8-K: Current report filing
Published on March 2, 2009
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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): February 25,
2009
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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)
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(Commission
File
Number)
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(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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[Missing Graphic Reference]
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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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x
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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
February 25, 2009, Access Pharmaceuticals, Inc. (“Access”) closed its
acquisition of MacroChem Corporation (“MacroChem”). In connection with the
acquisition, Access issued as consideration an aggregate of 2.5 million shares
of Access’ common stock to the holders of MacroChem common stock and
in-the-money warrants. In addition, Access is cancelling all of the outstanding
convertible debt of MacroChem for 859,172 shares of unregistered Access common
stock.
Mr.
Jeffrey B. Davis, Chief Executive Officer, 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 is
the managing member of Lake End Capital LLC. Together, SCO Capital LLC and
affiliates 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 MacroChem. Mr.
Davis was also a director of MacroChem Corporation. Immediately prior to
consummation of the merger, David P. Luci was a director and Chief Business
Officer of MacroChem, and Mr. Luci is also a director of Access.
ITEM
3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.
On
February 25, 2009, and as discussed in Item 2.01 above, Access agreed to issue
859,172 shares of its common stock to the holders of MacroChem convertible notes
in exchange for cancelling all of the outstanding convertible notes of
MacroChem. As a result, each $1.00 payable under the terms of the applicable
MacroChem notes was converted into 1 share of unregistered Access common
stock.
ITEM
7.01 REGULATION FD DISCLOSURE
A copy of
the press release issued by us on February 26, 2009, announcing the closing of
the acquisition of MacroChem Corporation is filed as Exhibit 99.1 and is
incorporated by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial
statements of MacroChem required to be filed under 9.01(a) and 9.01(b) of this
item shall be filed on Form 8-K/A subsequent to the date hereof.
(c)
Exhibits
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Exhibit No.
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Description
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99.1
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Press
release issued by Access Pharmaceuticals, Inc. dated February 26, 2009,
entitled “Access Pharmaceuticals Closes Acquisition of MacroChem
Corp.”
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[Missing Graphic Reference]
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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.
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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:
March 2, 2009
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
release issued by Access Pharmaceuticals, Inc. dated February 26,
2008.
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