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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

 

FORM 8-K/A

 

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  January 4, 2008

 

ACCESS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		0-9314		83-0221517
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2600 Stemmons Freeway, Suite 176Dallas, Texas		75207
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code:	(214) 905-5100

 

(Former name or former address, if changed since last report)

 

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):

 

/ /	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

/ /	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

/ /	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

/ /	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Form        Period       Date Filed    File No 000-20297

10QSB    07/31/07    09/19/07        071323481

10KSB    04/30/07    07/12/07        071120706

10QSB    01/31/07    03/19/07        07702827

10QSB    10/31/06    12/11/07        061268275

10QSB    07/31/06    09/05/06        061074569

10KSB    04/30/06    07/19/06        06969700

 

·	Approximately 1.5 million shares of Access common stock was issued to the common and preferred shareholders of Somanta as consideration having a value of approximately $4,650,000 (the value was calculated using Access’ stock price on January 4, 2008 times the shares issued);

·

exchange all outstanding warrants for Somanta common stock for warrants to purchase 191,991 shares of Access common stock at exercise prices ranging between $18.55 and $69.57 per share. The warrants were valued at approximately $281,000. All of the warrants are exercisable immediately and expire approximately four years from date of issue. The weighted average fair value of the warrants was $1.46 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 3.26%, expected volatility 114% and an expected term of approximately 4 years;

·	an aggregate of $475,000 in direct transaction costs; and

·	cancelled receivable from Somanta of $931,000.

 

 

		Access			Somanta			Pro Forma Adjustments					Pro Forma  Combined
ASSETS
Current assets
Cash and cash equivalents		$	159,000		$	2,000							$	161,000
Short term investments, at cost			6,762,000											6,762,000
Receivables			35,000											35,000
Receivables from Somanta			931,000						(931,000	)	(d)			-
Prepaid expenses and other current expenses			410,000			25,000			(410,000	)	(c)			25,000
Total current assets			8,297,000			27,000								6,983,000
Property and equipment, net			130,000			14,000								144,000
Patents net			710,000											710,000
Other assets			12,000											12,000
Total assets		$	9,149,000		$	41,000							$	7,849,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses		$	1,796,000		$	2,583,000			(410,000	)	(c)		$	3,969,000
Accrued interest payable			130,000											130,000
Current portion of deferred revenue			68,000											68,000
Current portion of long-term debt net of discount			64,000			856,000			(856,000	)	(d)			64,000
Total current liabilities			2,058,000			3,439,000								4,231,000
Long-term deferred revenue			910,000											910,000
Long-term debt			5,500,000											5,500,000
Total liabilities			8,468,000			3,439,000								10,641,000
Stockholders’ equity (deficit)
Preferred stock			-			-								-
Common stock			36,000			15,000			15,000 (15,000	)	(a) (b)			51,000
Additional paid-in capital			116,018,000			7,615,000			4,756,000 (7,615,000	)	(a) (b)			120,774,000
Notes receivable from stockholders			(1,045,000	)										(1,045,000	)
Treasury stock, at cost			(4,000	)										(4,000	)
Accumulated deficit			(114,324,000	)		(11,028,000	)		(4,771,000	)	(a)			(122,568,000	)
									(3,398,000 11,028,000 (75,000	)    )	(b) (b) (d)
Total stockholders’ equity (deficit)			681,000			(3,398,000	)							(2,792,000	)
Total liabilities and stockholders’ equity (deficit)		$	9,149,000		$	41,000							$	7,849,000

 

 

Note 1: The above statement gives effect to the following pro forma adjustments necessary to reflect the merger of Access and Somanta, as if the transaction had occurred January 1, 2007. Somanta statements used were as of January 4, 2008 (unaudited).

a)

To record the exchange, for accounting purposes, by Somanta shareholders of their preferred and common stock (valued at $4,650,000) for 1,500,000 shares of Access (or 1,500,000 shares valued at the stock price of $3.10 per share) and record the exchange of Somanta warrants for Access warrants valued at a fair value of $281,000. The value placed on the shares was determined based on the Access stock price at January 4, 2008, the date of the acquisition.

b)

To eliminate the shareholders equity section and warrant liabilities of Somanta in connection with the merger and credit the net equity to combined deficit.

c)	Accrual of $410,000 of legal, accounting and other professional fees relating to the merger.

d)	Eliminate intercompany notes receivable and payable of $856,000 and other Somanta costs of $75,000 totaling $931,000.

 

 

 

		Access			Somanta			Pro Forma Combined
Revenues		$	57,000		$	1,000		$	58,000
Expenses
Research and development			2,602,000			445,000			3,047,000
General and administrative			4,076,000			1,889,000			5,965,000
Depreciation and amortization			279,000			-			279,000
Total expenses			6,957,000			2,334,000			9,791,000
Profit/(Loss) from operations			(6,900,000	)		(2,333,000	)		(9,233,000	)
Interest and miscellaneous income			125,000			(3,000	)		122,000
Interest and other expenses			(3,514,000	)		(27,000	)		(3,541,000	)
Loss on extinguishment of debt			(11,628,000	)		-			(11,628,000	)
Change in fair value of warrant liabilities			-			5,119,000			5,119,000
Currency translation loss			-			(1,000	)		(1,000	)
			(15,017,000	)		5,088,000			(9,929,000	)
Profit/(Loss) before discontinued operations and   before income tax benefit			(21,917,000	)		2,755,000			(19,162,000	)
Income tax benefit			61,000			(5,000	)		56,000
Profit/(Loss) from continuing operations			(21,856,000	)		2,750,000			(19,106,000	)
Less preferred stock dividends			(14,908,000	)		-			(14,908,000	)
Loss from continuing operations allocable   to common stockholders			(36,764,000	)		2,750,000			(34,014,000	)
Discontinued operations, net of taxes of $61,000			112,000			-			112,000
Net profit/(loss) allocable to common stockholders		$	(36,652,000	)	$	2,750,000		$	(33,902,000	)
Basic and diluted loss per common share   Profit/(Loss) from continuing operations allocable to     all common stockholders   Discontinued operations     Net (loss) allocable to common stockholders		$   $	(10.35               0.03 (10.32	)   )	$   $	0.19                     - 0.19		$   $	(6.73              0.02 (6.71	)   )
Weighted average basic and diluted common shares outstanding			3,552,006			14,630,402			5,052,006

 

 

Historical		3,552,006
Somanta equivalent shares giving effect to the merger		1,500,000
Total		5,052,006

 

Number		Title
23.1		Consent of Independent Registered Public Accounting Firm
99.1		Press Release dated January 7, 2008 entitled “Access Pharmaceuticals Closes Acquisition of Somanta Pharmaceuticals”

 

SIGNATURES

By:	Stephen B. Thompson
	Vice President, Chief Financial Officer