8-K: Current report filing
Published on January 9, 2008
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 |
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FORM
8-K
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CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date
of
Report (Date of earliest event reported): January 4,
2008
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ACCESS
PHARMACEUTICALS, INC.
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(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) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
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2600
Stemmons Freeway, Suite 176
Dallas, Texas |
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75207
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's telephone number, including
area code:
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(214)
905-5100
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(Former
name or former address, if changed since last report)
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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):
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/ /
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Written communications pursuant to
Rule
425 under the Securities Act (17 CFR 230.425)
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/ /
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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/ /
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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/ /
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM 2.01 COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
On
January 4, 2008, Access Pharmaceuticals, Inc. closed the
acquisition of Somanta Pharmaceuticals, Inc. In connection with the merger,
Access issued an aggregate of 1.5 million shares of Access Pharmaceuticals'
common stock to the shareholders of Somanta as consideration. In addition,
Access is exchanging all outstanding warrants of Somanta for warrants to
purchase 191,991 shares of Access common stock at exercise prices ranging
between $18.55 and $69.57 per share.
Mr.
Jeffrey B. Davis, Chief Executive Officer and Chairman of the
Board of Access, currently also serves as President of SCO Securities LLC.
SCO
Securities LLC is an affiliate of SCO Capital Partners LLC. SCO Securities
LLC previously served as placement agent in conjunction with Access'
issuance of Series A Cumulative Preferred Stock. Mr. Davis was a director
of Somanta Pharmaceuitcals, Inc. Mr. Davis is the managing member of Lake
End
Capital LLC. Together, SCO Capital LLC and affilates and Lake End Capital
Partners LLC have a beneficial ownership of more than 10% of the
voting stock of Access and prior to the merger were beneficial owners of
more
than 10% of the voting stock of Somanta.
ITEM
7.01 REGULATION FD DISCLOSURE
A
copy of
the press release issued by us on January 7, 2008 announcing the closing
of the
acquisition of Somanta Pharmaceuticals, Inc. is filed as Exhibit 99.1 and
is incorporated by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(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 7, 2008 entitled “Access Pharmaceuticals Closes
Acquisition of Somanta
Pharmaceuticals”
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SIGNATURES
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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.
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ACCESS PHARMACEUTICALS, INC.
(Registrant)
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By:
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/s/ Stephen B. Thompson
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Stephen B. Thompson
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Vice President, Chief Financial
Officer
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Date: January 9, 2008
Exhibit Index
Exhibit No. Description
99.1 Press
release issued
by Access Pharmaceuticals, Inc. dated January 7, 2008.
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