Pharma choose not to exercise this option to terminate and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate AD Pharma Amended Agreement expires.

The AD Pharma Amended Agreement allows AD Pharma to terminate the AD Pharma Amended Agreement anytime for “convenience on 30 days prior written notice”.

Under our agreement with MainPointe, we earn royalties from MainPointe sale of the licensed product line Nexafed.

Under our license agreement with Assertio, we earn royalties from Assertio’s sale of the licensed product Oxaydo.

Recent Accounting Pronouncements

New accounting standards which have not yet been adopted on or before December 31, 2021

Credit Losses

Convertible Debt

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of operating segment \| segment	1
General and administrative expense: \| Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total share-based compensation expense \| $	$ 110	$ 53

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Royalties	$ 132	$ 109
Collaboration from related party	31	238
License fees from related party	1,400	3,000
Product sales	0	223
Total revenues	1,563	3,570
Expenses:
Research and development	1,524	1,781
General and administrative	1,253	2,547
Total expenses	2,777	4,328
Operating loss	(1,214)	(758)
Gain on forgiveness of a loan under CARES Act	535
Interest expense to related party	$ (200)	$ (450)
Interest Expense, Related and Nonrelated Party Status [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Loss before provision for income taxes	$ (879)	$ (1,208)
Provision for income taxes	0	0
Net loss	$ (879)	$ (1,208)
Net income (loss) per share:
Basic	$ (0.02)	$ (0.04)
Diluted	$ (0.02)	$ (0.04)
Weighted average number of shares outstanding:
Basic	56,801	32,320
Diluted	56,801	32,320

ACCRUED EXPENSES

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 6 – ACCRUED EXPENSES

Accrued expenses are summarized as follows (in thousands):


	December 31,
	2021		2020
Cost sharing expenses under license agreements	$	—	$	428
Other fees and services		26		24
Payroll, payroll taxes and benefits		—		8
Professional services		137		117
Financed premiums on insurance policies		55		28
Property taxes		10		9
Franchise taxes		10		17
Total	$	238	$	631

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Schedule of reconciliation of basic and diluted


	Year Ended
	December 31,
	2021		2020
Loss per share – basic and diluted
Numerator: net loss	$	(879)	$	(1,208)
Denominator (weighted):
Common shares		46,358		21,650
Vested RSUs - share settled		443		670
Common stock purchase warrant		10,000		10,000
Basic and diluted weighted average shares outstanding		56,801		32,320
Loss per share – basic and diluted	$	(0.02)	$	(0.04)

Excluded securities (non-weighted):
Common shares issuable:
Stock options		1,031		1,254
Common stock purchase warrants		1,782		1,782
Convertible loan		—		37,500
Total excluded common shares		2,813		40,536

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2021

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

NOTE 14 – BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income or loss by the weighted average common shares outstanding during a period, including shares weighted related to both vested Restricted Stock Units (“RSUs”) which settle in shares (See Note 11) and a stock warrant exercisable for 10.0 million shares having an exercise price of $0.01 per share (See Note 7). Diluted net income (loss) per share is based on the treasury stock method and computed based on the same number of shares used in the basic share calculation and includes the effect from common stock equivalents, which are potential issuances of common stock, such as shares issuable pursuant to the exercise of stock options and stock warrants, assuming the exercise of all in-the-money stock options and warrants. Common stock equivalents are excluded from the computation where their inclusion would be anti-dilutive. Also, any RSU which could be settled in cash are excluded from both the basic and diluted computations. As the Company reported a net loss in 2021 and 2020 the effects of common stock equivalents were excluded as their inclusion in the diluted net loss per share calculation would have been antidilutive. The weighted-average common share outstanding diluted computation is not impacted during any period where the exercise price of a stock option, common stock warrant or convertible loan is greater than the average market price of our common stock.

A reconciliation of the numerators and denominators of basic and diluted earnings (loss) per share consisted of the following (in thousands except per share data):


	Year Ended
	December 31,
	2021		2020
Loss per share – basic and diluted
Numerator: net loss	$	(879)	$	(1,208)
Denominator (weighted):
Common shares		46,358		21,650
Vested RSUs - share settled		443		670
Common stock purchase warrant		10,000		10,000
Basic and diluted weighted average shares outstanding		56,801		32,320
Loss per share – basic and diluted	$	(0.02)	$	(0.04)

Excluded securities (non-weighted):
Common shares issuable:
Stock options		1,031		1,254
Common stock purchase warrants		1,782		1,782
Convertible loan		—		37,500
Total excluded common shares		2,813		40,536

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

Private Placement with Mr. John Schutte

In July 2017, we completed a $4.0 million private placement with Mr. Schutte, consisting of 8,912,655 units (“Units”) of the Company, at a price of $0.4488 per Unit (the “Transaction”). Each Unit consists of one share of common stock and a warrant to purchase one fifth (0.2) of a share of common stock. The issue price of the Units was equal to 85% of the average last sale price of our common stock for the five trading days prior to completion of the Transaction. The warrants were immediately exercisable for 1,782,532 common shares at a price of $0.528 per share (which equals the average last sale price of the Company’s common stock for the five trading days prior to completion of the Transaction) and expired five years after issuance (subject to earlier expiration in event of certain acquisitions). In July 2017 we assigned a relative fair value of $495 thousand to the warrants out of the total $4.0 million proceeds from the private placement transaction and had accounted these warrants as equity. These warrants expired unexercised in July 2022.

As part of the closing of the Transaction, the Company and Essex Woodlands Health Ventures V, L.P. (“Essex”) and Galen Partners III, L.P. (“Galen”) amended and restated the existing Voting Agreement including such parties to provide for Mr. Schutte to join as a party (as so amended, the “Second Amended and Restated Voting Agreement”). The Second Amended and Restated Voting Agreement provides that our Board of Directors shall remain comprised of no more than seven members (subject to certain exceptions), (i) one of whom is the Company’s Chief Executive Officer, (ii) three of whom are independent under Nasdaq standards, and (iii) one of whom shall be designated by each of Essex, Galen and Mr. Schutte, and the parties to such agreement would vote for such persons. The right of each of Essex, Galen and Mr. Schutte to designate one director to our Board will continue as long as he or it and their affiliates collectively hold at least 600,000 shares of our common stock (including warrants exercisable for such shares). Immanuel Thangaraj is the designee of Essex. Mr. Schutte has yet to designate a director. Galen had not designated a director and lost that right in December 2017 when it disposed of its shares of common stock in the Company. Once such shareholder no longer holds such securities, the additional forfeited seat would become a seat for an independent director to thereafter be nominated to the Board of Directors from time to time by the then current directors and as applicable, to be elected by the directors to fill the vacancy created by the forfeited seat or submitted to the vote of shareholders at the Company’s next annual meeting. An independent director has not been named to fill the seat forfeited by Galen.

MainPointe Pharmaceuticals LLC

Mr. Schutte is the principal owner of MainPointe. In March 2017, we granted MainPointe an exclusive license to our Impede Technology to commercialize our Nexafed® and Nexafed® Sinus Pressure + Pain Products in the United States and Canada for an upfront licensing fee of $2.5 million. The Company is receiving a 7.5% royalty on sales of licensed products. MainPointe also has options to expand the territory and products covered for additional sums. Included in the reported royalty revenue for the year ended 2021 and 2020 is $2 thousand and $7 thousand, respectively of royalty revenue from MainPointe. (See Note 2). On January 1, 2020, MainPointe assigned to AD Pharma, an entity controlled by Mr. Schutte, of which Mr. Schutte is the managing partner and investor, with Acura’s consent, all of its right, title and interest in the MainPointe Agreement between MainPointe and Acura; which was subsequently rescinded by AD Pharma in October 2020.

Loans with Mr. John Schutte and AD Pharma – Series 7.5%

We had borrowed an aggregate of $6.0 million from Mr. Schutte, a related-party. On June 28, 2019, the promissory note was assigned by Mr. Schutte to AD Pharma. On June 9, 2021, we received notice of conversion from AD Pharma for the $6.0 million promissory note and approximately $877 thousand of accrued but unpaid interest. The principal and interest were converted into 42,984,375 shares of the Company’s common stock.

Loans with Mr. John Schutte – Series 5.25%

In December 2021, the Company received a $150 thousand loan from Mr. Schutte, a related-party. We have issued an unsecured promissory note to him. The promissory note bears interest at 5.25% (‘Schutte 5.25% Note”), and matures on December 31, 2023, at which time all principal and interest is due. Events of default under the Schutte 5.25% Note include, among other items, bankruptcy events, failure to pay interest and principal when due and such failure continues for 5 days, and if Acura is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, including upon an event of default, such overdue amount shall bear interest at the rate per annum of 7.5% from the date of such non-payment until such amount is paid in full.

During 2022 our additional borrowings from Mr. Schutte were $1.775 million. On November 10, 2022, Mr. Schutte assigned the promissory notes to AD Pharma. In November and December 2022, our borrowings from AD Pharma were $600 thousand. During 2023 our additional borrowings from AD Pharma were $900 thousand. (See Subsequent Event Note 15.)

AD Pharma Amended Agreement covering LTX-03

On June 28, 2019 we entered into the AD Pharma Amended Agreement with AD Pharma for the completion of development of LTX-03 (hydrocodone bitartrate with acetaminophen) immediate-release tablets utilizing Acura’s patented LIMITx™ technology which addresses the consequences of excess oral administration of opioid tablets, the most prevalent route of opioid overdose and abuse. Under the AD Pharma Amended Agreement, AD Pharma also has a license to the Limitx patents for LTX-02 (oxycodone/acetaminophen) and LTX-09 (alprazolam) for exclusive commercialization rights in the United States, which are not subject to any development agreement or responsibilities by Acura.

The AD Pharma Amended Agreement, requires the NDA for LTX-03 be accepted by the FDA by November 30, 2023 or AD Pharma has the option to terminate the AD Pharma Amended Agreement and take ownership of the LIMITx intellectual property. Should AD Pharma choose not to exercise this option to terminate and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate AD Pharma Amended Agreement expires.

The AD Pharma Amended Agreement allows AD Pharma to terminate the AD Pharma Amended Agreement anytime for “convenience on 30 days prior written notice”. (See Note 3).

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

ACCRUED EXPENSES (Tables)

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES

Schedule of Accrued expenses

Accrued expenses are summarized as follows (in thousands):


	December 31,
	2021		2020
Cost sharing expenses under license agreements	$	—	$	428
Other fees and services		26		24
Payroll, payroll taxes and benefits		—		8
Professional services		137		117
Financed premiums on insurance policies		55		28
Property taxes		10		9
Franchise taxes		10		17
Total	$	238	$	631