(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
o
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 00509L802
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13D
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Page
2
of 7
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
John Schutte
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
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7
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SOLE VOTING POWER
10,695,186
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BENEFICIALLY
OWNED BY
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8
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SHARED VOTING POWER
0
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EACH
REPORTING
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9
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SOLE DISPOSITIVE POWER
10,695,186
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PERSON
WITH
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,695,186
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.5%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 00509L802
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13D
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Page
3
of 7
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Item
1. Security and Issuer
This Schedule 13D relates
to the common stock (the "common stock") of Acura Pharmaceuticals, Inc. (the "issuer" or the “Company”).
The principal executive offices of the issuer are located at 616 N. North Court, Palatine, IL 60067.
Item 2. Identity
and Background.
(a) This Schedule
13D is being filed on behalf of John Schutte.
(b) John Schutte’s
business address is c/o Mainpointe Pharmaceuticals, LLC, 333 E. Main Street, Louisville, KY 40202.
(c) John Schutte’s
principal occupation is chief executive officer of Mainpointe Pharmaceuticals, LLC whose principal business is the development,
licensing and sale of pharmaceuticals and whose address is 333 E. Main Street, Louisville, KY 40202.
(d) During the last five (5)
years John Schutte has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last
five years John Schutte has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in him being subject to a judgment decree or final order in joining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any violations with respect to such laws.
(e) John Schutte is a citizen
of the United States.
Item 3. Source
and Amount of Funds or Other Consideration.
All of the $4 million
of funds used to purchase securities reported by John Schutte herein were from his personal funds.
Item 4. Purpose of Transaction.
Mr. Schutte is owner
of Mainpointe Pharmaceuticals, LLC, which acquired two products from the Issuer in March 2017 and has options on several other
products.
The purpose of the
transaction was to provide funding to the Company so that it could continue to develop its LimitX™ technology and enhance
its Impede® technology of which MainPointe Pharmaceuticals, LLC is a licensee.
In connection with
the purchase of securities, Mr. Schutte entered into a voting agreement pursuant to which he is entitled to designate a director
to the Board of Directors and to committees thereof and pursuant to which he is required to vote for the designees of two other
entities and the Chief Executive Officer as directors.
Mr. Schutte seeks to
enhance the value of the Company. However, he has not formulated definitive plans.
Mr, Schutte may purchase
additional shares of the Issuer in the immediate future; however, he presently has no intention to substantially increase his ownership
in the Issuer.
In addition, under
appropriate circumstances Mr. Schutte may support a sale of the Company or a merger with another entity.
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CUSIP No. 00509L802
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13D
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Page
4
of 7
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Except as described
above, Mr. Schutte does not have any plans or proposals which relate to or would result in:
(1) the
acquisition by any person of additional securities of the Company or the disposition of additional securities of the Company;
(2) an
extraordinary corporate transaction such as a merger, reorganization or liquidation of the Company, involving the Company or any
of its subsidiaries;
(3) the
sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
(4) any
change in the present board of directors or management of the Company;
(5) any
material change in the Company’s present capitalization or dividend policy;
(6) any
other material change in the Company’s business or corporate structure;
(7) changes
in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
(8) causing
a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(9) a
class of securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(10) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)
John
Schutte beneficially owns 10,695,186 shares of common stock of the Issuer which represents a 47.5% beneficial interest in
the Issuer. Such securities consist of 8,912,655 shares of common stock and warrants to purchase 1,782,531 shares of common
stock. These calculations are based on 20,745,994 shares of common stock the Issuer outstanding as reported by the Issuer in
its Current Report on Form 8-K filed July 28, 2017.
(b)
Mr. Schutte holds sole power to vote or to direct the vote and sole power to dispose or to direct the dispositions of all
10,695,186 shares, or 47.5% of the issuer’s. He does not share power to vote or direct the vote or to dispose or direct the
disposition of such shares with any other person.
(c)
Transactions during the last 60 days.
On July 24, 2017 Mr.
Schutte entered into an agreement to acquire and acquired units comprised of 8,912,655 shares of common stock and warrants to purchase
1,782,531 shares of common stock of the Issuer exercisable at an exercise price of $0.528 per share and expiring on July 23, 2022.
The acquisition price was $4 million. The transaction was effected directly between Mr. Schutte and the Issuer without the participation
of any broker.
(d)-(e) not applicable.
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CUSIP No. 00509L802
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13D
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Page
5
of 7
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Mr. Schutte purchased
the common stock and warrants described in Item 5 pursuant to a subscription agreement incorporated herein as exhibit 99.2. The
form of warrant is incorporated herein as Exhibit 99.1.
Mr. Schutte also
entered into a Second Amended and Restated Voting Agreement dated as of July 24, 2017 with the Issuer, Galen Partners III, LP
(“Galen”) and Essex Woodlands Health Ventures Fund V, LP (“Essex”), incorporated herein as Exhibit
99.3. The Second Amended and Restated Voting Agreement provides that the Issuer’s Board of Directors shall be
comprised of no more than seven members (subject to certain exceptions), (i) one of whom is the Company’s Chief
Executive Officer, (ii) three of whom are independent under Nasdaq standards, and (iii) one of whom shall be designated by
each of Essex, Galen and John Schutte. The right of each of Essex, Galen and John Schutte
to designate one
director to the Issuer’s Board will continue as long as he or it and their affiliates collectively hold at least
600,000 shares of Issuer’s Common Stock (including warrants exercisable for such shares).
In addition, each
of Galen, Investor
and Essex also has the right to designate their directors to any committee established by the Issuer’s
Board of Directors, so long as they meet the relevant independence standards, in the case of the Issuer’s Audit Committee
and Compensation Committee.
Item
7. Material to be Filed as Exhibits
Exhibit
Number
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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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CUSIP No. 00509L802
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13D
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Page
6
of 7
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 2, 2017
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/s/ John Schutte
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John Schutte
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CUSIP No. 00509L802
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13D
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Page
7
of 7
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EXHIBIT INDEX
Exhibit
Number
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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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