þ
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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¨
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TRANSACTION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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New
York
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11-0853640
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(State
or other Jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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616
N. North Court, Suite 120
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Palatine,
Illinois
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60067
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer o
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Accelerated
filer þ
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Non-accelerated
filer o
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Smaller
reporting company o
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Page
No.
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PART
1. FINANCIAL INFORMATION
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Item
1.
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Financial
Statements (Unaudited)
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Consolidated
Balance Sheets
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March
31, 2010 and December 31, 2009
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1
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Consolidated
Statements of Operations
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Three
months ended March 31, 2010 and March 31, 2009
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2
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Consolidated
Statement of Stockholders’ Equity
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Three
months ended March 31, 2010
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3
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Consolidated
Statements of Cash Flows
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Three
months ended March 31, 2010
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4
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Notes
to Consolidated Financial Statements
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5
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Item
2.
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Management's
Discussion and Analysis of Financial Condition and Results of
Operations
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9
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Item
4.
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Controls
and Procedures
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14
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PART
II. OTHER INFORMATION
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Item
1A.
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Risk
Factors Relating to the Company
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14
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Item
6.
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Exhibits
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15
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Signatures
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16
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March 31,
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December 31,
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2010
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2009
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Assets
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||||||||
Current
assets
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||||||||
Cash
and cash equivalents
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$ | 27,357 | $ | 30,174 | ||||
Collaboration
revenue receivable
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1,658 | 357 | ||||||
Prepaid
insurance
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120 | 193 | ||||||
Prepaid
expenses and other current assets
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42 | 33 | ||||||
Total
current assets
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29,177 | 30,757 | ||||||
Property,
plant and equipment, net
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1,139 | 1,160 | ||||||
Total
assets
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$ | 30,316 | $ | 31,917 | ||||
Liabilities
and Stockholders’ Equity
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Current
liabilities
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Deferred
program fee revenue
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$ | 1,166 | $ | 1,555 | ||||
Accrued
expenses
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844 | 452 | ||||||
Total
current liabilities
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2,010 | 2,007 | ||||||
Commitments
and contingencies
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Stockholders’
equity
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Common
stock - $.01 par value; 100,000 shares authorized; 43,728 shares issued
and outstanding at March 31, 2010 and December 31, 2009
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437 | 437 | ||||||
Additional
paid-in capital
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355,125 | 352,694 | ||||||
Accumulated
deficit
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(327,256 | ) | (323,221 | ) | ||||
Total
stockholders’ equity
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28,306 | 29,910 | ||||||
Total
liabilities and stockholders’ equity
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$ | 30,316 | $ | 31,917 |
Three Months
Ended March 31,
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2010
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2009
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Revenues
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Program
fee revenue
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$ | 389 | $ | 1,263 | ||||
Collaboration
revenue
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1,651 | 117 | ||||||
Total
revenue
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2,040 | 1,380 | ||||||
Operating
expenses
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Research
and development expense
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3,047 | 1,129 | ||||||
Marketing,
general and administrative expense
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3,028 | 2,448 | ||||||
Total
operating expenses
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6,075 | 3,577 | ||||||
Loss
from operations
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(4,035 | ) | (2,197 | ) | ||||
Other
income – interest, net
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5 | 69 | ||||||
Loss
before income tax
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(4,030 | ) | (2,128 | ) | ||||
Income
tax expense (benefit)
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5 | (851 | ) | |||||
Net
loss
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$ | (4,035 | ) | $ | (1,277 | ) | ||
Loss
per share - basic and diluted
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$ | (0.09 | ) | $ | (0.03 | ) | ||
Weighted
average shares - basic and diluted
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46,855 | 45,708 |
Common
Stock
$0.01 Par
Value -
Shares
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Common
Stock
$0.01 Par
Value -
Amount
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Additional
Paid-in
Capital
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Accumulated
Deficit
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Total
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Balance
at December 31, 2009
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43,728 | $ | 437 | $ | 352,694 | $ | (323,221 | ) | $ | 29,910 | ||||||||||
Net
loss
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- | - | - | (4,035 | ) | (4,035 | ) | |||||||||||||
Stock
based compensation
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- | - | 2,431 | - | 2,431 | |||||||||||||||
Balance
at March 31, 2010
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43,728 | $ | 437 | $ | 355,125 | $ | (327,256 | ) | $ | 28,306 |
2010
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2009
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Cash
flows from operating activities
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Net
loss
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$ | (4,035 | ) | $ | (1,277 | ) | ||
Adjustments
to reconcile net loss to net cash (used in) provided by operating
activities
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Depreciation
and amortization
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35 | 32 | ||||||
Deferred
income taxes
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- | (832 | ) | |||||
Non-cash
share-based compensation expense
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2,431 | 1,546 | ||||||
Changes
in assets and liabilities
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Collaboration
revenue receivable
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(1,301 | ) | 3,413 | |||||
Prepaid
expenses and other current assets
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64 | 198 | ||||||
Accounts
payable
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- | (382 | ) | |||||
Accrued
expenses
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392 | 168 | ||||||
Deferred
program fee revenue
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(389 | ) | (1,263 | ) | ||||
Net
cash (used in) provided by operating activities
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(2,803 | ) | 1,603 | |||||
Cash
flows from investing activities
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Investment
maturities
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- | 5,039 | ||||||
Capital
expenditures
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(14 | ) | (27 | ) | ||||
Net
cash (used in) provide by investing activities
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(14 | ) | 5,012 | |||||
(Decrease)
increase in cash and cash equivalents
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(2,817 | ) | 6,615 | |||||
Cash
and cash equivalents at beginning of period
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30,174 | 30,398 | ||||||
Cash
and cash equivalents at end of period
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$ | 27,357 | $ | 37,013 | ||||
Cash
paid for income taxes
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$ | 1 | $ | 74 |
1.
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Warrants
to purchase 38,000 shares of common stock were exercised at exercise price
of $3.40 per share in a series of cashless exercise transactions resulting
in the issuance of 17,000 shares of common
stock.
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Mar 31,
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Dec 31,
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(in
thousands)
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2010
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2009
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Payroll,
payroll taxes, bonus and benefits
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$ | 261 | $ | 89 | ||||
Professional
services
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128 | 160 | ||||||
State
franchise taxes
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25 | 21 | ||||||
Property
taxes
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22 | 19 | ||||||
Clinical
and regulatory services
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279 | 75 | ||||||
Marketing
studies
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32 | - | ||||||
Other
fees and services
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97 | 88 | ||||||
$ | 844 | $ | 452 |
2010
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2009
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Dividend
yield
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0.0 | % | 0.0 | % | ||||
Average
risk-free interest rate
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3.85 | % | 2.77 | % | ||||
Average
volatility
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122 | % | 124 | % | ||||
Expected
forfeitures
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0.0 | % | 0.0 | % | ||||
Expected
holding period
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10
years
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10
years
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Weighted
average grant date fair value
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$ | 5.23 | $ | 6.28 |
Three
months ended
March
31,
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(in
thousands, except per share data)
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2010
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2009
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Basic
and diluted loss per share
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Numerator:
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Net
loss
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$ | (4,035 | ) | $ | (1,277 | ) | ||
Denominator:
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Common
shares (weighted)
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43,729 | 42,736 | ||||||
Vested
restricted stock units (weighted)
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3,126 | 2,972 | ||||||
Weighted
average number of shares outstanding
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46,855 | 45,708 | ||||||
Basic
and diluted loss per common share
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$ | (0.09 | ) | $ | (0.03 | ) | ||
Excluded
potentially dilutive securities:
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Common
stock issuable (1):
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Stock
options
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3,734 | 3,138 | ||||||
Common
stock warrants
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2,380 | 3,870 | ||||||
Nonvested
restricted stock units
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165 | 46 | ||||||
Total
excluded dilutive shares
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6,279 | 7,054 | ||||||
(1)
The number of shares is based on maximum number of shares issuable on
exercise or conversion of the related securities as of year end. Such
amounts have not been adjusted for the treasury stock method or weighted
average outstanding calculations as required if the securities were
dilutive.
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·
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intravenous
injection of dissolved tablets or
capsules;
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·
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nasal
snorting of crushed tablets or capsules;
and
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·
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intentional
swallowing of excess quantities of tablets or
capsules.
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March
31,
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Change
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($ in thousands):
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2010
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2009
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Dollars
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%
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Revenues
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Program
fee revenue
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$ | 389 | $ | 1,263 | $ | (874 | ) | (69 | )% | |||||||
Collaboration
revenue
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1,651 | 117 | 1,534 | 1311 | ||||||||||||
Total
revenue
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2,040 | 1,380 | 660 | 48 | ||||||||||||
Operating
expenses
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Research
and development expense
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3,047 | 1,129 | 1,918 | 170 | ||||||||||||
Marketing,
general and administrative expense
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3,028 | 2,448 | 580 | 24 | ||||||||||||
Total
operating expenses
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6,075 | 3,577 | 2,498 | 70 | ||||||||||||
Loss
from operations
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(4,035 | ) | (2,197 | ) | 1,838 | 84 | ||||||||||
Other
income – interest, net
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5 | 69 | (64 | ) | (93 | ) | ||||||||||
Loss
before income tax
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(4,030 | ) | (2,128 | ) | 1,902 | 89 | ||||||||||
Income
tax expense (benefit)
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5 | (851 | ) | (856 | ) | (101 | ) | |||||||||
Net
loss
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$ | (4,035 | ) | $ | (1,277 | ) | $ | 2,758 | 216 | % |
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·
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litigation
or other proceedings we may initiate against third parties to enforce our
patent rights or other intellectual property
rights;
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·
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litigation
or other proceedings we may initiate against third parties seeking to
invalidate the patents held by such third parties or to obtain a judgment
that our products do not infringe such third parties’
patents;
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·
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litigation
or other proceedings third parties may initiate against us to seek to
invalidate our patents or to obtain a judgment that third party products
do not infringe our patents;
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·
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if
our competitors file patent applications that claim technology also
claimed by us, we may be forced to participate in interference or
opposition proceedings to determine the priority of invention and whether
we are entitled to patent rights on such invention;
and
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·
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if
third parties initiate litigation claiming that our products infringe
their patent or other intellectual property rights, we will need to defend
against such proceedings.
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31.1
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Certification
of Periodic Report by Chief Executive Officer pursuant to Rule 13a-14 and
15d-14 of the Securities Exchange Act of
1934.
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31.2
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Certification
of Periodic Report by Chief Financial Officer pursuant to Rule 13a-14 and
15d-14 of the Securities Exchange Act of
1934.
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32.1
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Certification
of Periodic Report by the Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
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April
21, 2010
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ACURA
PHARMACEUTICALS, INC.
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/s/
Andrew D. Reddick
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Andrew
D. Reddick
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President
& Chief Executive Officer
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/s/
Peter A. Clemens
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Peter
A. Clemens
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Senior
VP & Chief Financial
Officer
|