UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): May 22, 2014
 
MANHATTAN SCIENTIFICS, INC.
 (Exact name of registrant as specified in charter)

Delaware
 
000-28411
 
85-0460639
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(IRS Employer
 Identification No.)

The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York, 10174
 (Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code: (212) 541-2405
 
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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 7.01 Regulation FD Disclosure

On May 22, 2014, Manhattan Scientifics Inc. (the “Company”) released a statement regarding the expected shipment of its MRX IITM instrument to MD Anderson.  A statement regarding this shipment is attached hereto as Exhibit 99.1.
 
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.

This Form 8-K contains forward-looking statements, which are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. Management at the Company believes that purchase of its shares should be considered to be at the high end of the risk spectrum. Forward-looking statements speak only as of the date made and are not guarantees of future performance. We undertake no obligation to publicly update or revise any forward-looking statements.

Item 9.01      Financial Statements and Exhibits

Exhibit Number
 
Description
     
99.1
 
Statement dated May 22, 2014
 
 
2

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  MANHATTAN SCIENTIFICS, INC.  
       
Date: May 22, 2014
By:
/s/ Emmanuel Tsoupanarias  
New York, New York Name: Emmanuel Tsoupanarias  
  Title: Chief Executive Officer  
       
 
 
 
 
 
 3


EXHIBIT 99.1

Senior Scientific announces the first shipment of its MRX IITM instrument to MD Anderson
 
The company has completed the testing phase and has determined the instrument ready for shipping. The company intends to ship the instrument to the MD Anderson Cancer Center on May 27th, in furtherance of a collaboration announced earlier. The instrument uses proprietary PrecisionMRXTM nanoparticles and a patented techniques to make biomedical measurements never before possible. The technology is able to detect in vivo tumors as small as a few thousand cells, locate in three dimensions to within a half millimeter, and quantify changes in tumors. The technology was invented by Edward R. Flynn, PhD, with the support of multiple NIH grants. Manhattan Scientifics, Inc. (OTCQB: MHTX) acquired the company to commercialize this important new technology.
 
Senior Scientific has developed a generation of instruments that are suitable for making preclinical measurements in cancer research that are not possible with any other techniques. MD Anderson will collaborate with Senior Scientific in validating the technology in preclinical use. The technology can also enable significant advances in how cancer is detected and treated in people all of which subject to regulatory approval, verification, testing and adoption within the medical community.

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