Current Report Filing (8-k)
August 16 2016 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
August 16, 2016
Date of Report (Date of earliest event reported)
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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
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(Commission File Number)
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(I.R.S. Employer
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of Incorporation)
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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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR240.14d- 2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e- 4(c))
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Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 16, 2016,
Acura Pharmaceuticals, Inc. (“Acura” or the “Company”) received a letter from the Listing Qualifications
Staff (the “Staff”) of The NASDAQ Stock Market notifying Acura that it no longer complies with NASDAQ Listing Rule
5550(b)(1) due to the Company’s failure to maintain a minimum of $2,500,000 in stockholders’ equity
(or meet the alternatives of market value of listed securities of $35 million or net income from continuing operations). The Company
reported stockholders’ equity of $1,637,000 in its Form 10-Q for the three month period ended June 30, 2016. The current
market value of the Company’s listed securities is approximately $20.5 million (which is below the $35 million NASDAQ threshold)
and the Company does not meet the net income from continuing operations test.
The Company’s
common stock remains listed on NASDAQ under the symbol ACUR. Under NASDAQ Listing Rule 5810(c)(2), the Company has 45 days, or
until September 30, 2016, to submit a plan to regain compliance. If NASDAQ accepts the plan, NASDAQ may grant an extension of up
to 180 calendar days from the date of the letter, or February 10, 2017, for Acura to provide evidence of compliance. If NASDAQ
does not accept the Company’s plan, NASDAQ will notify the Company that its common stock is subject to delisting. The Company
will have the opportunity to appeal that decision to a NASDAQ hearings panel.
The Company intends
to submit a compliance plan to NASDAQ on or before the September 30, 2016 deadline. The compliance plan will likely contain plans
to raise additional capital through an equity offering or a strategic partnership. There can be no assurance that NASDAQ will accept
the compliance plan or, if accepted, that the Company will be able to regain compliance with the stockholders’ equity requirement
or meet the alternatives of market value of listed securities or net income from continuing operations, or otherwise maintain compliance
with the other listing requirements.
At August 5, 2016,
Acura’s unrestricted cash (after deduction of the Company’s term loan compensating balance requirement of $2.5 million),
cash equivalents and marketable securities was approximately $3.4 million, and the Company’s outstanding term loan balance
was $6.6 million.
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:
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/s/ Peter
A. Clemens
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Peter A. Clemens
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Senior Vice President & Chief Financial Officer
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Date: August 16, 2016
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