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Filed
Pursuant to Rule 424(b)(3) and 424(c)
Commission
File No. 333-150580
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Manhattan
Pharmaceuticals, Inc.
33,928,571
Shares
Common
Stock
This
prospectus supplement supplements the prospectus dated October 15, 2008, which
relates to the shares of our common stock that may be sold by the selling
securityholders named therein.
This
prospectus supplement should be read in connection with, and may not be
delivered or utilized without, the prospectus dated October 15, 2008 and the
prospectus supplements dated November 21, 2008, November 26, 2008 and January
21, 2009. This prospectus supplement is qualified by reference to the
prospectus and the prospectus supplements, except to the extent that the
information in this prospectus supplement updates or supersedes the information
contained in the prospectus dated October 15, 2008 or the prospectus supplements
dated November 21, 2008, November 26, 2008 and January 21, 2009.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement. Any representation to the contrary is a
criminal offense.
The date
of this prospectus supplement is January 22, 2009
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 20, 2009
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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||
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
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48
Wall Street
New
York, New York 10005
(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)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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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))
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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
8.01
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The U.S. Food and Drug Administration
(FDA) has notified H Pharmaceuticals K/S, the 50/50 joint venture between
Manhattan Pharmaceuticals, Inc. (Manhattan) and Nordic Biotech Venture Fund II
K/S (Nordic), that HedrinTM has
been classified as a Class III medical device. Hedrin is a novel,
non-insecticide treatment for pediculosis (head lice) that is being developed by
H Pharmaceuticals K/S. A Class III medical device designation means
that a Premarket Approval Application will need to be obtained for Hedrin before
it can be marketed in the United States.
Manhattan Pharmaceuticals, Inc.
believes that the FDA’s designation of Hedrin as a Class III medical device
meets all of the criteria under the H Pharmaceuticals K/S agreements between
Manhattan and Nordic to require Nordic to invest an additional $1.25 million
into H Pharmaceuticals K/S and for H Pharmaceuticals K/S to make a $500,000
milestone payment to Manhattan.
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:
January 20, 2009
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By:
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/s/ Michael G. McGuinness | |
| Michael G. McGuinness | |||
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Chief
Operating and Financial Officer
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