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

July 10, 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
(Commission File Number)
(I.R.S. Employer
of Incorporation)
  
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 1.01 Entry Into a Material Definitive Agreement

On July 10, 2007, the Registrant amended 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 (the “Bridge Loan Agreements”), under which the Registrant has borrowed the principal amount of $10.54 million (inclusive of the July 10, 2007 bridge loan (the “July 2007 Bridge Loan”) in the principal amount of $600,000 described in Item 8.01 below) (collectively, the “Bridge Loans”). The July 2007 amendments to the Bridge Loan Agreements provide for:
 
(i)  
the commitment to extend the $600,000 July 2007 Bridge Loan;

(ii)  
the continued satisfaction of interest payments in the Registrant’s common stock based upon the average of the closing bid and asked prices of the common stock for the five (5) trading days immediately preceding the interest payment date; and

(iii)  
the right of the VC Lenders to convert the July 2007 Bridge Loan into the Registrant’s common stock, upon the completion of a third-party equity financing providing gross proceeds to the Registrant in the aggregate amount of at least $5 million (a “Third Party Equity Financing”), a Change of Control Transaction or upon the maturity date of the Bridge Loans (each a “Triggering Event”). Upon the occurrence of a Triggering Event, the bridge lenders may convert the July 2007 Bridge Loan into the Registrant’s common stock at a conversion price equal to (A) in the case of the completion of a Third Party Equity Financing, the lesser of (i) 80% of the average closing bid and asked prices of the Registrant’s common stock for the twenty trading days immediately preceding the public announcement of the Third Party Equity Financing, but not less than $0.21 per share, (ii) 80% of the average price of the securities sold by the Registrant in such Third Party Equity Financing, and (iii) $0.46 per share and (B) in the case of a Change of Control Transaction or upon the maturity date of the Bridge Loans, the lesser of (i) 80% of the average closing bid and asked prices of the Registrant’s common stock for the twenty trading days immediately preceding the public announcement of the Change of Control Transaction or the maturity date, as applicable, but not less than $0.21 per share, and (ii) $0.46 per share.
 
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 July 10, 2007, the Registrant borrowed $600,000 pursuant to a certain Bridge Loan Agreement dated January 31, 2006, as amended, with various lenders. The Bridge Loan bears interest at a rate of 10% and matures on September 30, 2007. The Bridge Loan contains customary default and acceleration provisions and provides the conversion rights described in Item 1.01 above.

Item 9.01 Financial Statements and Exhibits

Exhibit Number
Description 
   
10.1
Omnibus Amendment and Consent effective as of July 10, 2007 between the Registrant and various lenders.
   
99.1
Press Release dated July 10, 2007 Announcing Receipt of Bridge Funding
 
 
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.
 
 		  
 		  
 
  By:   /s/ Peter Clemens
 
Peter A. Clemens
  Senior Vice President & Chief Financial Officer

Date: July 10, 2007
 
 
Exhibit Index

Exhibit Number
Description 
   
10.1
Omnibus Amendment and Consent effective as of July 10, 2007 between the Registrant and various lenders.
   
99.1
Press Release dated July 10, 2007 Announcing Receipt of Bridge Funding