ACURA PHARMACEUTICALS: Material Agreement & Acquisition Completed

TL;DR

ACURA PHARMACEUTICALS just signed a big deal and bought something. New obligations incurred.

AI Summary

On December 23, 2025, ACURA PHARMACEUTICALS, INC. entered into a material definitive agreement and completed an acquisition. The company also incurred a direct financial obligation. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity for ACURA PHARMACEUTICALS, including a new agreement and an acquisition, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, an acquisition, and the creation of a financial obligation, all of which carry inherent business and financial risks.

Key Numbers

• 20251223 — Report Date (The earliest event reported occurred on this date.)
• 20251229 — Filing Date (The filing was made on this date.)

Key Players & Entities

• ACURA PHARMACEUTICALS, INC. (company) — Registrant
• December 23, 2025 (date) — Date of earliest event reported
• New York (jurisdiction) — State of incorporation
• 1-10113 (identifier) — Commission File Number
• 11-0853640 (identifier) — I.R.S. Employer Identification Number
• 616 N. North Court, Suite 120, Palatine, IL 60067 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.01 — nge on Which Registered Common Stock, $0.01 par value per share ACUR OTC Market –
• $100,000 — 2025 and December 12, 2025, we received $100,000 loans from Abuse Deterrent Pharma, LLC
• $2,319,279 — de to the Company and combined with the $2,319,279 under the November 10, 2022 Amended Con
• $9,294,279 — ry Note, now has a principal balance of $9,294,279 with accrued interest of approximately
• $940,000 — with accrued interest of approximately $940,000 as of December 22, 2025 and bears inter
• $6.0 million — promissory notes into a single note for $6.0 million bearing interest at 7.5% ("$6.0 Million
• $6.0 Million — $6.0 million bearing interest at 7.5% ("$6.0 Million Note"). At that time, we also granted t
• $0.16 — Million Note into Acura common stock at $0.16 per share, issued to him a warrant to p
• $877 thousand — the $6.0 Million Note and approximately $877 thousand of accrued but unpaid interest on the $

Filing Documents

• tm2534375d1_8k.htm (8-K) — 56KB
• tm2534375d1_ex99-1.htm (EX-99.1) — 23KB
• tm2534375d1_ex99-2.htm (EX-99.2) — 16KB
• tm2534375d1_ex99-3.htm (EX-99.3) — 8KB
• tm2534375d1_ex99-4.htm (EX-99.4) — 8KB
• 0001104659-25-124500.txt ( ) — 288KB
• acur-20251223.xsd (EX-101.SCH) — 3KB
• acur-20251223_lab.xml (EX-101.LAB) — 33KB
• acur-20251223_pre.xml (EX-101.PRE) — 22KB
• tm2534375d1_8k_htm.xml (XML) — 3KB

01 - Entry into a Material Definitive

Item 1.01 - Entry into a Material Definitive Agreement. On each of November 12, 2025, November 21, 2025 and December 12, 2025, we received $100,000 loans 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 $9,294,279 with accrued interest of approximately $940,000 as of December 22, 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 was 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 end of December 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 and

01 - Entry into a Material Definitive

Item 1.01 - Entry into a Material Definitive Agreement. On December 23, 2025, Acura Pharmaceuticals, Inc. ("we" "Acura" or the "Company"), received the executed agreement to further amend the June 28, 2019 License, Development and Commercialization Agreement ("Amended Agreement") with AD Pharma, for the development of LTX-03 (hydrocodone bitartrate with acetaminophen) immediate-release tablets utilizing Acura's patented LIMITx technology which addresses the consequences of excess oral administration of opioid tablets, the most prevalent route of opioid overdose and abuse. This amendment #13 has an effective date of December 22, 2025 and extends the FDA's acceptance date of a New Drug Application ("NDA") for LTX-03 from December 31, 2025 to June 30, 2026 ("NDA Acceptance Date") ("Amended Agreement"). AD Pharma may terminate the Amended Agreement at any time. Additionally, if the NDA for LTX-03 is not accepted by the FDA by the NDA Acceptance Date, AD Pharma may terminate the Amended Agreement and take ownership of the intellectual property rights of LTX-03 from the Company. Should AD Pharma choose not to exercise this option to terminate the Amended Agreement and the NDA for LTX-03 is subsequently accepted by the FDA, such option to terminate the Amended Agreement expires. The inclusion of a description of the Amended Agreement with AD Pharma under Item 1.01 of this Current Report on Form 8-K shall not be deemed an acknowledgment that the Amended Agreement is a material agreement not made, or deemed not to be made, in the ordinary course of our business.

01 - Entry into a Material Definitive

Item 1.01 - Entry into a Material Definitive Agreement. On December 23, 2025, we received the executed agreement to further amend the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note (the "Amended Note") with AD Pharma. This amendment #7 has an effective date of December 22, 2025 and changes the maturity date of the Amended Note from December 31, 2025 to June 30, 2026, at which time all principal and interest is due. The inclusion of a description of the Amended Note under Item 1.01 of this Current Report on Form 8-K shall not be deemed an acknowledgement that the Amended Note is a material agreement not made, or deemed not to be made, in the ordinary course of our business.

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. We previously announced on June 28, 2019, we entered into a promissory note with John Schutte that consolidated existing promissory notes into a single note for $6.0 million bearing interest at 7.5% ("$6.0 Million Note"). At that time, we also granted to Mr. Schutte conversion rights of the $6.0 Million Note into Acura common stock at $0.16 per share, issued to him a warrant to purchase 10.0 million shares of the Company's common stock at a price of $0.01 per share having an expiration date of June 28, 2024 ("Warrant") and granted a security interest in all our assets ("Security Agreement"). With our consent, effective on June 28, 2019, Mr. Schutte assigned and transferred to AD Pharma all of his right, title and interest in this $6.0 Million Loan, Security Agreement and Warrant. We previously announced on June 9, 2021, we received notice of conversion from AD Pharma for the $6.0 Million Note and approximately $877 thousand of accrued but unpaid interest on the $6.0 Million Note. The principal and interest on the $6.0 Million Note were converted into 42,984,375 shares of the Company's common stock. 2 Effective December 22, 2025, in consideration of further amending the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note (the "Note") with AD Pharma which changed the maturity date of the Note from December 31, 2025 to June 30, 2026, we amended the Warrant to change the expiration date of the Warrant from December 31, 2025 to June 30, 2026. The inclusion of a description of the Warrant under Item 1.01 of this Current Report on Form 8-K shall not be deemed an acknowledgement that the Note is a material agreement not made, or deemed not to be made, in the ordinary course of our business. At December 22, 2025, AD Pharma directly owns approximately 65% of the outstanding common stock of the Company. The ownership percentage of the Company held by AD Pharma does not include their warrant

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 June 30 2026, 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 June 30, 2026; 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 CROs or CMOs, ha

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits Exhibit Number Description 99.1 Amended Loan Schedule dated December 12, 2025 to the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note with Abuse Deterrent Pharma, LLC 99.2 Amendment #13 dated December 22, 2025 to the License, Development and Commercialization Agreement with Abuse Deterrent Pharma, LLC 99.3 Amendment #7 dated December 22, 2025 to the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note with Abuse Deterrent Pharma, LLC 99.4 Amendment #5 dated December 22, 2025 to the June 28, 2019 Common Stock Purchase Warrant with Abuse Deterrent Pharma, LLC 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 4

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: December 26, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR