Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act Of 1934
September
16, 2005
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
State
of New York
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1-10113
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11-0853640
|
(State
of Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
Identification
Number)
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616
N. North Court, Suite 120
Palatine,
Illinois 60067
(Address
of principal executive offices) (Zip Code)
(847)
705-7709
(Registrant’s
telephone number, including are code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
r› Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r› Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
r› Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
r› Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
Item
1.01 Entry
Into a Material Definitive Agreement
On
September 16, 2005, Acura Pharmaceuticals, Inc. (the "Company") entered into
a
Loan Agreement (the “Loan Agreement”) with Essex
Woodlands Health Venture V, L.P., Care Capital Investments II, L.P., Care
Capital Offshore Investments II, L.P., Galen Partners III, L.P., Galen Partners
International III, L.P., and Galen Employee Fund III, L.P. (collectively, the
“Bridge Lenders”) . Pursuant
to the Loan Agreement, the Lenders extended bridge financing to the Company
in
the principal amount of $500,000 (the “Bridge Loan”). The
net
proceeds from the 2005 Bridge Loan, after the satisfaction of related, expenses,
will be used by the Company to continue the development of its
AversionTM
Technology and to fund operating expenses.
The
Bridge Loan bears interest at the rate of ten percent (10%) per annum and
matures on June 1, 2006. The Bridge Loan is secured by a lien on all of the
Company’s and its subsidiaries’ assets, senior in right of payment and lien
priority to all other indebtedness of the Company. The Bridge Loan is subject
to
mandatory pre-payment by the Company upon the Company’s completion of equity or
debt financing or any sale, transfer, license or similar arrangement pursuant
to
which the Company or any of its subsidiaries sells, licenses or otherwise grants
rights in any material portion of the Company’s intellectual property to any
third party, provided that the consummation of any such transaction results
in
cash proceeds to the Company, net of all costs and expenses, of at least $4
million. The Bridge Loan Agreement requires that the Company maintain minimum
cash deposits of at least $200,000. The Bridge Loan also contains normal and
customary affirmative and negative covenants, including restrictions on the
Company’s ability to incur additional debt, or grant any lien on the assets of
the Company or its Subsidiaries, subject to certain permitted exclusions.
Item
9.01 Financial
Statements and Exhibits.
Exhibit
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Number
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Description
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|
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10.1
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Loan
Agreement by and among Acura Pharmaceuticals, Inc. Essex Woodlands
Health
Venture V, L.P., Care Capital Investments II, L.P., Care Capital
Offshore
Investments II, L.P., Galen Partners III, L.P., Galen Partners
International III, L.P., and Galen Employee Fund III, L.P., dated
September 16, 2005.
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10.2
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Form
of Secure Promissory Note of Acura Pharmaceuticals,
Inc.
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|
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10.3
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Subordination
Agreement by and among Essex
Woodlands Health Venture V, L.P., Care Capital Investments II, L.P.,
Care
Capital Offshore Investments II, L.P., Galen Partners III, L.P.,
Galen
Partners International III, L.P., and Galen Employee Fund III, L.P.,
dated
September 16, 2005.
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|
|
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10.4
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Company
General Security Agreement by and between Acura Pharmaceuticals,
Inc. and
Galen Partners III, L.P., as Agent, dated September 16,
2005
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10.5
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Guaranty
of Axiom Pharmaceutical Corporation, dated September 16,
2005
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|
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10.6
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Guaranty
of Acura Pharmaceutical Technologies, Inc., dated September 16,
2005
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|
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10.7
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Guarantors
Security Agreement by and among Axiom Pharmaceutical Corporation,
Acura
Pharmaceutical Technologies, Inc. and Galen Partners III, L.P., as
Agent,
dated September 16, 2005
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|
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10.8
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Stock
Pledge Agreement by and between Acura Pharmaceuticals, Inc. and Galen
Partners III, L.P., as Agent, dated September 16,
2005
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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ACURA
PHARMACEUTICALS, INC. |
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By: |
/s/ Peter
A. Clemens |
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|
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Peter
A. Clemens
Vice
President & Chief Financial
Officer
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