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CUSIP
No. 563118207
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SCHEDULE
13D
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Page 1 of
8 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. 3)*
Manhattan
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
563118207
(CUSIP
Number)
James E.
Dawson, Esq., Nutter, McClennen & Fish LLP
155
Seaport Blvd, Boston, MA 02210
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
January
4, 2011
(Date of
Event Which Requires Filing of This Statement)
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:
0
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(9) Sole dispositive
power:
0
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(10) Shared dispositive
power:
0
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(11) Aggregate amount beneficially
owned by each reporting person
0
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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:
0%
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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:
0
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(9) Sole dispositive
power:
0
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(10) Shared dispositive
power:
0
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(11) Aggregate amount beneficially
owned by each reporting person:
0
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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:
0%
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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:
0
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(9) Sole dispositive
power:
0
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(10) Shared dispositive
power:
0
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(11) Aggregate amount beneficially
owned by each reporting person:
0
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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:
0%
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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:
0
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(9) Sole dispositive
power:
0
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(10) Shared dispositive
power:
0
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(11) Aggregate amount beneficially
owned by each reporting person
0
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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:
0%
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(14) Type of reporting person (see
instructions):
IN
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This Amendment No. 3 amends and
supplements, as set forth below, the information contained in Items 3, 4, 5 and
7 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, and as further amended by Amendment No.
2 filed with the SEC by the Reporting Persons on September 22, 2010 (the
“Schedule 13D”). Capitalized terms used but not otherwise defined in this
Amendment No. 3 are used with the meanings ascribed to them in the Schedule 13D.
Except as amended by this Amendment No. 3, all information contained in the
Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and
belief, true, complete and correct as of the date of this Amendment No.
3.
Item
3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented by adding the
following to the existing disclosure:
On
January 4, 2011, Nordic, the Company and the Limited Partnership entered into a
Settlement and Release Agreement. Nordic and the Company were each parties to
the Joint Venture Agreement related to the development and commercialization in
North America of Hedrin™, a non-pesticide, one-hour, treatment for pediculosis
(head lice). Nordic and the Company have had various disputes relating to the
Limited Partnership and Nordic’s option to purchase Company common stock in
exchange for a portion of Nordic’s interest in the Limited Partnership (the “Put
Right”), and Nordic’s warrant to purchase Company common stock (the “Warrant”).
The Settlement and Release Agreement resolves all disputes between the Company,
on the one hand, and Nordic and the Limited Partnership, on the
other.
In
accordance with the principal terms of the Settlement and Release
Agreement:
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The
Put Right and Warrant have been terminated. Accordingly, Nordic no longer
has any right to purchase shares of common stock of the Company. Nordic
believes that the Put Right would have permitted Nordic to become the
owner of 183,333,333 shares of the Company’s common stock, and the Warrant
would have entitled Nordic to purchase 33,333,333 shares of the Company’s
Common Stock.
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·
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Nordic
made an additional capital contribution to the Limited Partnership of
$1,500,000, which includes $300,000 contributed to the Limited Partnership
by Nordic on December 14, 2010.
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·
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The
Company’s equity interest in the Limited Partnership was reduced to 15%,
and further reductions in the Company’s equity interest are possible if
and when Nordic makes additional capital contributions to the Limited
Partnership. Capital contributions by Nordic will not reduce
the Company's ownership in the Limited Partnership below
5%.
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The
Limited Partnership agreed to pay the Company a settlement amount of
$500,000, less any Excess Payment (defined below), in two
installments. The first installment of $100,000 has been paid
and the second installment of $400,000 is due within five (5) business
days after the Company has received written evidence that the holders of
the Company’s 12% Secured Notes, $1,315,000 of which has matured and
is now past due, have either converted the 12% Secured Notes into shares
of equity securities of the Company prior to December 31, 2011or agreed to
extend the maturity of the 12% Secured Notes to December 31, 2011 by such
date. An "Excess Payment" is the amount by which Nordic’s and
the Limited Partnership’s reasonable out-of-pocket legal and other costs
incurred with respect to the Settlement and Release Agreement, including
any challenge to the enforceability of the Settlement and Release
Agreement, including in a bankruptcy proceeding, exceed
$70,000.
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·
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The
Limited Partnership has paid $75,000 to the Company under the Services
Agreement, dated February 21, 2008, and that Services Agreement is
terminated.
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·
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The
Joint Venture Agreement, dated January 31, 2008, as amended on February
18, 2008, and as further amended by an Omnibus Amendment on June 9, 2008,
between the Company and Nordic; the Shareholders’ Agreement, dated
February 21, 2008, as amended by an Omnibus Amendment on June 9, 2008,
with respect to the Limited Partnership; and the Registration Rights
Agreement, dated February 25, 2009, were
terminated.
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·
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The
Limited Partnership Agreement, dated February 21, 2008, as amended by an
Omnibus Amendment on June 9, 2008, has been consolidated and amended to
include new and modified terms, some of which are described
above. In addition, under the new consolidated and amended
limited partnership agreement, the Company has no right to participate in
the management of the Limited Partnership or its Hedrin assets and has
limited rights of a minority
Partner.
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·
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Messrs.
Michael G. McGuinness and Douglas Abel resigned from the Board of
Directors of the Limited
Partnership.
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Item
4. Purpose of Transaction.
Item 4 is
amended by deleting the item in its entirety and inserting the following in lieu
thereof:
Not
applicable.
Item
5. Interest in Securities of the Issuer.
Item 5 is amended by deleting sections
(a) through (c) and inserting the following in lieu thereof:
(a) None
of the Reporting Persons beneficially own any shares of Common Stock of the
Company, representing 0% of the total issued and outstanding shares of Common
Stock.
(b) None
of the Reporting Persons have or will have sole power to vote or to direct the
vote of, or sole power to dispose or direct the disposition of any shares of
Common Stock of the Company.
(c) Other
than the transaction reported in Item 4 of this Schedule 13D/A, the Reporting
Persons have not effected any transaction in the Common Stock of the Company in
the past 60 days.
Item
7. Material to be Filed as Exhibits.
The
Settlement and Release Agreement is filed as Exhibit 1 to this Schedule 13D/A by
incorporation by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed on January 10, 2011.
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: January
24, 2011
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NORDIC
BIOTECH VENTURE FUND II K/S
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By:
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/s/ Christian Hansen* | |
| Name: Christian Hansen | |||
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Title:
Principal
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| By: | /s/ Florian Schönharting* | ||
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Name:
Florian Schönharting
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Title:
Principal
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NORDIC
BIOTECH GENERAL PARTNER II
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| By: | /s/ Christian Hansen* | ||
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Name:
Christian Hansen
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Title:
Principal
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| By: | /s/ Florian Schönharting* | ||
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Name:
Florian Schönharting
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Title:
Principal
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| /s/ Christian Hansen* | |||
| Christian Hansen | |||
| /s/ Florian Schönharting* | |||
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Florian
Schönharting
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| /s/ James E. Dawson | |||
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James
E. Dawson, as attorney-in-fact
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