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) 11/10/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/14/2007 |
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 |
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 | ||||||||
Secured Convertible Promissory Note | $1.1 | 11/10/2007 | J(1) | $4,000,000 | 02/16/2006 | 11/15/2007 | Common Stock | 3,636,363 | $4,000,000 | 0 | I(2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $1.1 | 11/10/2007 | J(1) | $400,000 | 10/24/2006 | 11/15/2007 | Common Stock | 363,636 | $400,000 | 0 | I(2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $1.1 | 11/10/2007 | J(1) | $400,000 | 12/06/2006 | 11/15/2007 | Common Stock | 363,636 | $400,000 | 0 | I(2) | By SCO Capital Partners LLC | |||
Secured Convertible Promissory Note | $1.1 | 11/10/2007 | J(1) | $500,000 | 02/16/2006 | 11/15/2007 | Common Stock | 454,545 | $500,000 | 0 | I(2) | By Beach Capital LLC | |||
Common Stock Purchase Warrants | $3.5 | 11/10/2007 | P | 333,333 | 11/10/2007 | 11/10/2013 | Common Stock | 333,333 | $0(5) | 333,333 | I(2) | By SCO Capital Partners, L.P. | |||
Series A Cumulative Convertible Preferred Stock | $3 | 11/10/2007 | P | 200 | (3) | (3) | Common Stock | 666,667 | $10,000 | 200 | I(2) | By SCO Capital Partners, L.P. | |||
Common Stock Purchase Warrants | $3.5 | 11/10/2007 | P | 1,064,293 | 11/10/2007 | 11/10/2013 | Common Stock | 1,064,293 | $0(5) | 1,064,293 | I(2) | By SCO Capital Partners LLC | |||
Series A Cumulative Convertible Preferred Stock | $3 | 11/10/2007 | P | 100 | (3) | (3) | Common Stock | 333,333 | $10,000 | 100 | I(2) | By SCO Capital Partners LLC | |||
Series A Cumulative Convertible Preferred Stock | $3 | 11/10/2007 | P(4) | 1,468.8409 | (3) | (3) | Common Stock | 4,896,136 | $3,666.67(4) | 1,568.8409 | I(2) | By SCO Capital Partners LLC | |||
Common Stock Purchase Warrants | $3.5 | 11/10/2007 | P | 94,288 | 11/10/2007 | 11/10/2013 | Common Stock | 94,288 | $0(5) | 94,288 | I(2) | By Beach Capital LLC | |||
Series A Cumulative Convertible Preferred Stock | $3 | 11/10/2007 | P(4) | 154.2898 | (3) | (3) | Common Stock | 514,299 | $3,666.67(4) | 154.2898 | I(2) | By Beach Capital LLC | |||
Placement Agent Warrants | $3.5 | 11/10/2007 | P | 100,000 | 11/10/2007 | 11/10/2013 | Common Stock | 100,000 | $0(6) | 100,000 | I(2) | By SCO Capital Partners LLC |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Secured Convertible Promissory Note was surrendered and cancelled as consideration for the purchase of the Series A Cumulative Convertible Preferred Stock of issuer. |
2. This Form 4 is being filed by Steven H. Rouhandeh individually and by SCO Capital Partners, L.P., SCO Capital Partners LLC and Beach Capital LLC. Mr. Rouhandeh is the managing member of SCO Capital Partners LLC, Beach Capital LLC and the entity that is the general partner of SCO Capital Partners, L.P. |
3. These securities are exercisable at any time and have no expiration date. |
4. The purchase price for this preferred stock was paid in the form of surrender and cancellation of Secured Convertible Promissory Notes (the "Notes"). Such Notes were surrendered and cancelled as consideration for such number of shares of Series A Cumulative Convertible Preferred Stock as are convertible into the same number of shares of Common Stock as the noteholder would have been entitled to receive upon conversion of all principal and interest under the Note into Common Stock. |
5. These warrants were issued as additional consideration for the purchase of the Series A Cumulative Convertible Preferred Stock. |
6. These securities were initially received by SCO Securities LLC as partial consideration for its services in connection with the private placement effected by the Issuer on November 10, 2007. These securities were allocated to SCO Capital Partners LLC, an affiliate of SCO Securities LLC. |
Remarks: |
This Form 4 is amended to add the placement agent warrants set forth in Table II. |
Beach Capital LLC, by Steven H. Rouhandeh, Managing Member | 02/06/2008 | |
SCO Capital Partners, L.P., by Steven H. Rouhandeh, Managing Member of General Partner | 02/06/2008 | |
SCO Capital Partners LLC, by Steven H. Rouhanden, Managing Member | 02/06/2008 | |
Steven H. Rouhandeh | 02/06/2008 | |
** 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. |