Unassociated Document
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)
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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 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
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99.1
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Press
release issued by the Company on March 4,
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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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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