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): January 8, 2007
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-32639
|
36-3898269
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
810
Seventh Avenue, 4th Floor
|
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
|
Item 3.01.
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
On
January 8, 2007, Manhattan Pharmaceuticals, Inc. (the “Company”) received
notice (the “Amex Notice”) from the staff of the American Stock Exchange
(“Amex”) indicating that it is not in compliance with certain continued listing
standards set forth in the Amex Company Guide. Specifically, the Amex Notice
cited the Company’s failure to comply with Section 1003(a)(ii) of the
Company Guide because, as of September 30, 2006, the Company has stockholders’
equity of less than $4,000,000 and losses from continuing operations and/or
net
losses in three of its four most recent fiscal years, and
Section 1003(a)(iii) of the Company Guide, because the Company has
stockholders’ equity of less than $6,000,000 and losses from continuing
operations and/or net losses in its five most recent fiscal years.
In
order
to maintain its Amex listing, the Company must submit a plan by February 7,
2007, advising Amex of the actions it has taken, or will take, that would bring
it into compliance with all the continued listing standards by April 16, 2008.
If Amex accepts the Company’s plan, it may be able to continue its listing
during 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 it is not in compliance with the continued listing standards at
the
end of the plan period, or it does not make progress consistent with the plan
during the plan period, Amex staff may initiate delisting proceedings. If the
Company does not submit a plan, or if it submits a plan that is not accepted,
it
may be subject to delisting proceedings.
The
Company has already contacted Amex to confirm its receipt of the Amex Notice
and
to advise the Amex staff that the Company intends to submit a plan by February
7, 2007. There can be no assurance that any plan submitted by the Company will
be accepted by Amex, or that the Company will be able to make progress
consistent with such plan if it is accepted. Prior to filing the plan and,
if a
plan is timely filed, while the plan is under review by Amex, the Company
expects that its common stock will continue to trade without interruption on
Amex.
A
copy of
the press release announcing the receipt of the Amex notice is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial
Statements and Exhibits.
|
| (d) |
Exhibits.
The following exhibit is filed
herewith.
|
|
Exhibit
No.
|
|
Description
|
|
99.1
|
Press
Release issued January 12, 2007.
|
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.
| Manhattan Pharmaceuticals, Inc. | ||
| |
|
|
| Date: January 12, 2007 | By: | /s/ Michael G. McGuinness |
|
Michael G. McGuinness |
||
| Chief Financial Officer | ||
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
99.1
|
Press
Release issued January 12, 2007.
|
Exhibit
99.1
Manhattan
Receives Notification from AMEX of
Non-compliance
of Certain Listing Standards
NEW
YORK, NY JAN 12, 2007
-
Manhattan Pharmaceuticals, Inc. (AMEX: MHA) previously reported in its Form
10-QSB for the quarter ended September 30, 2006 that at September 30, 2006,
the
company did not meet one of the American Stock Exchange’s continued listing
standards because its stockholder’s equity was less than $4,000,000 and its
market capitalization was less than $50,000,000, and that when a company falls
below these standards, AMEX will issue a letter to the listed company noting
that the listed company has failed to maintain its continued listing standards.
The listed company will have an opportunity to submit a plan to AMEX outlining
how it intends to regain compliance with its deficiency. If AMEX accepts the
plan, the listed company may be allowed up to eighteen months to regain
compliance with respect to its deficiency; however, if the company does not
regain compliance, then the AMEX will initiate delisting
proceedings.
The
company received notice from the AMEX indicating, consistent with the company’s
previous reporting, 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 notice was based on a review by AMEX of the company’s Form 10-QSB for the
period ended September 30, 2006.
In
order
for the company to maintain its AMEX listing, the company must submit a plan
by
February 7, 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 procedures. The company has already informed AMEX that it intends
to
submit such a plan.
About
Manhattan Pharmaceuticals, Inc.
Manhattan
Pharmaceuticals, Inc., a development-stage pharmaceutical company, acquires
and
develops proprietary prescription drugs for large, underserved patient
populations. In view of the worldwide obesity epidemic, the company is
developing OE, an orally administered novel therapeutic for the treatment of
obesity. To meet the needs of other major, underserved medical markets Manhattan
Pharmaceuticals is also developing PTH (1-34), a peptide believed to be a
regulator of epidermal cell growth, for the
treatment of psoriasis, and Propofol Lingual Spray, a convenient, proprietary
lingual spray formulation of propofol, the world's best-selling general
anesthetic, as a sedative-hypnotic for use during diagnostic and therapeutic
procedures. (http://www.manhattanpharma.com)
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 Pharmaceutical'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,'' and similar words or phrases. These
statements are based on current expectations, forecasts and assumptions that
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 will be able to regain compliance with
AMEX’s continued listing standards. 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's product candidates, the
risk
that the results of clinical trials may not support Manhattan's claims,
Manhattan's reliance on third-party researchers to develop its product
candidates, and its lack of experience in developing and commercializing
pharmaceutical products. 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, 2005. Manhattan assumes no obligation
to
update these statements, except as required by law.