UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of Report (Date of earliest event reported): April 18,
2007
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ACCESS
PHARMACEUTICALS, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-9314
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83-0221517
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2600
Stemmons Freeway, Suite 176
Dallas,
Texas
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75207
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(214)
905-5100
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(Former
name or former address, if changed since last
report)
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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 (see General Instruction A.2.
below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement
On
April 18, 2007, Access Pharmaceuticals, Inc., a Delaware corporation
(“Access”), Somanta Acquisition Corporation (“Merger Sub”), a wholly owned
subsidiary of Access and a Delaware corporation, and Somanta
Pharmaceuticals, Inc., a Delaware corporation (“Somanta”), Somanta
Incorporated, a Delaware corporation and a wholly-owned Subsidiary
of
Somanta, and Somanta Limited, a company organized under the laws
of
England and a wholly-owned Subsidiary of Somanta Incorporated entered
into
an Agreement and Plan of Merger (the “Merger Agreement”), as announced in
the attached joint press release dated April 19, 2007. Pursuant to
the
terms and subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge with and into Somanta, with Somanta continuing
as
the surviving corporation and becoming a wholly owned subsidiary
of Access
(the “Merger”). The Board of Directors of Access has unanimously approved
the Merger and the Merger
Agreement.
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In
connection with the Merger, all of Somanta’s common stock that is
outstanding at the effective time of the Merger (the “Effective Time”)
will be converted into 500,000 shares of Access’ common stock. No
fractional shares of Access’s common stock will be issued as a result of
the Merger. In addition, all of Somanta’s preferred stock that is
outstanding at the effective time of the Merger (the “Effective Time”)
will be converted into 1,000,000 shares of Access’ common stock. No
fractional shares of Access’s preferred stock will be issued as a result
of the Merger.
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At
April 18, 2007, there were 15,459,137 shares of Somanta common stock
outstanding including 1,166,534 shares issuable upon the exercise
of
warrants that are expected to be exercised prior to the Effective
Timeand
591.6 shares of Somanta preferred shares outstanding. At April 18,
2004,
there were outstanding warrants to purchase 5,936,304 shares of Somanta
common stock that are not expected to be exercised prior to the Effective
Time and are expected to be converted into approximately 192,000
warrants
(subject to adjustment as provided in the Merger Agreement) to acquire
Access’ common stock at the Effective Time of the
Merger.
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The
completion of the Merger is subject to various customary conditions,
including obtaining the approval of the Somanta stockholders. The
Merger
is intended to qualify as a reorganization for federal income tax
purposes.
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The
foregoing description of the Merger Agreement is qualified in its
entirety
by reference to the full text of the Merger Agreement, which is attached
to this Report as Exhibit 2.1 and incorporated herein by reference.
The
Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual
information about Access or Somanta. In particular, the assertions
embodied in the representations and warranties made by Somanta in
the
Merger Agreement are qualified by information in confidential disclosure
schedules provided by Somanta to Access in connection with the signing
of
the Merger Agreement. These disclosure schedules contain information
that
modifies, qualifies and creates exceptions to the representations
and
warranties set forth in the Merger Agreement. Moreover, certain
representations and warranties in the Merger Agreement were used
for the
purpose of allocating risk between Access and Somanta rather than
establishing matters as facts. Accordingly, you should not rely on
the
representations and warranties in the Merger Agreement as
characterizations of the actual state of facts about Access or
Somanta.
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Item
8.01. Other Events
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(d)
Exhibits.
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, by and among Access Pharmaceuticals, Inc., Somanta
Acquisition Corporation, Somanta Pharmaceuticals, Inc., Somanta
Incorporated and Somanta Limited, dated April 18, 2007.
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99.1
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Press
release issued by Access Pharmaceuticals, Inc. and Somanta
Pharmaceuticals, Inc. dated April 19,
2007.
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SIGNATURES
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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
hereunto duly authorized.
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ACCESS
PHARMACEUTICALS, INC.
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By:
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/s/
Stephen B. Thompson
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Stephen
B. Thompson
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Vice
President, Chief Financial Officer
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Date:
April 19, 2007
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Exhibit
No.
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Description
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2.1
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Agreement
and Plan of Merger, by and among Access Pharmaceuticals, Inc., Somanta
Acquisition Corporation, Somanta Pharmaceuticals, Inc., Somanta
Incorporated and Somanta Limited, dated April 18, 2007.
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99.1
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Press
release issued by Access Pharmaceuticals, Inc. and Somanta
Pharmaceuticals, Inc. dated April 19,
2007.
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