UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
|
FORM
8-K/A
|
CURRENT
REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Date
of Report (Date of earliest event reported): January 4,
2008
|
ACCESS PHARMACEUTICALS,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
0-9314
|
83-0221517
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
2600
Stemmons Freeway, Suite 176Dallas, Texas
|
75207
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code:
|
(214)
905-5100
|
(Former
name or former address, if changed since last
report)
|
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):
|
/
/
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
/
/
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
/
/
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
/
/
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
·
|
Approximately
1.5 million shares of Access common stock was issued to the common and
preferred shareholders of Somanta as consideration having a value of
approximately $4,650,000 (the value was calculated using Access’ stock
price on January 4, 2008 times the shares
issued);
|
·
|
exchange
all outstanding warrants for Somanta common stock for warrants to purchase
191,991 shares of Access common stock at exercise prices ranging between
$18.55 and $69.57 per share. The warrants were valued at approximately
$281,000. All of the warrants are exercisable immediately and expire
approximately four years from date of issue. The weighted average fair
value of the warrants was $1.46 per share on the date of the grant using
the Black-Scholes pricing model with the following assumptions: expected
dividend yield 0.0%, risk-free interest rate 3.26%, expected volatility
114% and an expected term of approximately 4
years;
|
·
|
an
aggregate of $475,000 in direct transaction costs;
and
|
·
|
cancelled
receivable from Somanta of
$931,000.
|
Access
|
Somanta
|
Pro
Forma
Adjustments
|
Pro
Forma
Combined
|
||||||||||||
ASSETS
|
|||||||||||||||
Current
assets
|
|||||||||||||||
Cash
and cash equivalents
|
$
|
159,000
|
$
|
2,000
|
$
|
161,000
|
|||||||||
Short
term investments, at cost
|
6,762,000
|
6,762,000
|
|||||||||||||
Receivables
|
35,000
|
35,000
|
|||||||||||||
Receivables
from Somanta
|
931,000
|
(931,000
|
)
|
(d)
|
-
|
||||||||||
Prepaid
expenses and other current expenses
|
410,000
|
25,000
|
(410,000
|
)
|
(c)
|
25,000
|
|||||||||
Total
current assets
|
8,297,000
|
27,000
|
6,983,000
|
||||||||||||
Property
and equipment, net
|
130,000
|
14,000
|
144,000
|
||||||||||||
Patents
net
|
710,000
|
710,000
|
|||||||||||||
Other
assets
|
12,000
|
12,000
|
|||||||||||||
Total
assets
|
$
|
9,149,000
|
$
|
41,000
|
$
|
7,849,000
|
|||||||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||||||||||||||
Current
liabilities
|
|||||||||||||||
Accounts
payable and accrued expenses
|
$
|
1,796,000
|
$
|
2,583,000
|
(410,000
|
)
|
(c)
|
$
|
3,969,000
|
||||||
Accrued
interest payable
|
130,000
|
130,000
|
|||||||||||||
Current
portion of deferred revenue
|
68,000
|
68,000
|
|||||||||||||
Current
portion of long-term debt net of discount
|
64,000
|
856,000
|
(856,000
|
)
|
(d)
|
64,000
|
|||||||||
Total
current liabilities
|
2,058,000
|
3,439,000
|
4,231,000
|
||||||||||||
Long-term
deferred revenue
|
910,000
|
910,000
|
|||||||||||||
Long-term
debt
|
5,500,000
|
5,500,000
|
|||||||||||||
Total
liabilities
|
8,468,000
|
3,439,000
|
10,641,000
|
||||||||||||
Stockholders’
equity (deficit)
|
|||||||||||||||
Preferred
stock
|
-
|
-
|
-
|
||||||||||||
Common
stock
|
36,000
|
15,000
|
15,000
(15,000
|
)
|
(a)
(b)
|
51,000
|
|||||||||
Additional
paid-in capital
|
116,018,000
|
7,615,000
|
4,756,000
(7,615,000
|
)
|
(a)
(b)
|
120,774,000
|
|||||||||
Notes
receivable from stockholders
|
(1,045,000
|
)
|
(1,045,000
|
)
|
|||||||||||
Treasury
stock, at cost
|
(4,000
|
)
|
(4,000
|
)
|
|||||||||||
Accumulated
deficit
|
(114,324,000
|
)
|
(11,028,000
|
)
|
(4,771,000
|
)
|
(a)
|
(122,568,000
|
)
|
||||||
(3,398,000
11,028,000
(75,000
|
)
)
|
(b)
(b)
(d)
|
|||||||||||||
Total
stockholders’ equity (deficit)
|
681,000
|
(3,398,000
|
)
|
(2,792,000
|
)
|
||||||||||
Total
liabilities and stockholders’ equity (deficit)
|
$
|
9,149,000
|
$
|
41,000
|
$
|
7,849,000
|
|
Note
1: The above statement gives effect to the following pro forma adjustments
necessary to reflect the merger of Access and Somanta, as if the
transaction had occurred January 1, 2007. Somanta statements used were as
of January 4, 2008 (unaudited).
|
|
a)
|
To
record the exchange, for accounting purposes, by Somanta shareholders of
their preferred and common stock (valued at $4,650,000) for 1,500,000
shares of Access (or 1,500,000 shares valued at the stock price of $3.10
per share) and record the exchange of Somanta warrants for Access warrants
valued at a fair value of $281,000. The value placed on the shares was
determined based on the Access stock price at January 4, 2008, the date of
the acquisition.
|
|
b)
|
To
eliminate the shareholders equity section and warrant liabilities of
Somanta in connection with the merger and credit the net equity to
combined deficit.
|
c)
|
Accrual
of $410,000 of legal, accounting and other professional fees relating to
the merger.
|
d)
|
Eliminate
intercompany notes receivable and payable of $856,000 and other Somanta
costs of $75,000 totaling $931,000.
|
Access
|
Somanta
|
Pro
Forma
Combined
|
||||||||
Revenues
|
$
|
57,000
|
$
|
1,000
|
$
|
58,000
|
||||
Expenses
|
||||||||||
Research
and development
|
2,602,000
|
445,000
|
3,047,000
|
|||||||
General
and administrative
|
4,076,000
|
1,889,000
|
5,965,000
|
|||||||
Depreciation
and amortization
|
279,000
|
-
|
279,000
|
|||||||
Total
expenses
|
6,957,000
|
2,334,000
|
9,791,000
|
|||||||
Profit/(Loss)
from operations
|
(6,900,000
|
)
|
(2,333,000
|
)
|
(9,233,000
|
)
|
||||
Interest
and miscellaneous income
|
125,000
|
(3,000
|
) |
122,000
|
||||||
Interest
and other expenses
|
(3,514,000
|
)
|
(27,000
|
)
|
(3,541,000
|
)
|
||||
Loss
on extinguishment of debt
|
(11,628,000
|
)
|
-
|
(11,628,000
|
)
|
|||||
Change
in fair value of warrant liabilities
|
-
|
5,119,000
|
5,119,000
|
|||||||
Currency
translation loss
|
-
|
(1,000
|
)
|
(1,000
|
)
|
|||||
(15,017,000
|
)
|
5,088,000
|
(9,929,000
|
)
|
||||||
Profit/(Loss)
before discontinued operations and
before
income tax benefit
|
(21,917,000
|
)
|
2,755,000
|
(19,162,000
|
)
|
|||||
Income
tax benefit
|
61,000
|
(5,000
|
)
|
56,000
|
||||||
Profit/(Loss)
from continuing operations
|
(21,856,000
|
)
|
2,750,000
|
(19,106,000
|
)
|
|||||
Less
preferred stock dividends
|
(14,908,000
|
)
|
-
|
(14,908,000
|
)
|
|||||
Loss
from continuing operations allocable
to
common stockholders
|
(36,764,000
|
)
|
2,750,000
|
(34,014,000
|
)
|
|||||
Discontinued
operations, net of taxes of $61,000
|
112,000
|
-
|
112,000
|
|||||||
Net
profit/(loss) allocable to common stockholders
|
$
|
(36,652,000
|
)
|
$
|
2,750,000
|
$
|
(33,902,000
|
)
|
||
Basic
and diluted loss per common share
Profit/(Loss)
from continuing operations allocable to
all
common stockholders
Discontinued
operations
Net
(loss) allocable to common stockholders
|
$
$
|
(10.35
0.03
(10.32
|
)
)
|
$
$
|
0.19
-
0.19
|
$
$
|
(6.73
0.02
(6.71
|
)
)
|
||
Weighted
average basic and diluted common shares outstanding
|
3,552,006
|
14,630,402
|
5,052,006
|
Historical
|
3,552,006
|
|
Somanta
equivalent shares giving effect to the merger
|
1,500,000
|
|
Total
|
5,052,006
|
Number
|
Title
|
|
23.1
|
Consent
of Independent Registered Public Accounting Firm
|
|
99.1
|
Press
Release dated January 7, 2008 entitled “Access Pharmaceuticals Closes
Acquisition of Somanta Pharmaceuticals”
|
|
SIGNATURES
|
By:
|
Stephen
B. Thompson
|
Vice
President, Chief Financial Officer
|