Form: 8-K

Current report filing

November 9, 2005

PRESS RELEASE DATED NOVEMBER 9, 2005

Published on November 9, 2005

EXHIBIT 99.1

ACCESS NEWS

Contact: Company Contact: Investor Relations
Stephen B. Thompson Donald C. Weinberger
Vice President & CFO Wolfe Axelrod Weinberger Associates, LLC
(214) 905-5100 (212) 370-4500


ACCESS PHARMACEUTICALS, INC. ANNOUNCES
RESTRUCTURING/PAYMENT OF SHORT TERM DEBT
- Investment Banker Retained -
- Update on Lead Oncology Product -

DALLAS, TEXAS - Nov 9, 2005 -- ACCESS PHARMACEUTICALS, INC.
(Amex: AKC) today announced the restructuring and repayment of its 7.0%
convertible promissory notes due Sept 13, 2005.


Short Term Debt
- ---------------
One holder of $4 million worth of convertible notes
(Oracle Partners LP and related funds) has agreed to
amend their notes to a new maturity date, April 28,
2007, with the conversion price being reduced from
$5.50 per share to $1.00 per share. In addition, the
Company may cause a mandatory conversion of control
provision at of the notes into common stock if the
Company's stock trades at a price of at least 1.5
times the conversion price for a minimum number of
trading days. There is also a provision to allow for
a minimum price for conversion in the event of
change of control.

The Company was unable to reach a conversion
agreement with the second holder of $4 million worth
of notes (Philip D. Kaltenbacher), and has instead
settled his claim by paying him this amount plus
interest as outlined in the terms of the note.

In October, at the closing of the asset sale to
Uluru, Inc., the Company retired its $2.6 million
senior secured convertible notes. In addition to the
amended convertible notes held by Oracle Partners
and its affiliates, the Company has $5.5 million of
7% convertible notes due Sept 13, 2010.

Investment Banker Retained
- --------------------------
Access has engaged an investment banker to assist
the Company in evaluating its strategic
alternatives, including for its Oncology business.

Lead Oncology Product
- ---------------------
As previously disclosed, the Company will be
presenting data from its Phase I trial of its lead
oncology product AP5346 at the AACR-NCI-EORTC
international conference on Molecular Targets and
Cancer Therapeutics, held in Philadelphia on Nov 16.
A Phase II trial for AP5346 is scheduled to begin in
the fourth quarter of 2005.

-More-

Access Pharmaceuticals, Inc.
November 9, 2005
Page 2


Access Pharmaceuticals, Inc. is an emerging
pharmaceutical company developing unique polymer
linked cytotoxics for use in the treatment of
cancer. Its lead product AP5346 is in Phase II
clinical testing. The Company also has other
advanced drug delivery technologies including
vitamin-mediated targeted delivery and oral drug
delivery.

This press release contains certain statements that
are forward-looking within the meaning of Section
27a of the Securities Act of 1933, as amended, and
that involve risks and uncertainties, including but
not limited to statements made relating to our
current steps being taken to satisfy our cash needs,
whether the efforts of our investment banker will be
successful, our data presented on our product
AP5346, and the results of our Phase II clinical
trials relating to our products, including AP5346.
These statements are subject to numerous risks,
including but not limited to the uncertainties
associated with our ability to raise funds to
continue our operations, research and development
activities, clinical trials, our ability to raise
capital, the timing of and our ability to achieve
regulatory approvals, dependence on others to market
our licensed products, collaborations, future cash
flow, the timing and receipt of licensing and
milestone revenues, projected future revenue growth
and our ability to generate near term revenues, our
ability to develop products from our platform
technologies, our ability to achieve licensing
milestones, our ability to repay our outstanding
debt obligations and other risks detailed in the
Company's Annual Report on Form 10-K for the year
ended December 31, 2004, Quarterly Report on Form
10-Q for the quarter ended June 30, 2005 and other
reports filed by us with the Securities and Exchange
Commission.

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