CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on April 26, 2010
John J.
Concannon III
Direct
Phone: 617.951.8874
Direct
Fax:
617.951.8736
jack.concannon@bingham.com
Via
Federal Express
April 26,
2010
Office of
the Chief Counsel
Division
of Corporation Finance
100 F
Street, NE
Washington,
DC 20549
Attn:
Bryan Pitko
|
|
Re:
|
Access
Pharmaceuticals, Inc. – File No.
333-149633
|
Post-Effective
Amendment No. 1 to Form S-1 Filed on April 14, 2010.
Dear Mr.
Pitko:
On behalf of our client, Access
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), set forth
below is the Company's response to the comments of the staff (the "Staff") of the
Securities and Exchange Commission (the "Commission")
contained in your letter dated April 22, 2010. For ease of reference,
the comments are printed below in bold print, followed by the Company's
responses.
1. We
note that the underlying registration statement effective November 13, 2008
included tabular disclosures which were provided in response to our
comments. We also note that your post-effective amendment to this
registration statement omitted each of these tabular disclosures from the
prospectus. Please revise your post-effective amendment to provide
tabular disclosure which includes the following information with respect to the
offering:
The
Company has filed with the Commission, concurrently with this response letter,
Post Effective Amendment No. 2 to Form S-1 Filed on April 26, 2010 (“Amendment
No. 2”). This Amendment No. 2 amends the previously filed
post-effective amendment to include the tabular disclosure requested above and
included in the original registration statement on Form S-1/A filed on October
8, 2009.
|
·
|
Details
of the issuance of the Series A Preferred Stock that is being registered
for resale, including the form of consideration paid, the dates of
acquisition, the number of underlying shares of common stock, the
conversion price per share, the market price, and the total profit
received upon conversion;
|
Please
see Table 1 included in Amendment No. 2 in the section titled “Selling
Stockholders”.
Office of
the Chief Counsel
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
April 26,
2010
Page
2
|
·
|
Details
of the gross proceeds received by the registrant in each private placement
transaction, and compensation of this number of the placement agent fees
paid to selling stockholders;
|
Please
see Table 1/A included in Amendment No. 2 in the section titled “Selling
Stockholders”.
|
·
|
Discussion
of all payments to be made to selling shareholders in connection with the
private placement transactions, including placement agent fees, liquidated
damages, and dividends;
|
Please
see the text immediately following Table 1/A included in Amendment No. 2 in the
section titled “Selling Stockholders”.
|
·
|
Details
of the total possible profit that the selling shareholders and their
affiliates could realize as a result of the conversion discount for the
securities underlying the warrants and options that they held prior to the
registrant’s issuance of Series A Preferred Stock;
and
|
Please
see Table 3 included in Amendment No. 2 in the section titled “Selling
Stockholders”.
|
·
|
Description
of the other securities transactions to which the registrant has been a
party along with the selling stockholders and their affiliates. (This
table should provide information regarding the date of the prior
securities transaction, the principal amount of the convertible
securities, the amount of common stock underlying the convertible
securities, the market price per share immediately prior to the
transaction, any placement agent fees paid, the number of shares in each
transaction that had been previously registered, and the number of shares
that had not been previously
registered.)
|
Please
see Table 4 included in Amendment No. 2 in the section titled “Selling
Stockholders”.
Office of
the Chief Counsel
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
April 26,
2010
Page
3
Subsequent
to your review of Amendment No. 2 and our responses as indicated above, the
Company will request under separate cover acceleration of effectiveness in
accordance with Rules 460 and 461. If you have any questions
regarding this matter or require any additional information, please contact me
at (617) 951-8874. If the Staff disagrees with any of the conclusions
set forth above, please contact the undersigned prior to the issuance of a
written response.
Very truly yours,
/s/ John J. Concannon
John J. Concannon III,
Esq.
Bingham McCutchen, LLP
cc: Mr.
Jeffrey B. Davis
Mr. Stephen B.
Thompson