Debt-laden Acura Pharmaceuticals (ACUR) flags May 2026 financing and bankruptcy risk

Rhea-AI Filing Summary

Acura Pharmaceuticals, Inc. reports receiving four additional $100,000 loans from Abuse Deterrent Pharma, LLC between March 30 and May 5, 2026. These loans, together with earlier borrowings under the November 10, 2022 Amended Consolidated and Restated Secured Promissory Note, bring the principal balance to $10,294,279, with approximately $1,090,000 of accrued interest as of May 5, 2026. The note bears interest at 5.25%, with overdue amounts accruing at 7.5%, and includes events of default such as bankruptcy and failure to pay amounts due.

The funding from AD Pharma is being used for day-to-day operations. Acura states that without additional financing by the end of May 2026, it may need to scale back operations, furlough or lay off employees, or terminate operations and possibly seek bankruptcy protection, which could result in a complete loss of shareholder value. AD Pharma owned approximately 65% of Acura’s outstanding common stock as of April 30, 2026, and holds a warrant for 10.0 million additional shares, while Mr. Schutte directly owned about 13% of the outstanding common stock.

Positive

• None.

Negative

• Explicit near-term financing risk and bankruptcy warning: Acura states that without additional financing by the end of May 2026, it may need to scale back or terminate operations, seek bankruptcy protection, and shareholders could face a complete loss of value.
• High secured debt balance owed to controlling shareholder: Principal under the secured promissory note has risen to $10,294,279 with about $1,090,000 accrued interest, all owed to AD Pharma, which also controls roughly 65% of the common stock.

Insights

Distressed credit and capital structure analyst

Acura is relying on majority owner loans and warns of potential bankruptcy without near-term financing.

Acura has expanded its borrowing from Abuse Deterrent Pharma, LLC to a principal balance of $10,294,279 under a secured promissory note accruing interest at 5.25%, rising to 7.5% on overdue amounts. The note includes default triggers such as bankruptcy and failure to pay principal or interest.

The company explicitly states that without additional financing by the end of May 2026, it may scale back or terminate operations and potentially seek bankruptcy protection, which could lead to a complete loss of shareholder value. AD Pharma’s approximate 65% equity stake and warrant for 10.0 million shares mean the primary lender is also the controlling shareholder, concentrating both credit and ownership risk.

8-K Event Classification

4 items: 1.01, 2.01, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Secured note principal: $10,294,279 Accrued interest: approximately $1,090,000 Base interest rate: 5.25% per annum +5 more

8 metrics

Secured note principal $10,294,279 Principal balance under November 10, 2022 Amended Consolidated and Restated Secured Promissory Note as of May 5, 2026

Accrued interest approximately $1,090,000 Accrued interest on the secured promissory note as of May 5, 2026

Base interest rate 5.25% per annum Stated interest rate on the secured promissory note

Default interest rate 7.5% per annum Interest rate on overdue amounts from date of non-payment until paid in full

Recent loan tranches $100,000 each Loans received on March 30, April 3, April 20, and May 5, 2026 from AD Pharma

AD Pharma equity stake approximately 65% Percentage of outstanding common stock owned directly as of April 30, 2026

Schutte direct stake approximately 13% Percentage of outstanding common stock directly owned by Mr. Schutte as of April 30, 2026

AD Pharma warrant size 10.0 million shares Warrant held by AD Pharma to purchase common stock of the company

Key Terms

Material Definitive Agreement, Secured Promissory Note, Events of default, forward-looking statements, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 - Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Secured Promissory Note financial

"Amended, Consolidated and Restated Secured Promissory Note, now has a principal balance"

A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.

Events of default financial

"The Events of default under the Note include, among other items, bankruptcy events"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

forward-looking statements regulatory

"Statements in this constitute forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging Growth Company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth Company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Private Securities Litigation Reform Act of 1995 regulatory

"constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Understanding 8-K Material Events →

false 0000786947 0000786947 2026-05-05 2026-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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

Date of Report (Date of earliest event reported): May 5, 2026

ACURA PHARMACEUTICALS, INC.

(Exact Name of Registrant as specified in its Charter)

New York	1-10113	11-0853640
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	ACUR	OTC Market – OTC Expert Market

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 - Entry into a Material Definitive Agreement.

On each of March 30, 2026, April 3, 2026, April 20, 2026 and May 5, 2026, 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 $10,294,279 with accrued interest of approximately $1,090,000 as of May 5, 2026, 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 end of May 2026, 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 grow our operation.

The inclusion of a description of the Note 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 April 30, 2026, 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 to purchase 10.0 million shares of common stock of the Company. AD Pharma is an entity controlled by Mr. Schutte, of which Mr. Schutte is the managing partner and investor. At April 30, 2026, Mr. Schutte directly owns approximately 13% of the outstanding common stock of the Company.

Item 2.01 – Completion of Acquisition or Disposition of Assets

The contents of all Items 1.01 are incorporated herein by reference.

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

Statements in this Current Report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and these forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E 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 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;

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 CROs or CMOs, have concentrations of clinical trial sites or other business operations, and could cause significant disruption in the operations of third-party manufacturers and CROs upon whom we rely;

· whether LIMITx will retard the release of opioid active ingredients as dose levels increase;

· whether the extent to which products formulated with the LIMITx Technology reduce respiratory depression will be determined sufficient by the FDA to support approval or labelling describing safety features;

· our and our licensee’s ability to successfully launch and commercialize our products and technologies;

· the results and timing of our development of our LIMITx Technology, including, but not limited to, the submission of a NDA and/or FDA filing acceptance;

· our or our licensees’ ability to obtain necessary regulatory approvals and commercialize products utilizing our technologies;

· the market acceptance of, timing of commercial launch and competitive environment for any of our products;

· expectations regarding potential market share for our products;

· our ability to develop and enter into additional license agreements for our product candidates using our technologies;

· our exposure to product liability and other lawsuits in connection with the commercialization of our products;

· the increasing cost of insurance and the availability of product liability insurance coverage;

· the ability to avoid infringement of patents, trademarks and other proprietary rights of third parties;

· the ability of our patents to protect our products from generic competition and our ability to protect and enforce our patent rights in any paragraph IV patent infringement litigation;

· the adequacy of the development program for our product candidates, including whether additional clinical studies will be required to support FDA approval of our product candidates;

· changes in regulatory requirements;

· adverse safety findings relating to our commercialized products or product candidates in development;

· whether the FDA will agree with our analysis of our clinical and laboratory studies;

· whether or when we are able to obtain FDA approval of labeling for our product candidates for the proposed indications and whether we will be able to promote the features of our technologies; and

· whether our product candidates will ultimately perform as intended in commercial settings.

In some cases, you can identify forward-looking statements by terms such as “aim”, "anticipate", "believe", "could", "design", "estimate", "expect", "forecast", "goal", "guidance", "imply", “indicate”, "intend", "may", "objective", "opportunity", "outlook", "plan", "position", "potential", "predict", "project", "prospective", "pursue", "seek", "should", "strategy", "target", "would", "will", and other words of similar meaning, expressions, derivations of such words and the use of future dates intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail in Acura’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission ("SEC") and in other filings Acura makes with the SEC from time to time. Investors and potential investors are urged not to place undue reliance on forward-looking statements in this communication, which speak only as of this date of the Current Report and are based on the Company’s current beliefs, assumptions, and expectations. While Acura may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to update or revise any forward-looking statements contained in this Current Report whether as a result of new information or future events, except as may be required by applicable law.

Item 9.01 - Financial Statements and Exhibits

Exhibit Number	Description
99.1	Amended Loan Schedule dated May 5, 2026 to the November 10, 2022 Amended, Consolidated and Restated Secured Promissory Note with Abuse Deterrent Pharma, LLC
104	Cover Page Interactive Data File (embedded within Inline XBRL document)

3

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:  May 7, 2026

4

Exhibit 99.1

Amended Loan Schedule to Secured Promissory Note dated November 10, 2022

between Acura Pharmaceuticals, Inc. and Abuse Deterrent Pharma, LLC

		Date				Principal				Aggregated Principal
Original Secured Promissory Note			11/10/2022			$	2,319,279			$	2,319,279
Additional Loans to be included:
Loans #1 dated 12/22/2022 through Loans #50 dated 12/31/2025						$	7,075,000			$	9,394,279
Loan #51			1/02/2026			$	100,000			$	9,494,279
Loan #52			1/16/2026			$	100,000			$	9,594,279
Loan #53			2/06/2026			$	100,000			$	9,694,279
Loan #54			2/13/2026			$	100,000			$	9,794,279
Loan #55			3/09/2026			$	100,000			$	9,894,279
Loan #56			3/30/2026			$	100,000			$	9,994,279
Loan #57			4/03/2026			$	100,000			$	10,094,279
Loan #58			4/20/2026			$	100,000			$	10,194,279
Loan #59			5/05/2026			$	100,000			$	10,294,279

ACURA PHARMACEUTICALS, INC.

By:	/s/ Robert A. Seiser
Robert A. Seiser
Senior Vice President & CFO
Date: May 5, 2026

FAQ

What new financing did Acura Pharmaceuticals (ACUR) obtain from AD Pharma?

Acura Pharmaceuticals received four additional loans of $100,000 each from Abuse Deterrent Pharma, LLC between March 30 and May 5, 2026. Combined with earlier borrowings under the November 10, 2022 note, this raised the principal balance to $10,294,279 as of May 5, 2026.

What is the interest rate on Acura Pharmaceuticals’ secured promissory note?

The Amended, Consolidated and Restated Secured Promissory Note bears interest at 5.25% per year. If any amount is overdue after applicable grace periods, that overdue amount accrues interest at 7.5% per year from the date of non-payment until it is fully paid.

How financially dependent is Acura Pharmaceuticals (ACUR) on AD Pharma?

Acura’s secured promissory note with AD Pharma has a principal balance of $10,294,279 and about $1,090,000 of accrued interest. AD Pharma also owned roughly 65% of outstanding common stock as of April 30, 2026 and holds a warrant for 10.0 million additional shares.

What going concern risks does Acura Pharmaceuticals highlight in this 8-K?

Acura warns that without additional financing by the end of May 2026, it may need to scale back operations, furlough or lay off employees, or terminate operations and seek bankruptcy protection. The company notes this scenario could result in a complete loss of shareholder value.

What are key events of default under Acura Pharmaceuticals’ note with AD Pharma?

Events of default include bankruptcy-related events, failure to pay interest or principal when due that continues for five days, and situations where Acura is generally not, or is unable to, or admits it cannot pay its debts as they become due, triggering higher default interest and remedies.

What ownership stakes do AD Pharma and Mr. Schutte hold in Acura Pharmaceuticals?

As of April 30, 2026, AD Pharma directly owned about 65% of Acura’s outstanding common stock and holds a warrant to purchase 10.0 million additional shares. Mr. Schutte, who controls AD Pharma, directly owned approximately 13% of the outstanding common stock.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 19.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB