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
22, 2006
Date
of
Report (Date of earliest event reported)
___________________________________________________________
ACURA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
|
State
of New York
|
1-10113
|
11-0853640
|
|
(State
of Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
Identification
Number)
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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)
|
| 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
September
22, 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 $6.124 million (inclusive of the September
22, 2006
bridge
loan described in Item 8.01 below) (collectively, the “Bridge Loans”) to extend
the maturity date of such bridge loans from October 1, 2006 to November 1,
2006.
In
connection with such amendment and the advancing of an additional $489,000
in
bridge loans, described in Item 8.01, the VC Lenders agreed to accept in
satisfaction of the interest payment due September 30, 2006 under the Bridge
Loans in the aggregate amount of approximately
$ 133,000
(the
“September 30 Interest”), a number of shares of Common Stock of the Registrant
equal to the quotient of the September 30, 2006 Interest divided by the average
of the closing bid and ask price of the Common Stock of Registrant for the
five
trading days ending (and including) September 29, 2006, as reported by the
Nasdaq OTCBB.
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
2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet
Arrangement
The
contents of Items 1.01 and 8.01 are hereby incorporated by
reference.
Item
8.01 Other
Events
On
September
22, 2006,
the
Registrant borrowed $489,000 pursuant to a certain Bridge Loan Agreement dated
January 31, 2006 with various lenders. The Bridge Loan bears interest at a
rate
of 10% and matures on November 1, 2006. The Bridge Loan contains customary
default and acceleration provisions.
Item
9.01 Financial
Statements and Exhibits
| Exhibit
Number |
Description |
| 10.1 |
Omnibus
Amendment and Consent effective as of September
22, 2006
between the Registrant and various
lenders.
|
| 99.1 |
Press
Release dated September
22, 2006
Announcing Receipt of Bridge Funding and the Extension of the Maturity
Date of Outstanding Bridge Loans
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
ACURA
PHARMACEUTICALS, INC.
Peter
A.
Clemens
Senior
Vice President & Chief Financial Officer
Date: September
22, 2006
Exhibit
Index
| Exhibit
Number |
Description |
| 10.1 |
Omnibus
Amendment and Consent effective as of September
22, 2006
between the Registrant and various
lenders.
|
| 99.1 |
Press
Release dated September
22, 2006
Announcing Receipt of Bridge Funding and the Extension of the Maturity
Date of Outstanding Bridge Loans
|