ACURA PHARMACEUTICALS, INC. |
(Name of Issuer)
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Common Stock |
(Title of Class of Securities)
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00509L802 |
(CUSIP Number)
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John Schutte
c/o Main Pointe Pharmaceuticals, LLC
333 W. Main Street, Suite 200
Louisville, KY 40202
502-423-0351
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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June 28, 2019 |
(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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John Schutte
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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10,695,186
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8
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SHARED VOTING POWER
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See response to Item 5.
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9
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SOLE DISPOSITIVE POWER
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10,695,186
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10
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SHARED DISPOSITIVE POWER
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See response to Item 5.
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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See response to Item 5.
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☒
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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See response to Item 5.
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Abuse Deterrent Pharma, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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47,500,000
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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47,500,000
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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47,500,000
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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69.3%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Exhibit
Number |
Exhibit Description
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99.1
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Form of Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Issuer on July 28, 2017).
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99.2
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Subscription Agreement dated July 24, 2017 between Acura Pharmaceuticals, Inc. and John Schutte (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on July 28, 2017).
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99.3
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Second Amended and Restated Voting Agreement dated as of July 24, 2017 between Acura Pharmaceuticals, Inc., Galen Partners III, LP, Essex Woodlands Health Ventures Fund V, LP and John Schutte (incorporated by
reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on August 1, 2017).
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99.4
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Form of Amended, Consolidated and Restated Convertible Secured Promissory Note by Acura Pharmaceuticals, Inc. in favor of John Schutte dated June 28, 2019.
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99.5
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Form of Common Stock Purchase Warrant dated June 28, 2019.
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99.6
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Form of Assignment of Promissory Note, Warrant and Security Agreement by John Schutte in favor of Abuse Deterrent Pharma, LLC dated June 28, 2019.
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99.7 |
Agreement among Reporting Persons dated July 29, 2019 for the filing of a single Schedule 13D pursuant to Rule 13d-1(K). |
July 29, 2019 |
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/s/ John Schutte |
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John Schutte |
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Dated: | ABUSE DETERRENT PHARMA, LLC |
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July 29, 2019 |
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By:
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/s/ John Schutte
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Name: John Schutte
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Title: Manager
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Exhibit
Number |
Exhibit Description
|
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99.1
|
Form of Warrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Issuer on July 28, 2017).
|
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99.2
|
Subscription Agreement dated July 24, 2017 between Acura Pharmaceuticals, Inc. and John Schutte (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on July 28, 2017).
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99.3
|
Second Amended and Restated Voting Agreement dated as of July 24, 2017 between Acura Pharmaceuticals, Inc., Galen Partners III, LP, Essex Woodlands Health Ventures Fund V, LP and John Schutte (incorporated by
reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on August 1, 2017).
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99.4
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Form of Amended, Consolidated and Restated Convertible Secured Promissory Note by Acura Pharmaceuticals, Inc. in favor of John Schutte dated June 28, 2019.
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99.5
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Form of Common Stock Purchase Warrant dated June 28, 2019.
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99.6
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Form of Assignment of Promissory Note, Warrant and Security Agreement by John Schutte in favor of Abuse Deterrent Pharma, LLC dated June 28, 2019.
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99.7 |
Agreement among Reporting Persons dated July 29, 2019 for the filing of a single Schedule 13D pursuant to Rule 13d-1(K). |
8. |
Representations and Warranties of Noteholder. The Noteholder represents and warrants to the Company as follows:
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Company
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ACURA PHARMACEUTICALS, INC., a New York corporation
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Number of Shares;
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10,000,000
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Type/Series of Stock:
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Common Stock
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Warrant Price:
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$0.01 per share
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Issue Date:
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June 28, 2019
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Expiration Date:
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June 28, 2024
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Name: |
ABUSE DETERRENT PHARMA, LLC
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Address: |
333 East Main Street, Suite 200,
Louisville, Kentucky 40202
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Tax ID: | 84-2197187 |