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
October
30, 2007
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
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
|
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)
|
| 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))
|
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
On
October 30, 2007, Acura Pharmaceuticals, Inc. (the “Company”) and King
Pharmaceuticals Research and Development, Inc., a subsidiary of King
Pharmaceuticals, Inc. (“King”), entered into a license, development and
commercialization agreement (the “Agreement”). Under the terms of the Agreement,
the Company will receive from King an upfront non-refundable cash payment of
$30
million upon the satisfaction of the closing conditions and the effectiveness
of
the Agreement. The Agreement requires that simultaneous with the closing of
the
Agreement, the Company pre-pay in full its secured term loan in the principal
amount of $5 million plus accrued interest, under the Company’s Loan Agreement
dated March 29, 2000, as amended (the “Loan Agreement”) with Essex Woodlands
Health Ventures Fund 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., Galen Employee Fund III, L.P. and certain individual
lenders. In addition, the Loan Agreement provides that the principal amount
and
interest owing under the Loan Agreement must be mandatorily pre-paid by the
Company, in whole or in part, within ten days of receipt of proceeds in excess
of $5 million received by the Company from a third party pharmaceutical company
or companies pursuant to which the Company, in one or more transactions, grants
such pharmaceutical company or companies rights to any of the Company’s products
or product candidates or rights to the Company’s Aversion® Technology. As a
result, notwithstanding the requirement in the Agreement that the full principal
and accrued interest under the Loan Agreement be pre-paid, the $30 million
up-front payment to be paid to the Company by King upon the effectiveness of
the
Agreement would otherwise have triggered the Company’s mandatory prepayment
obligation under the Loan Agreement.
Therefore,
simultaneous with the Company’s receipt from King of the $30 million upfront
cash payment contemplated in the Agreement, the Company will prepay the $5
million principal amount plus unpaid interest as provided in the Loan
Agreement.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At
the
Company’s shareholder’s meeting on December 14, 2006, the shareholders granted
the Board of Directors the authority to effect a reverse split of the Company’s
common stock at one of six ratios (including a ratio of one for ten) prior
to
December 14, 2007. On October 30, 2007, the Board of Directors of the Company
approved an amendment to the Company’s Restated Certificate of Incorporation to
take effect on or about December 5, 2007, subject to compliance with OTC
Bulletin Board requirements, to effect a one for ten reverse stock split of
the
Company’s common stock. The form of the Certificate of Amendment to the
Company’s Restated Certificate of Incorporation is attached hereto as Exhibit
3.1.
If
the
total
number of shares that a shareholder holds is not evenly divisible by ten, the
shareholder will not receive a fractional share, but instead will receive cash
in an amount equal to the fraction of a share that the shareholder otherwise
would have been entitle to receive, multiplied by the average of the high bid
and low asked prices of one share of the Company’s common stock, as reported by
the OTC Bulletin Board, for the ten business days immediately preceding the
effective date of the reverse stock split for which transactions in the common
stock are reported.
Item
9.01 Financial
Statements and Exhibits
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Exhibit Number
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Description
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| |
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3.1
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|
Form
of Certificate of Amendment to the Registrant’s Restated Certificate of
Incorporation
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| |
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99.1
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|
Press
Release of the Registrant dated October 31,
2007.
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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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| |
|
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By:
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/s/
Peter Clemens
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| |
Peter
A. Clemens
|
| |
Senior
Vice President & Chief Financial
Officer
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Date: October
30, 2007
EXHIBIT
INDEX
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|
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Description
|
| |
|
|
|
3.1
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|
Form
of Certificate of Amendment to the Registrant’s Restated Certificate of
Incorporation
|
| |
|
|
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99.1
|
|
Press
Release of the Registrant dated October 31,
2007.
|