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CUSIP
No. 563118207
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SCHEDULE
13D
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Page 1 of
7 Pages
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment
No. 2)*
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Manhattan Pharmaceuticals,
Inc.
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(Name
of Issuer)
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Common Stock, par value $0.001 per
share
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(Title
of Class of Securities)
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563118207
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(CUSIP
Number)
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James
E. Dawson, Esq., Nutter, McClennen & Fish LLP
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155 Seaport Blvd, Boston, MA
02210
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
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Communications)
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September 21, 2010
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(Date
of Event Which Requires Filing of This
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box .
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
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(1)
Names of reporting persons
Nordic Biotech Venture Fund II
K/S
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(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
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(3)
SEC use only
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(4)
Source of Funds (See Instructions)
00
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(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
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(6)
Citizenship or place of organization
Denmark
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Number
of shares
beneficially
owned by
each
reporting person
with:
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(7)
Sole voting power:
0
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(8)
Shared voting power:
216,666,666
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(9)
Sole dispositive power:
0
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(10)
Shared dispositive power:
216,666,666
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(11)
Aggregate amount beneficially owned by each reporting person:
216,666,666
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(12)
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
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(13)
Percent of class represented by amount in Row 11:
64.2%
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(14)
Type of reporting person (see instructions):
PN
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(1)
Names of reporting persons
Nordic Biotech General Partner
II
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(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
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(3)
SEC use only
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(4)
Source of Funds (See Instructions)
00
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(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
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(6)
Citizenship or place of organization
Denmark
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Number
of shares beneficially owned by each reporting person
with:
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(7)
Sole voting power:
0
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(8)
Shared voting power:
216,666,666
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(9)
Sole dispositive power:
0
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(10)
Shared dispositive power:
216,666,666
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(11)
Aggregate amount beneficially owned by each reporting person:
216,666,666
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(12)
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
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(13)
Percent of class represented by amount in Row 11:
64.2%
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(14)
Type of reporting person (see instructions):
PN
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(1)
Names of reporting persons
Christian Hansen
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(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
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(3)
SEC use only
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(4)
Source of Funds (See Instructions)
00
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(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
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(6)
Citizenship or place of organization
Denmark
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Number
of shares beneficially owned by each reporting person
with:
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(7)
Sole voting power:
0
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(8)
Shared voting power:
216,666,666
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(9)
Sole dispositive power:
0
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(10)
Shared dispositive power:
216,666,666
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(11)
Aggregate amount beneficially owned by each reporting person:
216,666,666
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(12)
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
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(13)
Percent of class represented by amount in Row 11:
64.2%
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(14)
Type of reporting person (see instructions):
IN
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(1)
Names of reporting persons
Florian Schönharting
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(2)
Check the appropriate box if a member of a group (see
instructions)
(a)
(b)
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(3)
SEC use only
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(4)
Source of Funds (See Instructions)
00
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(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or 2(e)
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(6)
Citizenship or place of organization
Denmark
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Number
of shares beneficially owned by each reporting person
with:
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(7)
Sole voting power:
0
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(8)
Shared voting power:
216,666,666
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(9)
Sole dispositive power:
0
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(10)
Shared dispositive power:
216,666,666
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(11)
Aggregate amount beneficially owned by each reporting person:
216,666,666
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(12)
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions)
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(13)
Percent of class represented by amount in Row 11:
64.2%
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(14)
Type of reporting person (see instructions):
IN
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This Amendment No. 2 amends and
supplements, as set forth below, the information contained in Items 3 and 5 of
the Schedule 13D that was originally filed with the Securities and Exchange
Commission (the “SEC”) by Nordic Biotech Venture Fund II K/S (“Nordic”) on March
5, 2008, as amended by Amendment No. 1 filed with the SEC by Nordic, Nordic
Biotech General Partner II, Christian Hansen and Florian Schönharting (the
“Reporting Persons”) on April 28, 2010 (the “Schedule 13D”). Capitalized terms
used but not otherwise defined in this Amendment No. 2 are used with the
meanings ascribed to them in the Schedule 13D. Except as amended by this
Amendment No. 2, all information contained in the Schedule 13D is, after
reasonable inquiry and to the best of Nordic’s knowledge and belief, true,
complete and correct as of the date of this Amendment No. 2.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented by adding the
following to the existing disclosure:
In early July 2010, the Limited
Partnership was critically short of cash (with less than $25,000 in its
accounts). Without additional cash, the Limited Partnership was unable to
continue its development of Hedrin and risked insolvency. Therefore, Nordic
delivered a written notice to the Company for a $500,000 capital increase to the
Limited Partnership. The Company was either unable or unwilling to join in the
requested capital contribution and make its share of the contribution. As a
result, Nordic made the entire $500,000 capital contribution. As reported
in the Company’s Quarterly report on Form 10-Q for the quarter ended June 30,
2010, the Company took the position that it did “not regard either the notice or
the capital contribution as being properly made as per the agreements between
Nordic and the Company” and that the “Company reserved its right to make its pro
rata share of the capital contribution, but has not yet determined whether to
make the capital contribution or not.” The Company took these positions despite
the critical need to fund the Limited Partnership. Subsequently, however, the
Company notified Nordic that the Limited Partnership could accept the $500,000
capital contribution.
Under the terms of the Limited
Partnership Agreement, the Company is no longer entitled to participate pro rata
in the capital contribution. Establishing the valuation of the
Limited Partnership for purposes of determining the additional partnership
interest that Nordic will receive for its $500,000 capital contribution has not
yet occurred. For the reasons Nordic has expressed to the Company, Nordic
believes that the valuation will be low and that the Company’s proportionate
interest in the Limited Partnership will be materially diluted.
Nordic believes that in order for the
Limited Partnership to successfully commercialize Hedrin significantly more cash
will be required, likely in excess of $5 million. Based upon the
working capital deficit of more than $3 million reported by the Company as of
June 30, 2010, Nordic is concerned about the ability of the Company to make
future capital contributions to the Limited Partnership and participate in the
continued development of Hedrin in North America.
Nordic has informed the Company that
Nordic plans at the next meeting of the board of directors of the general
partner of the Limited Partnership to approve the termination of the Services
Agreement entered into between the Company and the Limited Partnership dated
February 25, 2008 under which the Company was to provide certain administrative
and management services to the Limited Partnership in connection with its
development activities. Nordic will also request the Limited Partnership to
retain all rights to make any necessary claims against the Company related to
its prior service obligations.
Item
5. Interest in Securities of the Issuer.
Item 5 is amended by deleting section
(a) and inserting the following in lieu thereof:
(a) Assuming
that the base share price of the Common Stock issued in the March Private
Placement was $.03, each of the Reporting Persons beneficially owns an aggregate
of 216,666,6661 shares
of Common Stock of the Company, representing 64.2%2
of the total issued and outstanding shares of Common
Stock.
1 Nordic
Biotech General Partner II (the “General Partner”) is the managing partner of
Nordic Biotech Venture Fund II K/S (the “Fund”), and by reasons of the
provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended,
may be deemed to be the beneficial owner of the shares held by the Fund. The
General Partner disclaims beneficial ownership of the securities held by the
Fund, except to the extent of its pecuniary interest therein. Each of Christian
Hansen and Florian Schönharting is a principal of the Fund and of the General
Partner. Each of Messrs. Hansen and Schönharting disclaim beneficial ownership
of the securities held by the Fund except to the extent of their pecuniary
interest therein.
2 Based
on 120,965,260 shares of Common Stock outstanding as of August 13, 2010, plus
the additional 183,333,333 shares Nordic would receive if it exercised the Put
Option immediately and the 33,333,333 shares of the Common Stock Nordic would
receive if the Warrant is exercised.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and
correct.
Dated: September
22, 2010
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NORDIC
BIOTECH VENTURE FUND II K/S
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By:
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/s/ Christian Hansen*
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Name:
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Christian
Hansen
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Title:
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Principal
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By:
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/s/ Florian
Schönharting*
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Name:
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Florian
Schönharting
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Title:
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Principal
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NORDIC
BIOTECH GENERAL PARTNER II
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By:
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/s/ Christian Hansen*
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Name:
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Christian
Hansen
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Title:
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Principal
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By:
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/s/ Florian
Schönharting*
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Name:
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Florian
Schönharting
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Title:
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Principal
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/s/ Christian Hansen*
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Christian
Hansen
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/s/ Florian
Schönharting*
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Florian
Schönharting
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By:
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/s/ James E. Dawson
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James
E. Dawson, as
attorney-in-fact
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