ACURA PHARMACEUTICALS Enters Material Agreement, Completes Acquisition

TL;DR

ACURA PHARMACEUTICALS just signed a big deal and closed an acquisition/disposition. Big moves happening!

AI Summary

On October 23, 2025, ACURA PHARMACEUTICALS, INC. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This event also created a direct financial obligation for the registrant. The company is incorporated in New York and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant corporate activity for ACURA PHARMACEUTICALS, INC., potentially involving a merger, acquisition, or divestiture that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and completion of acquisitions/dispositions often involve significant financial commitments and strategic shifts, carrying inherent business risks.

Key Players & Entities

• ACURA PHARMACEUTICALS, INC. (company) — Registrant
• October 23, 2025 (date) — Date of earliest event reported
• New York (jurisdiction) — State of incorporation
• 11-0853640 (identifier) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share ACUR OTC Market –
• $100,000 — d October 23, 2025 we received loans of $100,000 from Abuse Deterrent Pharma, LLC ("AD P
• $2,319,279 — de to the Company and combined with the $2,319,279 under the November 10, 2022 Amended Con
• $8,994,279 — ry Note, now has a principal balance of $8,994,279 with accrued interest of approximately
• $865,000 — with accrued interest of approximately $865,000 as of October 23, 2025, and bears inter

Filing Documents

• tm2529376d1_8k.htm (8-K) — 46KB
• tm2529376d1_ex99-1.htm (EX-99.1) — 36KB
• 0001104659-25-101984.txt ( ) — 249KB
• acur-20251023.xsd (EX-101.SCH) — 3KB
• acur-20251023_lab.xml (EX-101.LAB) — 33KB
• acur-20251023_pre.xml (EX-101.PRE) — 22KB
• tm2529376d1_8k_htm.xml (XML) — 3KB

01 - Entry into a Material Definitive

Item 1.01 - Entry into a Material Definitive Agreement. On each of September 12, 2025, October 6, 2025 and October 23, 2025 we received loans of $100,000 from Abuse Deterrent Pharma, LLC ("AD Pharma"). These loans combined with previous loans made to the Company and combined with the $2,319,279 under the November 10, 2022 Amended Consolidated and Restated Secured Promissory Note, now has a principal balance of $8,994,279 with accrued interest of approximately $865,000 as of October 23, 2025, and bears interest at 5.25% ("Note"). The Events of default under the Note include, among other items, bankruptcy events, failure to pay interest and principal when due and such failure continues for 5 days, and if Acura is generally not, or is unable to, or admits in writing its inability to, pay its debts as those debts become due. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, including upon an event of default, such overdue amount shall bear interest at the rate per annum of 7.5% from the date of such non-payment until such amount is paid in full. The funding provided by AD Pharma will be used to meet day-to-day operation activity. There can be no assurance we will be successful in receiving additional financing. In the absence of the receipt of additional financing by early November 2025, we will be required to scale back our operations, including the furlough and lay-off of employees, or to terminate operations and/or seek protection under applicable bankruptcy laws. This could result in a complete loss of shareholder value in the Company. Even assuming we are successful in securing additional sources of financing to fund continued operations, there can be no assurance that the proceeds of such financing will be sufficient to fund operations until such time, if at all, that we generate sufficient revenue from our products and product candidates to sustain a

01 – Completion of Acquisition

Item 2.01 – Completion of Acquisition or Disposition of Assets The contents of all Items 1.01 are incorporated herein by reference.

03 - Creation of a Direct Financial

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The contents of all Items 1.01 are incorporated herein by reference. Acura Forward-Looking Statements Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and these forward-looking of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Forward-looking statements

Forward-looking statements may include, but are not limited to: whether the FDA will agree with or accept the results of our studies for our product candidates; the ability to fulfill the FDA requirements for approving our product candidates for commercial manufacturing and distribution in the United States, including, without limitation, the adequacy of the results of the laboratory and clinical studies completed to date, the results of laboratory and clinical studies we may complete in the future to support FDA approval of our product candidates and the sufficiency of our development process to meet over-the-counter ("OTC") Monograph standards, as applicable; whether we can successfully submit a New Drug Application for LTX-03, request a priority review and whether such filings and requests will be accepted by the FDA; our ability to obtain funding from Abuse Deterrent Pharma, LLC or other parties for our continuing operations, including the development of our products utilizing our LIMITx and Impede technologies; whether we can renegotiate the date by which we are required to obtain FDA acceptance, currently December 31, 2025, for an NDA for LTX-03 by our agreement with Abuse Deterrent Pharma, LLC on which we depend to finance operations; whether we can renegotiate the date by which we are required to pay off the secured promissory note and accrued interest to Abuse Deterrent Pharma, LLC, currently December 31, 2025; 2 whether our licensing partners will develop any additional products and utilize Acura for such development; the expected results of clinical studies relating to LTX-03, a LIMITx hydrocodone bitartrate and acetaminophen combination product, or any successor product candidate, the date by which such studies will be complete and the results will be available and whether LTX-03 will ultimately receive FDA approval; our business could be adversely affected by health epidemics in regions where third parties for which we rely, as in CRO

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits Exhibit Number Description 99.1 Amended Loan Schedule dated October 23, 2025 to the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note with Abuse Deterrent Pharma, LLC 3

SIGNATURES

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/ Robert A. Seiser Robert A. Seiser Senior Vice President & Chief Financial Officer Date: October 23, 2025 4

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View this 8-K filing on SEC EDGAR