Manhattan
Pharmaceuticals, Inc.
48
Wall Street
New
York, NY 10005
January
12, 2010
VIA
EDGAR AND FAX
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Securities
and Exchange Commission
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Division
of Corporation Finance
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Fax
(202) 772-9198
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Re:
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Manhattan
Pharmaceuticals, Inc.
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Form
10-K for the Fiscal Year Ended December 31, 2008
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Filed
on March 31, 2009
File
No. 001-32639
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Dear
Mr. Rosenberg:
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On behalf
of Manhattan Pharmaceuticals, Inc. (the "Company"), the following are our
responses to the comments of the Staff of the Division of Corporation Finance
(the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in your
letter (the “Comment
Letter”) dated December 29, 2009. The Staff’s comments have
been retyped in italics below, and are followed by our responses.
Item
9A(T). Controls and Procedures, page 52
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1.
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Your
CEO and CFO concluded that the “disclosure controls and procedures were
effective as of that date in alerting them on a timely basis” to
information that is required to be disclosed. Your interim
Forms 10-Q contain similar language. This conclusion does not
appear to satisfy Item 307 of Regulation S-K and Rule 13a-15(e) under the
Exchange Act. Rule 13a-15(e) states that disclosure controls
and procedures should ensure that information required to be disclosed “is
recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms.” Please confirm
that the disclosure controls and procedures ensure that information
required to be disclosed is recorded, processed, summarized and reported
within the time periods specified in the Commission’s rules and
procedures. If you are unable to confirm this
statement,
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●
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Please
provide further explanation including a description of any weaknesses that
prevented
the CEO and CFO from concluding that the disclosure controls and procedures
were effective;
and
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●
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Amend
the Form 10-K to describe the
weaknesses.
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Manhattan
Pharmaceuticals, Inc.
Response
1
The
Company confirms that its disclosure controls and procedures were effective at
the reasonable assurance level to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms. The Company
will conform its disclosure in future SEC filings to disclose whether its
disclosure controls and procedures are effective at the reasonable assurance
level to ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms.
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2.
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It
is not clear what the intent is of your disclosure in the second
paragraph: “There can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.” Please revise to clarify that the disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives. In addition, please revise to
state, if true, that the controls and procedures are, in fact, effective
at the “reasonable assurance” level. Please refer to Section
II.F.4 of Management’s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Period Reports,
SEC Release No. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.html,
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Response
2
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The
intent of the Company’s disclosure was to convey that disclosure controls
and procedures no matter how well designed can provide only reasonable,
not absolute, assurance of achieving its objectives. The
Company confirms that its disclosure controls and procedures were
effective at the reasonable assurance level to ensure that information
required to be disclosed by the issuer in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and
forms. The Company acknowledges the staff’s comments and will
revise its disclosure to clarify that its disclosure controls and
procedures are designed to provide only reasonable assurance that such
disclosure controls and procedures will achieve their objectives in its
upcoming annual report on Form 10-K. In addition, the Company
will present the conclusions of its executive officers as to whether its
disclosure controls and procedures are effective at the reasonable
assurance level.
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Manhattan
Pharmaceuticals, Inc.
Exhibits 31.1 and
31.2
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3.
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Please
tell us why your executive certifications do not include the entire
introductory language of paragraph 4 of Item 601(b)(31) of Regulation S-K
to also address your officers’ responsibility for establishing and
maintaining internal control over your financial
reporting. This comment also applies to the certifications
filed for the quarterly periods ended March 31, 2009, June 30, 2009, and
September 30, 2009.
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Response
3
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The
Company inadvertently omitted the phrase "and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))" from its
executive certifications filed with its annual report on Form 10-K and its
quarterly reports on Form 10-Q for the periods ended March 31, 2009, June 30,
2009 and September 30, 2009. Such omission was
unintentional. The Company confirms that its executive officers are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant. The Company acknowledges the Staff's
comments and will include the phrase "and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))" in its
executive certificates in future filings.
*******
The
Company acknowledges that:
• the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• Staff
comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to the filing;
and
• the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
Please
call me at 212-492-8741 if there are any questions or further information is
required.
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Sincerely,
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/s/: Michael
McGuinness
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Michael
McGuinness
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Chief
Operating and Financial Officer
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