FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ACCESS PHARMACEUTICALS INC [ ACCP.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/04/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/04/2008 | J(1) | 67,694 | A | (1) | 67,694 | I | By Lake End Capital, LLC(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Purchase Warrant | $18.55 | 01/04/2008 | J(2) | 6,389 | 01/04/2008 | 01/31/2012 | Common Stock | 6,389 | (2) | 6,389 | D | ||||
Common Stock Purchase Warrant | $23.19 | 01/04/2008 | J(3) | 6,738 | 01/04/2008 | 01/31/2012 | Common Stock | 6,738 | (3) | 6,738 | I | By Lake End Capital, LLC(4) | |||
Stock Option (right to buy) | $3.15 | 01/04/2008 | A | 600,000 | 01/04/2009(5) | 01/04/2018 | Common Stock | 600,000 | $0 | 600,000 | I | By Lake End Capital, LLC(4) |
Explanation of Responses: |
1. Received in exchange for 786,500 shares of Somanta Pharmaceuticals, Inc. common stock and 25 shares of Somanta Pharmaceuticals, Inc. Series A Convertible Preferred Stock in connection with the merger of Somanta Pharmaceuticals, Inc. into Access Pharmaceuticals, Inc. (the "Merger"). Pursuant to the Merger, each share of Somanta Pharmaceuticals, Inc. common stock was converted into 0.03234333 shares of Access Pharmaceuticals, Inc. common stock and each share of Somanta Pharmaceuticals, Inc. Series A Convertible Preferred Stock was converted into 1,690.24045022 shares of Access Pharmaceuticals, Inc. common stock. On the effective date of the Merger, the closing price of Somanta Pharmaceuticals, Inc. common stock was $0.12 per share, and the closing price of Access Pharmaceuticals, Inc. common stock was $3.10 per share. |
2. Received in the Merger in exchange for warrants to purchase 208,333 shares of Somanta Pharmaceuticals, Inc. common stock at an exercise price of $0.75 per share. |
3. Received in the Merger in exchange for warrants to purchase 197,544 shares of Somanta Pharmaceuticals, Inc. common stock at an exercise price of $0.60 per share. |
4. Jeffrey B. Davis is the managing member of Lake End Capital LLC. |
5. The option will vest over a three year period with 25% vesting on the first anniversary of the grant date with the remaining 75% vesting 3.125% monthly over the remaining 2 years. |
Remarks: |
/s/ Jeffrey B. Davis | 01/04/2008 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |