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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):  February 25, 2009

 

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 176, Dallas, 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))

 

 

 

i) 

ii) Total consideration paid in connection with the acquisition included:

    

· Approximately 2.5 million shares of Access common stock was issued to the common shareholders and the in-the-money ($0.01) warrant holders of MacroChem as      consideration having a value of approximately $3.5 million (the value was calculated using Access’ stock price on February 25, 2009 times the shares issued);

·

an aggregate of $106,000 in direct transaction costs; and

·	cancelled receivable from MacroChem of $635,000.

iii) 

 

		Access			MacroChem			Pro Forma Adjustments						Pro Forma  Combined
ASSETS
Current assets
Cash and cash equivalents		$	2,663,000		$	14,000								$	2,677,000
Receivables			147,000			-									147,000
Receivables due from MacroChem			635,000			-			(635,000	)		(f)			-
Prepaid expenses and other current expenses			105,000			70,000									175,000
Total current assets			3,550,000			84,000									2,999,000
Property and equipment, net			87,000			8,000									95,000
Patents net			542,000			457,000									999,000
Other assets			78,000			-									78,000
Total assets		$	4,257,000		$	549,000								$	4,171,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		$	1,970,000		$	1,317,000			106,000			(e)		$	3,393,000
Accrued expenses			748,000			547,000									1,295,000
Dividends payable			1,896,000			-									1,896,000
Accrued interest payable			128,000			17,000			(17,000	)		(b)			128,000
Current portion of deferred revenue			164,000			5,000			(5,000	)		(d)			164,000
Notes payable			-			825,000			(825,000	)		(b)			-
Payables due Access			-			635,000			(635,000	)		(f)			-
Total current liabilities			4,906,000			3,346,000									6,876,000
Long-term deferred revenue			2,245,000			24,000			(24,000	)		(d)			2,245,000
Warrants liability			-			104,000			(104,000	)		(d)			-
Long-term debt			5,500,000			-									5,500,000
Total liabilities			12,651,000			3,474,000									14,621,000
Stockholders’ equity (deficit)
Preferred stock			-			-									-
Common stock			70,000			459,000			25,000 8,000 1,000 (459,000	)		(a) (b) (c) (d)			104,000
Additional paid-in capital			127,482,000			97,763,000			508,000 834,000 196,000			(a) (b) (c)			226,783,000
Notes receivable from stockholders			(1,045,000	)											(1,045,000	)
Treasury stock, at cost			(4,000	)		(59,000	)		59,000			(d)			(4,000	)
Accumulated deficit			(134,897,000	)		(101,088,000	)		(197,000	)		(c)			(236,288,000	)
									(106,000	)		(e)
Total stockholders’ equity (deficit)			(8,394,000	)		(2,925,000	)								(10,450,000	)
Total liabilities and stockholders’ equity (deficit)		$	4,257,000		$	549,000								$	4,171,000

 

 

Note 1: The above statement gives effect to the following pro forma adjustments necessary to reflect the merger of Access and MacroChem, entities deemed under common control, as if the transaction had occurred December 31, 2008.

a)

To record the exchange, for accounting purposes, by MacroChem shareholders of their common stock and in-the-money warrants for 2,500,000 shares of Access and $508,000 impact of pro-forma adjustments to additional paid-in capital.

b)	To record Access common stock exchanged for notes payable of $825,000 and accrued interest of $17,000.

c)	To record Access common stock issued to former executives of MacroChem for the settlement of employment agreements.

d)	To eliminate the common stock, treasury stock, warrant liabilities and deferred revenue of MacroChem.

e)	To record $106,000 in merger costs.

f)	To eliminate intercompany notes payable/receivable of $635,000.

 

 

 

		Access			MacroChem			Pro Forma Combined
Revenues		$	291,000		$	4,000		$	295,000
Expenses
Research and development			12,613,000			10,622,000			23,235,000
General and administrative			4,340,000			3,123,000			7,463,000
Depreciation and amortization			253,000			71,000			324,000
Total expenses			17,206,000			13,816,000			31,022,000
Loss from operations			(16,915,000	)		(13,812,000	)		(30,727,000	)
Interest and other income			178,000			33,000			211,000
Interest and other expenses			(478,000	)		(433,000	)		(911,000	)
Change in fair value of warrants liability			-			3,972,000			3,972,000
			(300,000	)		3,572,000			3,272,000
Net loss			(17,215,000	)		(10,240,000)			(27,455,000	)
Less preferred stock dividends			(3,358,000	)		-			(3,358,000	)
Net loss allocable to common stockholders		$	(20,573,000	)	$	(10,240,000	)	$	(30,813,000	)
Basic and diluted loss per common share   Loss from operations allocable to     all common stockholders		$	(3.51	)	$	(0.26	)	$	(3.31	)
Weighted average basic and diluted common shares outstanding			5,854,031			38,934,207			9,321,031

 

 

Historical		5,854,031
MacroChem equivalent shares giving effect to the merger		2,500,000
Shares issued to former MacroChem executives		125,000
Shares issued for notes payable and interest		842,000
Total		9,321,031

 

Number		Title
23.1		Consent of Independent Public Accounting Firm
99.1		Financial statements of MacroChem Corporation at December 31, 2008
99.2		Press Release dated February 26, 2009 entitled “Access Pharmaceuticals Closes Acquisition of MacroChem Corporation”

 

SIGNATURES

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

 

 

 

 

 

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