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
May
24, 2006
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
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State
of New
York
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1-10113
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11-0853640
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|
(State
of Other Jurisdiction
of
Incorporation)
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|
(Commission
File Number)
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|
(I.R.S.
Employer
Identification
Number)
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616
N. North Court, Suite 120
Palatine,
Illinois 60067
(Address
of principal executive offices) (Zip Code)
(847)
705-7709
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d- 2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
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Item
1.01 Entry
Into a Material Definitive Agreement
On
May
24, 2006, the Registrant amended bridge loan agreements (“Bridge Loan
Agreements”) with Essex Woodlands Health Venture V, L.P., Care Capital
Investments II, L.P., Care Capital Offshore Investments II, L.P., Galen Partners
III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
L.P. (collectively, the “VC Lenders”) and certain individual lenders dated June
22, 2005, September 16, 2005, November 9, 2005 and January 31, 2006, under
which
the Registrant has borrowed the principal amount of $4.85 million (inclusive
of
the May 24, 2006 bridge loan described in Item 8.01 below) to extend the
maturity date of such bridge loans from June 1, 2006 to September 1, 2006.
GCE
Holdings, LLC, which is controlled by the VC Lenders, beneficially owns
approximately 78% of the Registrant's outstanding common stock.
and has
the right to designate four directors (of which it has exercised the right
with
respect to three directors) to the Registrant’s Board of Directors.
Item
8.01 Other
Events
On
May
24, 2006, the Registrant’s borrowed $800,000 pursuant to a certain Bridge Loan
Agreement dated January 31, 2006 with various lenders.
Item
9.01 Financial
Statements and Exhibits
| Exhibit
Number |
Description
|
| 10.1 |
Omnibus
Amendment and Consent effective as of May 24, 2006 between the Registrant
and various lenders.
|
| 99.1 |
Press
Release dated May 24, 2006 Announcing Receipt of Bridge Funding and
the
Extension of the Maturity Date of Outstanding Bridge
Loans
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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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Peter
A. Clemens |
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Senior
Vice President & Chief Financial
Officer |
Date: May
24,
2006
Exhibit
Index
| Exhibit
Number |
Description
|
| 10.1 |
Omnibus
Amendment and Consent effective as of May 24, 2006 between the
Registrant
and various lenders.
|
| 99.1 |
Press
Release dated May 24, 2006 Announcing Receipt of Bridge Funding
and the
Extension of the Maturity Date of Outstanding Bridge
Loans
|