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EX-10.1 - FORM OF SECURITES PURCHASE AGREEMENT - ABEONA THERAPEUTICS INC.r8k-278.htm
EX-10.2 - FORM OF COMMON STOCK WARRANT - ABEONA THERAPEUTICS INC.r8k-279.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): December 14, 2010

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)
(I.R.S. Employer Identification No.)
     


2600 Stemmons Freeway, Suite 176
Dallas, TX 75207
(Address of principal executive offices) (Zip Code)
 
(214) 905-5100
(Registrant’s telephone number, including area code)

N/A
(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):

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

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

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

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

 

 
 
 

 

 
Item 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
         -------------------------------------------------------------

As of December 10, 2010, we entered into securities purchase agreements (the “Purchase Agreement”) with accredited investors whereby we agreed to sell certain units to these investors.  Each unit consists of one share of our common stock, par value $0.01 per share (“Common Stock”) and a warrant (“Warrant”) to acquire 0.3 shares of Common Stock at an exercise price of $3.06 per whole share of Common Stock.  The units will be issued at a price of $2.55 per unit.  In connection with the Company's proposed offering of up to approximately 3.14 million units for an aggregate purchase price of up to approximately $8 million, the Company announced on December 10, 2010, the receipt of commitments from investors to purchase approximately 2.35 million units for an aggregate purchase price of approximately $6 million.  Since that date, the Company has received additional commitments from investors to purchase an additional 196,000 units for an additional purchase price of approximately $500,000.   The Company anticipates the closing to occur on Tuesday, December 14, 2010. 

Common Stock Purchase Warrants
 
The Warrants issued upon closing will be exercisable for an aggregate of up to approximately 941,000 shares of our Common Stock at an exercise price of $3.06 per share. Under certain circumstances, the warrants can also be exercised on a cashless basis. The warrants will expire five years from the date of issuance.  The warrant exercise price is subject to adjustment, under certain circumstances, including an equitable adjustment for stock splits, dividends, combinations, reorganizations and the like.

The preceding discussion is qualified in its entirety by, and is subject to, the full text of the Purchase Agreement and the Form of Warrant, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS  
           -----------------------------------------------

 
(c) Exhibits
 
Number
 
Title
     
10.1
 
Form of Securities Purchase Agreement dated as of December 10, 2010, by and among Access Pharmaceuticals, Inc. and the Purchasers named therein.
 
10.2
 
Form of Common Stock Warrant issued by Access Pharmaceuticals, Inc.
 

 
 
 

 


SIGNATURE
 
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.

 
Access Pharmaceuticals, Inc.    
(Registrant)                                

By:   /s/ Stephen B. Thompson 
       ------------------------------ 
       Stephen B. Thompson 
       Vice President and 
       Chief Financial Officer 

Dated  December  14, 2010

2

 
 
 

 

 
EXHIBIT INDEX
 
Number
 
Title
     
10.1
 
Form of Securities Purchase Agreement dated as of December 10, 2010, by and among Access Pharmaceuticals, Inc. and the Purchasers named therein.
 
10.2
 
Form of Common Stock Warrant issued by Access Pharmaceuticals, Inc.