CONTACT:
Acura Pharmaceuticals, Inc.
Peter A. Clemens, SVP Investor Relations & CFO
(847-705-7709)
FOR IMMEDIATE RELEASE

ACURA PHARMACEUTICALS
ANNOUNCES REVERSE STOCK SPLIT AND EXPECTED PAYOFF OF $5 MILLION SECURED
NOTE
Palatine, IL, October 31, 2007:
Acura
Pharmaceuticals, Inc. (OTC.BB-ACUR) (the "Company") today
announced it will effect a 1 for 10 reverse stock split of the Company’s
common stock. The reverse stock split is expected to take effect on or
about December 5, 2007, subject to compliance with OTC Bulletin Board
requirements. In addition, as more fully described below, the Company
expects to payoff its $5 million Secured Term Note. After paying off the
Secured Term Note, the Company will have no term debt remaining on its
balance sheet.
Reverse Stock Split
The Company’s primary objective of the
reverse stock split is to attempt to raise the per share trading price
of its common stock in an effort to obtain a listing on the American
Stock Exchange or the Nasdaq Capital Market. To obtain a listing, the
American Stock Exchange requires, among other things, that the Company’s
common stock have a minimum bid price of $3.00 per share, and the Nasdaq
Capital Market requires, among other things, that the Company’s common
stock maintain a minimum bid price of $4.00 per share. On October 26,
2007 the closing price for the Company's common stock, as reported by
the Over-the-Counter Bulletin Board (the "OTCBB"), was $1.93. While the
Company intends that the reverse split will increase the bid price per
share of its common stock above the $3.00 or $4.00 per share minimum
price, as the case may be, there can be no assurance that the reverse
split will have that effect, initially or in the future, or that it will
enable the Company to achieve the listing of its common stock on the
American Stock Exchange or the Nasdaq Capital Market. Moreover, there
also can be no assurance that the price per share of the Company’s
common stock immediately after the reverse split will increase
proportionately with the reverse split, or that any increase will be
sustained for any period of time.
If at the effective time of the reverse
stock split the total number of shares that a shareholder holds is not
evenly divisible by ten, the shareholder will not receive a fractional
share, but instead will receive cash in an amount equal to the fraction
of a share that the shareholder otherwise would have been entitled to
receive, multiplied by the average of the high bid and low asked prices
of one share of the Company’s common stock, as reported by the OTC
Bulletin Board, for the ten business days immediately preceding the
effective date of the reverse stock split for which transactions in the
common stock are reported.
Process for Reverse Stock Split
Following the effective date of the reverse
split, the Company will provide to each shareholder a transmittal letter
from the exchange agent designated by the Company (the “Exchange Agent”)
for use in transmitting the existing stock certificates representing
shares of the Company’s common stock to the Exchange Agent. The letter
of transmittal will contain instructions for the surrender of such stock
certificates to the Exchange Agent in exchange for new certificates
representing the appropriate number of whole shares of new common stock
giving effect to the reverse stock split. The Exchange Agent will also
facilitate the payment to shareholders for fractional share interests
following the effective date of the reverse split.
Shareholders should not destroy any stock
certificates and should not submit any certificates until requested to
do so.
Payoff of Secured Term Note
The Company is a party to a Secured Loan
Agreement dated March 29, 2000, as amended (the “Loan Agreement”) with
Essex Woodlands Health Venture V, L.P., Care Capital Investments II, LP,
Care Capital Offshore Investments II, LP, Galen Partners, III, L.P.,
Galen Partners International III, L.P., Galen Employee Fund III, L.P.
and certain individual lenders, having a principal balance of $5 million
plus accrued and unpaid interest. The Loan Agreement provides that the
principal amount and interest owing under the Loan Agreement must be
pre-paid by the Company, within ten days of receipt of proceeds in
excess of $5 million received by the Company from a third party
pharmaceutical company pursuant to which the Company, grants such
pharmaceutical company rights to any of the Company’s products or
product candidates or rights to the Company’s Aversion® Technology. On
October 30, 2007, the Company and King Pharmaceuticals Research and
Development, Inc. (“King”), a subsidiary of King Pharmaceuticals, Inc.,
entered into such an agreement (the "King/Acura Agreement") which was
announced earlier today. Accordingly, simultaneous with the expected
close of the King/Acura Agreement, the Company will prepay the $5
million principal amount plus unpaid interest as provided in the Loan
Agreement.
About Acura Pharmaceuticals, Inc.
Acura Pharmaceuticals, Inc. is a specialty
pharmaceutical company engaged in research, development and manufacture
of innovative Aversion® (abuse deterrent) Technology and related product
candidates.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. These statements
are based on current expectations of future events. If underlying
assumptions prove inaccurate or unknown risks or uncertainties
materialize, actual results could vary materially from the Company’s
expectations and projections. The most significant of such risks and
uncertainties include, but are not limited to, the Company’s ability to
secure additional financing to fund operations, the Company’s ability to
enter into contractual arrangements with qualified pharmaceutical
partners to license, develop and commercialize the Company’s technology
and product candidates, the Company’s ability to avoid infringement of
patents, trademarks and other proprietary rights or trade secrets of
third parties, and the Company’s ability to fulfill the FDA’s
requirements for approving the Company’s product candidates for
commercial distribution in the United States, including, without
limitation, the adequacy of the results of the clinical studies
completed to date and the results of other clinical studies, to support
FDA approval of the Company’s product candidates, the adequacy of the
development program for the Company’s product candidates, changes in
regulatory requirements, adverse safety findings relating to the
Company’s product candidates, the risk that the FDA may not agree with
the Company’s analysis of its clinical studies and may evaluate the
results of these studies by different methods or conclude that the
results of the studies are not statistically significant, clinically
meaningful or that there were human errors in the conduct of the studies
or otherwise, the risk that further studies of the Company’s product
candidates are not positive, and the uncertainties inherent in
scientific research, drug development, clinical trials and the
regulatory approval process. You are encouraged to review other
important risk factors relating to the Company on our web site at
www.acurapharm.com under the link, “Company Risk Factors” and detailed
in Company filings with the Securities and Exchange Commission. The
Company is at development stage and may never have any products or
technologies that generate revenue. Acura Pharmaceuticals, Inc. assumes
no obligation to update any forward-looking statements as a result of
new information or future events or developments.
All Acura
Pharmaceuticals, Inc. press releases may be reviewed at
www.acurapharm.com.

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