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): October 28, 2009
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
3.02 Unregistered Sales of Equity Securities
On
October 28, 2009, Manhattan Pharmaceuticals, Inc. (the “Company”) entered
into a Subscription Agreement (the “Subscription
Agreement”) pursuant to which it sold a 12% Original Issue Discount
Senior Subordinated Convertible Debenture with a stated value of $400,000 (the
“Debenture”)
and a warrant (the “Warrant” and,
together with the Debenture, the “Securities”) to
purchase 2,222,222 shares of the Company’s common stock, par value $.001 par
value per share (“Common
Stock”). The Debenture is convertible into shares of Common
Stock at an initial conversion price of $0.09 per share, subject to adjustment,
or, in the event the Company issues new securities in connection with a
financing the Debenture may be converted into such new securities at a
conversion price equal to the purchase price paid by the purchasers of such new
securities. The Company may also, in its sole discretion, elect to
pay interest due under the Debenture quarterly in shares of Common Stock
provided such shares are subject to an effective registration
statement. The Debenture is subordinated to the Company’s outstanding
12% Senior Secured Promissory Notes in the principal amount of
$1,725,000. The Warrant is exercisable at an exercise price of $0.11
per share, subject to adjustment, prior to October 28, 2014. A copy
of the Subscription Agreement, Debenture and Warrant are filed herewith as
Exhibits 10.1, 10.2 and 10.3, respectively.
The
purchaser of the Securities represented that it was an “accredited investor,” as
that term is defined in Rule 501(a) of Regulation D under the Securities Act,
and the sale of the Securities 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 issuance of the Securities, the Company issued warrants
to purchase an aggregrate of 222,222 shares of Common Stock at
an exercise price of $0.11 per share to National Securities
Corporation, its placement agent, and certain of its designees (each of
whom represented that he, she or it was an “accredited investor” as that term is
defined in Rule 501(a) of Regulation D of the Securities Act) (each
a “Placement Agent
Warrant”) as compensation for its services. The form of Placement Agent
Warrant is filed herewith as Exhibit 10.4.
The
Company did not use any form of advertising or general solicitation in
connection with the sale of the Securities. The Securities and shares of Common
Stock issuable upon exercise or conversion thereof are non-transferable in the
absence of an effective registration statement under the Securities Act of 1933,
as amended, or an available exemption therefrom, and all certificates are
imprinted with a restrictive legend to that effect.
Item
8.01 Other Events.
As
previously disclosed in the Company’s Form 8-K filed with the Commission on
September 9, 2008, the Company has been involved in an
arbitration proceeding with Swiss Pharma Contract LTD (“Swiss Pharma”), a
clinical site that the Company used in one of its obesity trials. On September
5, 2008, the sole arbitrator in Switzerland rendered an award in favor of
Swiss Pharma, awarding to Swiss Pharma a total of approximately
$646,000. On October 27, 2009, the Company entered into a Settlement
Agreement and Mutual Release with Swiss Pharma pursuant to which it agreed to
pay Swiss Pharma $200,000 and issue Swiss Pharma an interest free promissory
note in the principal amount of $250,000 in full satisfaction of such
arbitration award.
Item
9.01 Financial Statements and Exhibits.
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Exhibits
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10.1
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Subscription
Agreement, dated October 28, 2009
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10.2
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12%
Original Issue Discount Senior Subordinated Convertible Debenture, dated
October 28, 2009
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10.3
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Warrant,
dated October 28, 2009
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10.4
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Form
of Placement Agent Warrant
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Forward
Looking Statements
This
Current Report on Form 8-K contains forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Forward-looking statements typically are identified by use of terms such
as "may," "will," "should," "plan," "expect," "anticipate," "estimate" and
similar words, although some forward-looking statements are expressed
differently. Forward-looking statements represent our management's judgment
regarding future events. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, the Company can
give no assurance that such expectations will prove to be correct. All
statements other than statements of historical fact included in this Current
Report on Form 8-K are forward-looking statements. The Company cannot guarantee
the accuracy of the forward-looking statements, and you should be aware that the
Company's actual results could differ materially from those contained in the
forward-looking statements due to a number of factors, including the statements
under "Risk Factors" contained in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2008 filed with the Securities and Exchange
Commission.
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: November 3,
2009
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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
Financial
Officer
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