x
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Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2007
or
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*
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Transition
Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of
1934 for the transition period from __________ to
__________
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Delaware
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83-0221517
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(State
of
Incorporation)
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(I.R.S.
Employer I.D. No.)
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2600 Stemmons Freeway, Suite 176, Dallas, TX |
75207
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(Address of Principal Executive Offices) |
(Zip
Code)
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Exhibit
Number
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2.1
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Amended
and Restated Agreement of Merger and Plan of Reorganization between Access
Pharmaceuticals, Inc. and Chemex Pharmaceuticals, Inc., dated as of
October 31, 1995 (Incorporated by reference to Exhibit A of the our
Registration Statement on Form S-4 dated December 21, 1995, Commission
File No. 33-64031)
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2.2
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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. (Incorporated by
reference to Exhibit 2.1 to our Form 8-K dated April 18,
2007)
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3.0
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Articles
of incorporation and bylaws
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3.1
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Certificate
of Incorporation (Incorporated by Reference to Exhibit 3(a) of our Form
8-B dated July 12, 1989, Commission File Number
9-9134)
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3.3
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Certificate
of Merger filed January 25, 1996. (Incorporated by reference to Exhibit E
of our Registration Statement on Form S-4 dated December 21, 1995,
Commission File No. 33-64031)
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3.4
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Certificate
of Amendment of Certificate of Incorporation filed January 25, 1996.
(Incorporated by reference to Exhibit E of our Registration Statement on
Form S-4 dated December 21, 1995, Commission File No.
33-64031)
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3.5
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Certificate
of Amendment of Certificate of Incorporation filed July 18, 1996.
(Incorporated by reference to Exhibit 3.8 of our Form 10-K for the year
ended December 31, 1996)
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3.6
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Certificate
of Amendment of Certificate of Incorporation filed June 18, 1998.
(Incorporated by reference to Exhibit 3.8 of our Form 10-Q for the quarter
ended June 30, 1998
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3.7
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Certificate
of Amendment of Certificate of Incorporation filed July 31, 2000.
(Incorporated by reference to Exhibit 3.8 of our Form 10-Q for the quarter
ended March 31, 2001)
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3.8
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Certificate
of Designations of Series A Junior Participating Preferred Stock filed
November 7, 2001 (Incorporated by reference to Exhibit 4.1.h of our
Registration Statement on Form S-8, dated December 14, 2001, Commission
File No. 333-75136)
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3.9
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Amended
and Restated Bylaws (Incorporated by reference to Exhibit 3.1 of our Form
10-Q for the quarter ended June 30,
1996)
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3.10
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Certificate
of Designation of Series A Cumulative Convertible Preferred Stock filed
November 9, 2007
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10.1*
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1995
Stock Option Plan (Incorporated by reference to Exhibit F of our
Registration Statement on Form S-4 dated December 21, 1995, Commission
File No. 33-64031
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10.2*
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Amendment
to 1995 Stock Option Plan (Incorporated by reference to Exhibit 10.25 of
our Form 10-K for the year ended December 31,
2001)
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10.3
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Lease
Agreement between Pollock Realty Corporation and us dated July 25, 1996
(Incorporated by reference to Exhibit 10.19 of our Form 10-Q for the
quarter ended September 30, 1996)
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10.4
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Platinate
HPMA Copolymer Royalty Agreement between The School of Pharmacy,
University of London and the Company dated November 19, 1996 (Incorporated
by reference to Exhibit 10.11 of our Form 10-K for the year ended December
31, 1996)
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10.5*
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Employment
Agreement of David P. Nowotnik, PhD (Incorporated by reference to Exhibit
10.19 of our Form 10-K for the year ended December 31,
1999)
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10.6*
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401(k)
Plan (Incorporated by reference to Exhibit 10.20 of our Form 10K for the
year ended December 31, 1999)
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10.7
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Form
of Convertible Note (Incorporated by reference to Exhibit 10.24 of our
Form 10-Q for the quarter ended September 30,
2000)
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10.8
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Rights
Agreement, dated as of October 31, 2001 between the us and American Stock
Transfer & Trust Company, as Rights Agent (incorporated by reference
to Exhibit 99.1 of our Current Report on Form 8-K dated October 19,
2001)
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10.9
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Amendment
to Rights Agreement, dated as of February 16, 2006 between us and American
Stock Transfer & Trust Company, as Rights Agent
(2)
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10.10
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Amendment
to Rights Agreement, dated as of November 9, 2007 between us and American
Stock Transfer & Trust Company as Rights
Agent
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10.11*
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2001
Restricted Stock Plan (Incorporated by reference to Appendix A of our
Proxy Statement filed on April 16,
2001)
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10.12*
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2005
Equity Incentive Plan (Incorporated by reference to Exhibit 1 of our Proxy
Statement filed on April 18, 2005
(2)
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10.13*
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Employment
Agreement, dated as of June 1, 2005 by and between us and Stephen B.
Thompson (1)
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10.15
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Amendment
to Asset Sale Agreement, dated as of December 8, 2006, between us and
Uluru, Inc. (3)
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10.17
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Form
of Warrant, dated February 16, 2006, issued by us to certain Purchasers
(2)
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10.18
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Form
of Warrant, dated October 24, 2006, issued by us to certain Purchasers
(3)
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10.19
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Form
of Warrant, December 6, 2006, issued by us to certain Purchasers
(3)
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10.20*
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2007
Special Stock Option Plan and Agreement, dated January 4, 2007, by and
between us and Stephen R. Seiler, President and Chief Executive Officer
(4)
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10.21
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Note
Purchase Agreement dated April 26, 2007 between us and Somanta
Pharmaceuticals, Inc. (Incorporated by reference to Exhibit 10.42 of our
Form 10-Q for the quarter ended June 30,
2007)
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10.22
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Preferred
Stock and Warrant Purchase Agreement, dated November 7, 2007, between us
and certain Purchasers (5)
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10.23
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Investor
Rights Agreement, dated November 10, 2007, between us and certain
Purchasers (5)
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10.24
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Form
of Warrant Agreement dated November 10, 2007, between us and certain
Purchasers (5)
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10.25
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Board
Designation Agreement, dated November 15, 2007, between us and SCO Capital
Partners LLC (5)
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10.26
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Amendment
and Restated Purchase Agreement, dated February 4, 2008 between us and
certain Purchasers (5)
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10.27
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Amended
and Restated Investor Rights Agreement, dated February 4, 2008 between us
and certain Purchasers (5)
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10.28*
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Employment
Agreement, dated January 4, 2008 between us and Jeffrey B. Davis
(5)
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21
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Subsidiaries
of the registrant
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31.1
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Chief
Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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31.2
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Chief
Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
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32
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Chief
Executive Officer Certification Chief Financial Officer Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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*
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[Management
contract or compensatory plan required to be filed as an Exhibit to this
Form pursuant to Item 15(c) of the
report.]
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(1)
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Incorporated
by reference to our Form 10-K for the year ended December 31,
2005.
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(2)
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Incorporated
by reference to our Form 10-Q for the quarter ended March 31,
2006.
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(3)
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Incorporated
by reference to our Form 10-K for the year ended December 31,
2006.
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(4)
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Incorporated
by reference to our Form 10-Q for the quarter ended March 31,
2007.
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(5)
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Incorporated
by reference to our Form S-1,
333-149633.
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