UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
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 22, 2010
ACCESS
PHARMACEUTICALS, INC.
(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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(I.R.S.
Employer Identification No.)
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2600
Stemmons Freeway, Suite 176
Dallas,
TX 75207
(Address
of principal executive offices) (Zip Code)
(214)
905-5100
(Registrant’s
telephone number, including area code)
N/A
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On
January 22, 2010, we entered into securities purchase agreements (the “Purchase
Agreements”) with accredited investors whereby we agreed to sell certain
units. Each unit consists of one share of our common stock, par value
$0.01 per share (“Common Stock”) and a warrant (“Warrant”) to acquire one-half
of one share of Common Stock at an exercise price of $3.00 per whole share of
Common Stock. The units were issued at a price of $3.00 per
unit. In the aggregate we sold 2.1 million units for an aggregate
purchase price of $6.3 million. As a result we issued 2.1 million
shares of our Common Stock and Warrants to acquire 1.05 million shares of our
Common Stock at an exercise price of $3.00 per share.
Common
Stock Purchase Warrants
The Warrants issued upon closing will
be exercisable for an aggregate of 1.05 million shares of our Common Stock at an
exercise price of $3.00 per share. The warrants can also be exercised on a
cashless basis. The warrants expire on January 22, 2015. The warrant exercise price is subject
to adjustment, under certain circumstances, including an equitable adjustment
for stock splits, dividends, combinations, reorganizations and the
like.
Placement
Agent Agreement
In
exchange for its services as placement agent, upon the closing of our sale of
units as described above, we are obligated to pay Rodman & Renshaw, LLC.
(“Rodman”) a cash fee of up to approximately $375,000. In
addition we are also obligated to issue warrants to purchase up to approximately
62,500 shares of common stock at an exercise price of 3.00 per
share.
ITEM 7.01 REGULATION FD
DISCLOSURE
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A copy of
the press release issued by us on January 22, 2010 announcing the signing of the
Purchase Agreement is filed as Exhibit 99.1 and is incorporated by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c)
Exhibits
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Number
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Title
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99.1
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Press
Release dated January 22, 2010 entitled “Access Pharmaceuticals Raises
$6.3 million In Registered Direct
Offering”
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SIGNATURE
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.
Access
Pharmaceuticals, Inc.
(Registrant)
By:
/s/ Stephen B. Thompson
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Stephen
B. Thompson
Vice
President and
Chief
Financial Officer
Dated January 27,
2010
2
EXHIBIT
INDEX
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Number
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Title
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99.1
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Press
Release dated January 22, 2010 entitled “Access Pharmaceuticals Raises
$6.3 million In Registered Direct
Offering”
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