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): April 8, 2010
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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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:
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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
1.01.
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Entry
into a Material Definitive
Agreement.
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As
previously reported on Current Report on Form 8-K dated on March 2, 2010, in
connection with the first closing of a private placement transaction, Manhattan
Pharmaceuticals, Inc. (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 (the “Shares”) of the
Company’s common stock, $0.001 par value per share (“Common Stock) and
(ii) 535,714 Common Stock purchase 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 at an exercise price of $0.08 per
share. On April 8, 2010, the Company completed the final
closing of the private placement. In connection with the final
closing, the Company entered into Subscription Agreements with three additional
accredited investors (the “Additional
Investors”) pursuant to which the Company sold an aggregate of 2.4
additional Units.
In
connection with the final closing, the Company received net proceeds of
approximately $51,700 after payment of an aggregate of $8,300 of commissions and
expense allowance to National Securities Corporation, the Placement Agent for
the private placement. In
connection with the final closing, the Company also issued a warrant to
purchase 12,857 shares of
Common Stock at an exercise price of $0.08 per share to the Placement Agent as
additional compensation for its services.
In
addition on April 8, 2010, the holder (the "Noteholder") of an
outstanding 12% Original Issue Discount Senior Subordinated Convertible
Debenture, dated October 28, 2009, with a stated value of $400,000 (the “Debenture”) and
$21,886 of accrued interest, exercised its option to convert its Debenture
(including all accrued interest thereon) into 16.88 Units. The
conversion price was equal to the per Unit purchase price paid by the Investors
in the private placement.
Each of
the Investors, the Additional Investors and the Noteholder 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.
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 shares
of Common Stock issuable upon exercise of the Warrants 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.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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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.
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Item
8.01.
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Other
Events.
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On April
14, 2010, the Company issued a press release announcing the final closing of the
Financing described in Item 1.01. A copy of the press release is
attached as Exhibit 99.1
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press
Release issued by the Company on April 14,
2010.
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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: April 14,
2010
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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
Operating and Financial Officer
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Exhibit
99.1
Manhattan
Pharmaceuticals Announces Private Placement Final Close at $3.0
Million
NEW YORK, NY APRIL 14, 2010 –
Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN) today announced the final close of
its private placement in which it sold approximately 121 units, including the
conversion of approximately $400,000 of existing debt into 17 units, for an
aggregate of $3,029,386 of its common stock and warrants to accredited
investors. 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 net proceeds from
this financing will be used to advance the 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.
On March
4, 2010, the company announced the first closing in which it 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. National Securities Corporation served as placement agent
for the transaction.
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.
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 lead
programs: Hedrin®, a
novel, non-insecticide treatment for pediculosis (head lice), which is being
developed through a joint venture with Nordic Biotech, and AST-726, a nasally
delivered vitamin B12
remediation treatment. The company is also studying AST-915 for the
treatment of essential tremor and a topical GEL product which may be
commercialized as an OTC treatment for mild psoriasis.
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, 2009. 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