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): March 23, 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.
|
In
its
Current Report on Form 8-K filed January 12, 2007, Manhattan
Pharmaceuticals, Inc. (the “Company”) reported that it had 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 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 Amex Notice required the Company to submit
a
plan advising Amex of the actions it has taken, or will take, that would bring
it into compliance with all the continued listing standards. The Company
submitted such a plan on February 8, 2007, and on March 23, 2007, the Company
received notice from Amex that it had determined that the Company made a
reasonable demonstration of its ability to regain compliance with Sections
1003(a)(ii) and 1003(a)(iii) by the end of the plan period, which is April
16,
2008. During that period, the Company must continue to provide Amex with updates
concerning its progress toward achieving the plan objectives and the Amex staff
will continue to monitor the Company’s compliance with the plan. If the Amex
staff determines that the Company is not making progress consistent with the
plan, it may be subject to delisting proceedings.
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 March 27, 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: March 27, 2007 | By: | /s/ Michael G. McGuinness |
|
Michael G. McGuinness |
||
| Chief Financial Officer | ||
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
99.1
|
Press
Release issued March 27, 2007.
|
|
Contact:
|
Michael
G. McGuinness
Chief
Financial Officer
Manhattan
Pharmaceuticals, Inc.
212/582-3950
|
Thomas
Redington
Redington,
Inc.
203/222-7399
212/926-1733
|
AMEX
Accepts Manhattan Pharmaceuticals’ Plan to
Regain
Compliance with Continued Listing Standards
NEW
YORK, NY MAR 27, 2007
-
Manhattan Pharmaceuticals, Inc. (AMEX: MHA) today announced that the American
Stock Exchange (AMEX) has accepted the Company's plan to regain compliance
with
continued listing standards of AMEX. The Company’s plan was submitted in
response to a letter from AMEX which informed the Company that it was not in
compliance with Section 1003(a)(ii) of the AMEX Company Guide with stockholders’
equity of less than $4,000,000 and losses from continuing operations and/or
net
losses in three out of its four most recent fiscal years, and Section
1003(a)(iii) of the AMEX Company Guide with stockholders’ equity of less than
$6,000,000 and losses from continuing operations and/or net losses in its five
most recent fiscal years.
On
March
23, 2007, AMEX notified the Company that it has completed its review of the
Company's proposed plan of compliance and supporting documentation and has
determined that the plan makes a reasonable demonstration of the Company's
ability to regain compliance with the continued listing standards by the end
of
the plan period. Therefore, AMEX is continuing the Company's listing pursuant
to
an extension. The targeted completion date to regain compliance with the
continued listing standards is April 16, 2008. The Company will be subject
to
periodic review by AMEX during the plan period. Failure to make progress
consistent with the Plan or to regain compliance with the continued listing
standards by the end of the plan period could result in the Company being
delisted from AMEX.
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
both
common obesity and morbid 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.