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<SEC-DOCUMENT>0000318306-06-000026.txt : 20061208
<SEC-HEADER>0000318306-06-000026.hdr.sgml : 20061208
<ACCEPTANCE-DATETIME>20061208110622
ACCESSION NUMBER:		0000318306-06-000026
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20061208
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
FILED AS OF DATE:		20061208
DATE AS OF CHANGE:		20061208

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ACCESS PHARMACEUTICALS INC
		CENTRAL INDEX KEY:			0000318306
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				830221517
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15771
		FILM NUMBER:		061264538

	BUSINESS ADDRESS:	
		STREET 1:		2600 N STEMMONS FRWY
		STREET 2:		STE 176
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75207
		BUSINESS PHONE:		2149055100

	MAIL ADDRESS:	
		STREET 1:		2600 N STEMMONS FRWY
		STREET 2:		STE 176
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75207

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMEX PHARMACEUTICALS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHEMEX CORP/WY
		DATE OF NAME CHANGE:	19831102
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>r8k-136.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                            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 6, 2006




                       Access Pharmaceuticals, Inc.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


        Delaware                     0-9314                  83-0221517
- ------------------------    ------------------------    -------------------
(State of Incorporation)    (Commission File Number)    (I.R.S. Employer
                                                        Identification No.)


     2600 Stemmons Freeway, Suite 176, Dallas, Texas             75207
     -----------------------------------------------           ---------
        (Address of principal executive offices)               (Zip Code)


   Registrant's telephone number, including area code: (214) 905-5100
                                                       --------------



<PAGE>

Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
          ------------------------------------------

On December 6, 2006, Access Pharmaceuticals, Inc. ("Access") entered into a
note and warrant purchase agreement pursuant to which it sold and issued an
aggregate of $500,000 of 7.5% convertible notes due March 31, 2007 and
warrants to purchase an aggregate of 386,364 shares of common stock of
Access. Net proceeds to Access were $450,000.  The notes and warrants
were sold in a private placement under Rule 506 promulgated under the
Securities Act of 1933, as amended, to a group of accredited investors
led by SCO Capital Partners LLC ("SCO").

The notes mature on March 31, 2007, are convertible into Access common stock
at a fixed conversion rate of $1.10 per share, bear interest of 7.5% per
annum and are secured by certain assets of Access. Each note may be
converted at the option of the noteholder or Access under certain
circumstances as set forth in the notes.

Each noteholder received a warrant to purchase a number of shares of common
stock of Access equal to 75% of the total number shares of Access common
stock into which such holder's note is convertible.  Each warrant has an
exercise price of $1.32 per share and is exercisable at any time prior
to December 6, 2012.  In the event SCO and its affiliates were to convert
all of their notes and exercise all of their warrants, they would own
approximately 74% of the voting securities of Access.

In connection with its sale and issuance of notes and warrants, Access
granted registration rights with respect to the shares of common stock
of Access underlying the notes and warrants.

The proceeds from this financing will fund Access's operations and clinical
development program.



                                  2

<PAGE>
                               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 8, 2006

                                  3


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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