Add
ACCP.OB to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| ACCP.OB > SEC Filings for ACCP.OB > Form 8-K/A on 22-Sep-2008 | All Recent SEC Filings |
22-Sep-2008
Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Somanta Pharmaceuticals, Inc. and the unaudited interim financial statements of Somanta Pharmaceuticals, Inc. are hereby incorporated by reference. The statements were audited by Stonefield Josephson, Inc.
Form Period Date Filed File No 000-20297 10QSB 07/31/07 09/19/07 071323481 10KSB 04/30/07 07/12/07 071120706 10QSB 01/31/07 03/19/07 07702827 10QSB 10/31/06 12/11/07 061268275 10QSB 07/31/06 09/05/06 061074569 10KSB 04/30/06 07/19/06 06969700 |
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial statements apply to the merger between Somanta and Access, by which Somanta 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 Somanta, which are incorporated by reference into this Form 8K/A. 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, 2007 and combines Access's December 31, 2007 audited consolidated balance sheet with Somanta's January 4, 2008 unaudited consolidated balance sheet. 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, 2007 and combines Access' audited consolidated statement of operations for the year ended December 31, 2007, with Somanta's unaudited consolidated statement of operations for the nine months ended October 31, 2007.
The pro forma adjustments are based upon available information and certain assumptions that Access believes are reasonable under the circumstances.
Total consideration paid in connection with the acquisition included:
· Approximately 1.5 million shares of Access common stock was issued to the
common and preferred shareholders of Somanta as consideration having a value
of approximately $4,650,000 (the value was calculated using Access' stock
price on January 4, 2008 times the shares issued);
· exchange all outstanding warrants for Somanta common stock for warrants to purchase 191,991 shares of Access common stock at exercise prices ranging between $18.55 and $69.57 per share. The warrants were valued at approximately $281,000. All of the warrants are exercisable immediately and expire approximately four years from date of issue. The weighted average fair value of the warrants was $1.46 per share on the date of the grant using the Black-Scholes pricing model with the following assumptions: expected dividend yield 0.0%, risk-free interest rate 3.26%, expected volatility 114% and an expected term of approximately 4 years;
· an aggregate of $475,000 in direct transaction costs; and
· cancelled receivable from Somanta of $931,000.
Approximately $8,879,000 of the purchase price represents the estimated fair value of the acquired in-process research and development projects that have no alternative future use. Accordingly this amount was immediately expensed and for the purposes of this pro forma is included in additional paid-in capital.
The following table summarizes the initial fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands) based on a preliminary valuation. Subsequent adjustments may be recorded upon the completion of the valuation and the final determination of the purchase price allocation.
Cash $ 1 Prepaid expenses 25 Office equipment, net 14 Accounts payable (2,582) In-process research & development 8,879 $6,337 |
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 Somanta with the Securities and Exchange Commission.
Pro Forma Condensed Combined Balance Sheet
As of December 31, 2007
(Unaudited)
Historical
Pro Forma Pro Forma
Access Somanta Adjustments Combined
ASSETS
Current assets
Cash and cash equivalents $ 159,000 $ 2,000 $ 161,000
Short term investments, at cost 6,762,000 6,762,000
Receivables 35,000 35,000
Receivables from Somanta 931,000 (931,000 ) (d) -
Prepaid expenses and other current
expenses 410,000 25,000 (410,000 ) (c) 25,000
Total current assets 8,297,000 27,000 6,983,000
Property and equipment, net 130,000 14,000 144,000
Patents net 710,000 710,000
Other assets 12,000 12,000
Total assets $ 9,149,000 $ 41,000 $ 7,849,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued
expenses $ 1,796,000 $ 2,583,000 (410,000 ) (c) $ 3,969,000
Accrued interest payable 130,000 130,000
Current portion of deferred
revenue 68,000 68,000
Current portion of long-term debt
net of discount 64,000 856,000 (856,000 ) (d) 64,000
Total current liabilities 2,058,000 3,439,000 4,231,000
Long-term deferred revenue 910,000 910,000
Long-term debt 5,500,000 5,500,000
Total liabilities 8,468,000 3,439,000 10,641,000
Stockholders' equity (deficit)
Preferred stock - - -
Common stock 36,000 15,000 15,000 (a) 51,000
(15,000 ) (b)
Additional paid-in capital 116,018,000 7,615,000 4,756,000 (a) 120,774,000
(7,615,000 ) (b)
Notes receivable from stockholders (1,045,000 ) (1,045,000 )
Treasury stock, at cost (4,000 ) (4,000 )
Accumulated deficit (114,324,000 ) (11,028,000 ) (4,771,000 ) (a) (122,568,000 )
(3,398,000 ) (b)
11,028,000 (b)
(75,000 ) (d)
Total stockholders' equity
(deficit) 681,000 (3,398,000 ) (2,792,000 )
Total liabilities and
stockholders' equity (deficit) $ 9,149,000 $ 41,000 $ 7,849,000
|
See accompanying 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 Somanta, as if the transaction
had occurred January 1, 2007. Somanta statements used were as of January 4,
2008 (unaudited).
a) To record the exchange, for accounting purposes, by Somanta shareholders of their preferred and common stock (valued at $4,650,000) for 1,500,000 shares of Access (or 1,500,000 shares valued at the stock price of $3.10 per share) and record the exchange of Somanta warrants for Access warrants valued at a fair value of $281,000. The value placed on the shares was determined based on the Access stock price at January 4, 2008, the date of the acquisition.
b) To eliminate the shareholders equity section and warrant liabilities of Somanta in connection with the merger and credit the net equity to combined deficit.
c) Accrual of $410,000 of legal, accounting and other professional fees relating to the merger.
d) Eliminate intercompany notes receivable and payable of $856,000 and other Somanta costs of $75,000 totaling $931,000.
After the consummation of the transactions described herein, Access had 100,000,000 common shares authorized, approximately 5,085,023 common shares issued and outstanding, 2,000,000 preferred shares authorized with approximately 3,227.3617 shares of Series A cumulative Convertible Preferred Stock issued and outstanding.
Pro Forma Condensed Combined Statement of Operations
For the Twelve Months Ended December 31, 2007
(Unaudited)
Historical
Pro Forma
Access Somanta Combined
Revenues $ 57,000 $ 1,000 $ 58,000
Expenses
Research and development 2,602,000 445,000 3,047,000
General and administrative 4,076,000 1,889,000 5,965,000
Depreciation and amortization 279,000 - 279,000
Total expenses 6,957,000 2,334,000 9,791,000
Profit/(Loss) from operations (6,900,000 ) (2,333,000 ) (9,233,000 )
Interest and miscellaneous income 125,000 (3,000 ) 122,000
Interest and other expenses (3,514,000 ) (27,000 ) (3,541,000 )
Loss on extinguishment of debt (11,628,000 ) - (11,628,000 )
Change in fair value of warrant
liabilities - 5,119,000 5,119,000
Currency translation loss - (1,000 ) (1,000 )
(15,017,000 ) 5,088,000 (9,929,000 )
Profit/(Loss) before discontinued
operations and
before income tax benefit (21,917,000 ) 2,755,000 (19,162,000 )
Income tax benefit 61,000 (5,000 ) 56,000
Profit/(Loss) from continuing
operations (21,856,000 ) 2,750,000 (19,106,000 )
Less preferred stock dividends (14,908,000 ) - (14,908,000 )
Loss from continuing operations
allocable
to common stockholders (36,764,000 ) 2,750,000 (34,014,000 )
Discontinued operations, net of
taxes of $61,000 112,000 - 112,000
Net profit/(loss) allocable to
common stockholders $ (36,652,000 ) $ 2,750,000 $ (33,902,000 )
Basic and diluted loss per common
share
Profit/(Loss) from continuing
operations allocable to
all common stockholders
Discontinued operations $ (10.35 ) $ 0.19 $ (6.73 )
Net (loss) allocable to common 0.03 - 0.02
stockholders $ (10.32 ) $ 0.19 $ (6.71 )
Weighted average basic and diluted
common shares outstanding 3,552,006 14,630,402 5,052,006
|
Notes to Pro Forma Condensed Combined Statement of Operations Note 1: The above statement gives effect to the merger of Access and Somanta, as if the merger had occurred on January 1, 2006. Somanta statements used were for the nine months ended October 31, 2007. 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 3,552,006 Somanta equivalent shares giving effect to the merger 1,500,000 Total 5,052,006 |
(c) Exhibits
Number Title
23.1 Consent of Independent Registered Public Accounting Firm
99.1 Press Release dated January 7, 2008 entitled "Access
Pharmaceuticals Closes Acquisition of Somanta Pharmaceuticals"
|
|
|