Company Update

Securities and Exchange Commission on March 2, 2009 (the “Initial Filing”), relating to the entry into and the completion of Access’ acquisition of MacroChem Corporation (“MacroChem”), a Delaware corporation.   This Amendment No. 1 to the Initial Filing on Form 8-K/A is being filed solely to amend and restate Item 9.01 of the Initial Filing to include MacroChem’s consolidated financial statements and pro forma financial information required by Item 9.01 of Form 8-K. The registrant has amended and restated the Initial Filing for the inclusion of the foregoing consolidated financial statements and pro forma financial statements. Except as set forth above, no other changes are being made to the Initial Filing. ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS    (a) Financial Statements of Business Acquired MacroChem Corporation’s audited consolidated financial statements for December 31, 2008 are included in this Form 8-K/A. The statements were audited by Whitley Penn LLP. (b) Pro Forma Financial Information The following unaudited pro forma condensed combined financial statements apply to the merger between MacroChem and Access, by which MacroChem became a wholly owned subsidiary of Access, and are based upon the historical condensed consolidated financial statements and notes thereto (as applicable) of Access and MacroChem. The unaudited pro forma condensed combined balance sheet gives pro forma effect to the merger as if the merger had been completed on December 31, 2008 and combines Access’ and MacroChem’s December 31, 2008 audited consolidated balance sheets. The unaudited pro forma condensed combined statement of operations gives pro forma effect to the merger as if it had been completed on January 1, 2008 and combines Access’ and MacroChem’s audited consolidated statements of operations for the year ended December 31, 2008.   On February 25, 2009, we closed our acquisition of MacroChem Corporation through the issuance of an aggregate of approximately 2.5 million shares of our common stock. Prior to our acquisition of MacroChem, SCO, an investment company, held a majority of Access’ and MacroChem’s voting stock.  Specifically, SCO owned 53% of the voting stock of Access and 63% of the voting stock of MacroChem. A non-controlling interest of 37% existed at the merger date of MacroChem. In addition, certain members of SCO’s management serve on the board of directors of both Access and MacroChem. Based on these facts, Access and MacroChem were deemed under the common control of SCO. As the entities were deemed under common control, the acquisition was recorded using the pooling-of-interest method and beginning in 2009, the financial information for all periods presented will reflect the financial statements of the combined companies in accordance with Appendix D of Statement of Financial Accounting Standards No. 141R (SFAS 141R), “Business Combinations,” for entities under common control. Upon acquisition, all outstanding warrants and any other dilutive instruments in MacroChem’s stock were cancelled. The in-the-money warrants converted with the common stock. In addition to the merger, the noteholders of MacroChem agreed to exchange their notes and interest due on the notes in the total amount of $859,000 for 859,000 restricted shares of the Access’ common stock. The value of the shares issued was determined based on the carrying value of the debt, which was established to be the more readily determinable fair value. In addition, we issued 125,000 shares of Access common stock valued at $197,000 to former executives of MacroChem for the settlement of employment agreements. In connection with the exchange of equity interests, $106,000 in merger costs were expensed. The pro forma adjustments are based upon available information and certain assumptions that Access believes are reasonable under the circumstances. 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)   These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the annual, quarterly and other reports filed by Access and MacroChem with the Securities and Exchange Commission.         Pro Forma Condensed Combined Balance Sheet As of December 31 , 200 8 (Unaudited) Historical       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           2 5,000 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     See accompanying Notes to Pro Forma Condensed Combined Balance Sheet       Notes to Pro Forma Condensed Combined Balance Sheet     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 , 200 8 .        a)   To record the exchange, for accounting purposes, by MacroChem shareholders of their common stock and in-the-money warrants for 2,5 00,000 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. After the consummation of the transact ions described herein, Access had 100,000,000 common shares authorized, approximately 10,434,474 common shares issued and outstanding, 2,000,000 preferred shares authorized with approximately 3,242.8617 shares of Series A cumulative Convertible Preferred Stock issued and outstanding, convertible into 10,809,539 shares of Access common stock.           Pro Forma Condensed Combined Statement of Operations For the Twelve Months Ended December 31 , 200 8 (Unaudited) Historical         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 ) $ (3 0,813 ,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   Notes to Pro Forma Condensed Combined Statement of Operations Note 1: The above statement gives effect to the merger of Access and MacroChem , as if the merger had occurred on January 1, 200 8 . Note 2: The pro forma combined-weighted average number of common outstanding shares is based on the weighted average number of shares of common stock of Access during the period plus those shares to be issued in conjunction with the merger. A reconciliation between Access' historical weighted average shares outstanding and pro forma weighted average shares outstanding and pro forma weighted average shares outstanding is as follows:      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       (c) Exhibits   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 , 200 9 entitled “Access Pharmaceuticals Closes Acquisition of MacroChem Corporation ”               SIGNATURES 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.                                                                                                /s/ Stephen B. Thompson       By:  Stephen B. Thompson    Vice President, Chief Financial Officer Date:   August 25 , 200 9           Exhibit Index   Exhibit No.                                                                                                                                                       Description   23.1                                                        Consent of Independent Public Accounting Firm 99.1                                                        Financial Statements of MacroChem Corporation at December 31, 2008 99.2                                                          Press release issued by Access Pharmaceuticals, Inc. dated February   25 , 200 9 .