UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): September 18, 2007
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32639
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36-3898269
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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810
Seventh Avenue, 4th Floor
New
York, New York 10019
(Address
of principal executive offices) (Zip Code)
(212)
582-3950
(Registrant's
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
3.01 Notice
of delisting or Failure to Satisfy a Continued Listing Rule or Standard:
Transfer of Listing.
On
September 18, 2007, Manhattan Pharmaceuticals, Inc. received notice from the
staff of the American Stock Exchange (“AMEX”) indicating that the that the
company is not in compliance with Section 1003(a)(ii) of the AMEX Company Guide
with stockholder’s equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three out its four most recent fiscal years,
and
Section 1003(a)(iii) of the AMEX Company Guide with stockholder’s equity of less
than $6,000,000 and losses from continuing operations and/or net losses in
its
five most recent fiscal years. This is consistent with the company’s previous
disclosure regarding its failure to meet the same continued listing standards
of
AMEX, which is summarized below.
In
order
for the company to maintain its AMEX listing, the company must submit a plan
by
October 18, 2007, advising AMEX of the actions it has taken, or will take,
that
will bring it into compliance with all the continued listing standards by April
16, 2008. If AMEX accepts the company’s plan, the company may be able to
continue its listing for the period ending April 16, 2008, during which time
the
company will be subject to periodic review to determine if it is making progress
consistent with the plan. If the company does not regain compliance with all
of
AMEX’s continued listing standards by April 16, 2008, or if the company does not
make sufficient progress consistent with its plan, then AMEX may initiate
delisting proceedings. The company has already informed AMEX that it intends
to
submit such a plan by October 18, 2007.
As
previously disclosed, on January 8, 2007, the company first received notice
from
AMEX that it was not in compliance with AMEX’s continued listing standards. The
company submitted a plan advising AMEX of the actions it had taken and planned
to take to bring it into compliance with continued listing standards by April
16, 2008. On March 23, 2007 AMEX accepted the plan.
On
May
31, 2007, AMEX notified the company that it had regained compliance with the
continued listing standards but that the plan period would remain open until
the
company demonstrated compliance for two consecutive quarters. As the company
did
not demonstrate compliance with the continued listing standards for two
consecutive quarters, AMEX notified the company that the plan period of April
16, 2008 remains in effect.
On
September 21, 2007, the company issued a press release disclosing the receipt
of
the AMEX notice, a copy of which is attached hereto as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release issued September 21, 2007.
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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.
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MANHATTAN
PHARMACEUTICALS, INC.
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Date:
September 21, 2007
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By:
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/s/ Michael
G. McGuinness
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Michael
G. McGuinness
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release issued September 21, 2007
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Exhibit
99.1
Manhattan
Receives Notification from AMEX of
Non-compliance
with Certain Listing Standards
NEW
YORK, NY SEPT 21, 2007
-
Manhattan Pharmaceuticals, Inc. (AMEX: MHA) received notice from the American
Stock Exchange (AMEX) dated September 18, 2007 indicating that the company
is
not in compliance with Section 1003(a)(ii) of the AMEX Company Guide with
stockholder’s equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three out its four most recent fiscal years,
and
Section 1003(a)(iii) of the AMEX Company Guide with stockholder’s equity of less
than $6,000,000 and losses from continuing operations and/or net losses in
its
five most recent fiscal years. This is consistent with the company’s previous
reportings which are summarized below.
In
order
for the company to maintain its AMEX listing, the company must submit a plan
by
October 18, 2007, advising AMEX of the actions it has taken, or will take,
that
will bring it into compliance with all the continued listing standards by April
16, 2008. If AMEX accepts the company’s plan, the company may be able to
continue its listing for the period ending April 16, 2008, during which time
the
company will be subject to periodic review to determine if it is making progress
consistent with the plan. If the company does not regain compliance with all
of
AMEX’s continued listing standards by April 16, 2008, or if the company does not
make sufficient progress consistent with its plan, then AMEX may initiate
delisting proceedings. The company has already informed AMEX that it intends
to
submit such a plan by October 18, 2007.
On
January 8, 2007 the company first received notice from AMEX that it was not
in
compliance with AMEX’s continued listing standards. The company submitted a plan
advising AMEX of the actions it had taken and planned to take to bring it into
compliance with continued listing standards by April 16, 2008. On March 23,
2007
AMEX accepted the plan.
On
May
31, 2007 AMEX notified the company that it had regained compliance with the
continued listing standards but that the plan period would remain open until
the
company demonstrated compliance for two consecutive quarters. As the company
did
not demonstrate compliance with the continued listing standards for two
consecutive quarters, AMEX notified the company that the plan period of April
16, 2008 remains in effect.
About
Manhattan Pharmaceuticals, Inc.
Manhattan
Pharmaceuticals, Inc., (Amex: MHA) is a pharmaceutical company that acquires
and
develops novel, high-value drug candidates primarily for the treatment of
dermatologic and immunologic disorders. With a pipeline consisting of four
clinical-stage product candidates, Manhattan Pharmaceuticals is developing
potential therapeutics for large, underserved patient populations seeking
superior treatments for conditions including psoriasis, atopic dermatitis
(eczema), head lice, and mastocytosis.
Note
Regarding Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks
and uncertainties that could cause Manhattan Pharmaceuticals, Inc.’s actual
results to differ materially from the anticipated results and expectations
expressed in these forward-looking statements. These statements are often,
but
not always, made through the use of words or phrases such as "anticipates,"
"expects," "plans," "believes," "intends," “will,” and similar words or phrases.
These statements are based on Manhattan Pharmaceuticals, Inc.’s current
expectations, forecasts and assumptions, which are subject to risks and
uncertainties, which could cause actual outcomes and results to differ
materially from these statements. Among other things, there can be no assurances
that Manhattan Pharmaceuticals, Inc.’s development efforts relating to its PTH
(1-34), Altoderm™, Altolyn™ or Hedrin™ product candidates, or any future product
candidates, will be successful, or that Manhattan Pharmaceuticals will be able
to out-license its discontinued programs to other companies on terms acceptable
to Manhattan Pharmaceuticals, Inc. or at all. Other risks that may affect
forward-looking information contained in this press release include the
possibility of being unable to obtain regulatory approval of Manhattan
Pharmaceuticals, Inc.’s product candidates, the risk that the results of
clinical trials may not support the company’s claims, the risk that the
company’s product candidates may not achieve market acceptance in North America
or elsewhere, the company’s reliance on third-party researchers to develop its
product candidates, availability of patent protection, the risk that sufficient
capital may not be available to develop and commercialize the company’s product
candidates, the company’s lack of experience in developing and commercializing
pharmaceutical products, and the risk that the company may not maintain its
AMEX
listing. Additional risks are described in the company's filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-KSB
for the year ended December 31, 2006. Manhattan Pharmaceuticals, Inc. assumes
no
obligation to update these statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Contact:
Michael
G. McGuinness
Chief
Financial Officer
Manhattan
Pharmaceuticals, Inc.
212.582.3950