Access
Pharmaceuticals, Inc.
2600 Stemmons Frwy., Suite 176
Dallas, TX 75207
Stephen B. Thompson
Direct Dial: (214) 905-5100 x208
E-Mail: stephen.thompson@accesspharma.com
Or Bingham McCutchen LLP
John J.
Concannon, Esq.
Direct
Dial: (617) 951-8874
E-Mail:
jack.concannon@bingham.com
August
24, 2010
VIA
EDGAR AND FEDERAL EXPRESS
Jeffrey
Riedler
Assistant
Director
U.S.
Securities and Exchange Commission
100 F.
Street, N.E.
Washington,
DC 20549-0404
Re:
Access Pharmaceuticals, Inc.
Registration
Statement on Form S-1
Filed
May 3, 2010
File
No. 333-166453
Dear Mr.
Riedler:
Access
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), submitted
herewith please find Amendment No. 2 to the Registration Statement on Form S-1,
File No. 333-166453, of the Company (as amended, the “Registration
Statement”). The Registration Statement has been revised to include
second quarter financial statements and update various other dates and
corresponding amounts and discussions in the Registration
Statement. The Registration Statement has not been revised at
this time to respond to the comments of the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) that were contained in
your letter dated May 6, 2010 (the “Comment Letter”). However, set
forth below are the Company’s responses to the Comment Letter and its plans for
filing a subsequent amendment to the Registration Statement to revise for the
Staff’s comments.
Set forth
below are the responses of the Company to the comments in the Comment
Letter. For ease of reference our responses are numbered to
correspond to the comment numbers in the Comment Letter and each comment
contained in the Comment Letter is printed below in italics and is followed by
the response of the Company.
Comment:
1.
|
We note that you have omitted
certain information from the prospectus in relation to the terms of your
offering. Please revise your prospectus to include the
following information:
|
·
|
The
number of units to be sold in the
offering;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include either (i) the number of units to be sold in the offering or (ii) the
maximum number of units to be sold in the offering on a “best efforts”
basis.
·
|
The
number of shares of common stock and warrants per
unit;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the number of shares of common and warrants per unit or a formula to
determine such amounts.
·
|
The
exercise price of the warrants in each
unit;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the exercise price of the warrants in each unit or the formula to be
used to determine the exercise price.
·
|
The
date the offering expires;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the expiration date of the offering.
·
|
The
number of placement agent warrants;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the number of placement agent warrants or formula to be used to
calculate the number of placement agent warrants.
·
|
The
exercise price of the placement agent warrants as a percentage of the
public offering price per share of the shares sold at
closing;
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the exercise price of the placement agent warrants as a percentage of
the public offering price per share of the shares sold at closing.
·
|
The
placement agent fee; and
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the placement agent fee or formula for calculating the placement
agent fee.
·
|
The
identity of the placement agent.
|
The
Company will amend the Registration Statement by way of a subsequent amendment
to include the identity of the placement agent.
The Company hereby acknowledges the
following:
|
·
|
the
Company is responsible for the adequacy and accuracy of the disclosure in
the Proxy Statement;
|
|
·
|
staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the Proxy
Statement; and
|
|
·
|
the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
We would
appreciate the opportunity to discuss any remaining questions or concerns with
you at your convenience. If you have any questions or would like to
discuss any of the responses in this letter, please feel free to contact me at
214.905.5100 x208 or John Concannon at 617.951.8874 or David Mason at
617.951.8051.
Sincerely,
/s/
Stephen B. Thompson
Stephen
B. Thompson
cc: Suzanne
Hayes, Esq., U.S. Securities
and Exchange Commission
Stephen
B. Thompson, Access
Pharmaceuticals, Inc.
John
J. Concannon, Esq., Bingham McCutchen LLP
David W.
Mason, Esq., Bingham McCutchen
LLP