-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9R21dAm1g7uGqLwSM4peX8rorsxiETnl7fpxyIgiFbic/nv8VyYAp9Rw3ogKRjZ LX/zi8mqS4idzLmcC1ys+w== 0001144204-05-002819.txt : 20050131 0001144204-05-002819.hdr.sgml : 20050131 20050131162927 ACCESSION NUMBER: 0001144204-05-002819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040131 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050131 DATE AS OF CHANGE: 20050131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACURA PHARMACEUTICALS, INC CENTRAL INDEX KEY: 0000786947 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 110853640 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10113 FILM NUMBER: 05562165 BUSINESS ADDRESS: STREET 1: 616 N. NORTH COURT, SUITE 120 CITY: PALATINE STATE: IL ZIP: 60067 BUSINESS PHONE: 847-705-7709 MAIL ADDRESS: STREET 1: 616 N. NORTH COURT, SUITE 120 STREET 2: . CITY: PALATINE STATE: IL ZIP: 60067 FORMER COMPANY: FORMER CONFORMED NAME: HALSEY DRUG CO INC/NEW DATE OF NAME CHANGE: 19920703 8-K 1 v011997_8k.htm


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

December 31, 2004
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 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):

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 (17CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))    

 
     

Item 3.02    Unregistered Sales of Equity Securities.

On December 31, 2004, Acura Pharmaceuticals, Inc. (the “Company”) issued 277,715 shares of its Common Stock, $.01 par value per share (the “Common Stock”) to the holders (the “Noteholders”) of a certain Secured Promissory Note (the “Note”) in the principal amount of $5 million dated as of December 20, 2002. The issuance of Common Stock represents an in-kind payment of accrued and unpaid interest on the Note for the quarter ended December 31, 2004.

The Company issued the Common Stock in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated under the Securities Act of 1933. At the time of acquisition of the Note, the Noteholders represented to the Company that each of such Noteholders was an accredited investor as defined in Rule 501(a) of the Securities Act of 1933 and that the Note and any securities issued pursuant thereto were being acquired for investment purposes.


 

 
     
 



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 A. Clemens
 
Peter A. Clemens
  Senior Vice President & Chief Financial Officer

 
Date:    January 31, 2005


 
     
 

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