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 2, 2010
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.)
|
48
Wall Street, Suite 1110
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)
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 1.01 Entry into a Material Definitive Agreement
On March
2, 2010, Manhattan Pharmaceuticals, Inc. (the “Company”) raised
aggregate gross proceeds of approximately $2,547,500 pursuant to a private
placement of its securities. The Company entered in subscription
agreements (the "Subscription
Agreements") with seventy-seven accredited investors (the "Investors") pursuant
to which the Company sold an aggregate of 101.9 Units (as defined herein) for a
purchase price of $25,000 per Unit. Pursuant to the Subscription
Agreements, the Company issued to each Investor units (the "Units") consisting of
(i) 357,143 shares of common stock, $0.001 par value per share (the “Common Stock” or
“Shares”) of
the Company and (ii) 535,714 warrants (each a “Warrant” and
collectively the “Warrants”), each of
which will entitle the holder to purchase one additional share of Common Stock
for a period of five years (each a “Warrant Share” and
collectively the “Warrant Shares”) at
an exercise price of $0.08 per share.
All of
the Investors represented that they were “accredited investors,” as that term is
defined in Rule 501(a) of Regulation D under the Securities Act, and the sale of
the Units was made in reliance on exemptions provided by Regulation D and
Section 4(2) of the Securities Act of 1933, as amended.
In
connection with the closing of the private placement, the Company, the placement
agent acting in connection with the private placement (the “Placement Agent”) and
the Investors entered into a Registration Rights Agreement, dated as of March 2,
2010, and the Company agreed to file a registration statement to register the
resale of the Shares, within 60 days of the final closing date and to cause the
registration statement to be declared effective within 150 days (or 180 days
upon review by the SEC).
The
Company received net proceeds of approximately $2,158,000 after payment of an
aggregate of $305,700 of commissions and expense allowance to the Placement
Agent, and approximately $83,000 of other offering and related costs in connection with the private placement.
In addition, the Company issued a warrant to purchase 3,639,289 shares
of Common Stock at an exercise
price of $0.08 per share to the Placement Agent as additional compensation for
its services.
The
Company did not use any form of advertising or general solicitation in
connection with the sale of the Units. The Shares, the Warrants and the Warrant
Shares are non-transferable in the absence of an effective registration
statement under the Act, or an available exemption therefrom, and all
certificates are imprinted with a restrictive legend to that
effect.
Item
3.02 Unregistered Sales of Equity Securities
The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 3.02.
Item
8.01. Other Events.
On March
4, 2010, the Company issued a press release announcing the completion of the
first closing of the private placement described in Item 3.02. A copy
of the press release is attached as Exhibit
99.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
99.1
|
Press
release issued by the Company on March 4,
2010
|
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 4,
2010
|
By:
|
/s/ Michael G. McGuinness | |
| Michael G. McGuinness | |||
|
Chief
Operating and Financial Officer
|
|||
Exhibit
99.1
Manhattan
Pharmaceuticals Completes $2.5 Million Financing
NEW YORK, NY MAR 4, 2010 –
Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN) today announced the private
placement of $2,547,500 of its common stock and warrants to accredited
investors. The Company intends to complete the previously announced
merger transaction with Ariston Pharmaceuticals, Inc. within the next two
weeks. The net proceeds from this financing will be used to advance
the combined company’s products including AST-726, a nasally delivered treatment
for vitamin B12 deficiency, and Hedrin®, a
non-pesticide treatment for pediculosis (head lice), and for general corporate
purposes.
The
Company sold approximately 102 units for aggregate gross proceeds of the
offering of approximately $2.55 million and aggregate net proceeds of
approximately $2.2 million. Each unit consisted of (i) 357,143 shares
of common stock and (ii) 535,714 warrants to purchase additional shares of
common stock at an exercise price of $0.08 per share.
The
securities have not been registered under the Securities Act of 1933, as
amended, (the "Securities Act") or any state securities law. The
securities offered and sold were issued in a private placement transaction and
may not be transferred or resold except as permitted by the Securities
Act. As part of the terms of the private placement, the Company has
agreed to file a registration statement to register for resale under the
Securities Act the shares of common stock underlying the units.
This
press release does not constitute an offer to sell, nor is it a solicitation of
an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offering would be unlawful and is being
issued under Rule 135c of the Securities Act.
About
Manhattan Pharmaceuticals, Inc.
Manhattan
Pharmaceuticals is a specialty healthcare product company focused on the
development and commercialization of innovative treatments for underserved
patient populations. The Company is currently focused on two
programs: Hedrin®, a
novel, non-insecticide treatment for pediculosis (head lice), which is being
developed through a joint venture with Nordic Biotech, and a topical GEL product
for the treatment of psoriasis.
About
Ariston Pharmaceuticals, Inc.
Ariston
Pharmaceuticals, Inc. (“Ariston”) is a private, clinical stage specialty
biopharmaceutical company based in Shrewsbury, Massachusetts that in-licenses,
develops, and plans to commercialize novel therapeutics for the treatment of
serious disorders of the central and peripheral nervous
systems. Ariston is currently focused on the development of AST-726,
a nasally delivered vitamin B12
remediation treatment, and AST-914, a metabolite for the treatment of essential
tremor.
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 "intends," "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 the merger
with Ariston will be consummated or that Manhattan Pharmaceuticals,
Inc.'s (or its joint venture with Nordic's) development or
commercialization efforts relating to Hedrin, topical GEL, AST-726, or any other current or future product
candidates will be successful, that any clinical study will be completed or will
return positive results. Other risks that may affect forward-looking information
contained in this press release include the company's extremely limited capital
resources, the possibility of being unable to obtain regulatory approval
for Hedrin, the risk that the results
of clinical trials may not support the company's or its joint venture'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 risk that the company’s planned
acquisition of Ariston Pharmaceuticals, Inc. may not be consummated,
and the company's 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-K for the year ended December
31, 2008. 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
Manhattan
Pharmaceuticals, Inc.
Michael
G. McGuinness, Chief Operating
& Financial Officer
(212)
582-3950