8-K: Current report filing
Published on October 18, 2005
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): October 12, 2005
Access Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-9314 83-0221517
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 905-5100
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Item 1.01 Entry into a Material Definitive Agreement
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On October 12, 2005, Access Pharmaceuticals, Inc. ("Access") entered into
an agreement with Uluru, Inc. ("Uluru"), a private Delaware corporation,
whereby Access sold to Uluru its oral care business for up to $20.6 million.
Access sold its interest in Aphthasol(R), all OraDisc(TM) products, and
all Residerm(R) products. In addition, Uluru has licensed Access'
nanoparticle hydrogel aggregate technology. The CEO and major
shareholder of Uluru is Kerry P. Gray, the former CEO of Access.
Access received $8.7 million at the closing of the agreement and
may receive up to $3.7 million within twelve months after closing,
and will receive an additional $1.0 million within 24 months after
closing. Additional payments of up to $7.0 million will
be made upon the achievement of certain milestones.
Item 2.01 Completion of Acquisition or Disposition of Assets
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On October 12, 2005, Access Pharmaceuticals, Inc. ("Access") entered into
an agreement with Uluru, Inc. ("Uluru"), a private Delaware corporation,
whereby Access sold to Uluru its oral care business for up to $20.6 million.
Access sold its interest in Aphthasol(R), all OraDisc(TM) products, and
all Residerm(R) products. In addition, Uluru has licensed Access'
nanoparticle hydrogel aggregate technology. The CEO and major
shareholder of Uluru is Kerry P. Gray, the former CEO of Access.
Access received $8.7 million at the closing of the agreement and
may receive up to $3.7 million within twelve months after closing,
and will receive an additional $1.0 million within 24 months after
closing. Additional payments of up to $7.0 million will
be made upon the achievement of certain milestones.
Item 7.01 Regulation FD Disclosure
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Philip Kaltenbacher ("Kaltenbacher"), the holder of a convertible note
of Access in the amount of $4,015,000, has filed suit against the company
in the Southern District Court of New York. Kaltenbacher seeks to have
the company pay $4,015,000 plus interest from a 7% Convertible
Subordinated Note with a stated maturity date of September, 13, 2005.
The company intends to answer Kaltenbacher's complaint
in a timely manner.
Access Pharmaceuticals, Inc. held a conference call with investors
on October 14, 2005, a copy of which is attached as Exhibit 99.1 to
this report and incorporated herein by reference, in which it
provided a business update, discussed the sale of assets to Uluru,
disclosed that it plans to engage an investment bank to assist the
Company in equity financing, out-licensing of technologies and
development programs, a joint venture, or other strategic
alternatives and answered questions
from investors. This information shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed to be incorporated by reference in
any filing under the Securities Act of 1933.
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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 October 18, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Transcript of Conference Call with Investors, dated October 14, 2005
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