Manhattan Pharmaceuticals Inc - Current report filing (8-K)
February 28 2008 - 2:43PM
Edgar (US Regulatory)
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): February 22, 2008
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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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810
Seventh Avenue, 4th Floor
New
York, New York 10019
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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))
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Item
1.01
Entry
into a Material Definitive Agreement.
On
February 25, 2008, Manhattan Pharmaceuticals, Inc. (the "Company") closed on
its
previously disclosed Joint Venture Agreement with Nordic Biotech Venture Fund
II
K/S ("Nordic") to develop and commercialize Hedrin
™
,
the
Company's novel, non-insecticide treatment for head lice for the North American
market. In connection with the closing, the Company entered into an Assignment
and Transfer Agreement, assigning its North American rights to Hedrin to the
joint venture created pursuant to the joint venture agreement, and received
from
the joint venture a $2.0M cash payment and $2.5M of the joint venture's equity.
The joint venture has been named Hedrin Pharmaceuticals K/S. On February 25,
2008, the Company received an upfront payment of $150,000 from
Nordic.
Under
the
Joint Venture Agreement, in accordance with a milestone expected to be achieved
on April 30, 2008, Nordic has the right to receive, on such date, a Warrant
to
purchase approx 7.1 million shares of the Company's common stock at $0.14 per
share.
Also,
in
connection with the closing, the Company entered into a Services Agreement
with
the joint venture, whereby the Company will manage the day-to-day operations
of
the joint venture in consideration of a payment of $527,000 per year. In
addition, the Company entered into a Registration Rights Agreement with Nordic,
whereby the Company agreed to register 125% of the shares of Company common
stock underlying the put/call features of the Joint Venture Agreement and the
Warrant which may be issued to Nordic.
Further,
the Company entered into a Shareholders' Agreement with Nordic and the joint
venture which governs the management and governance of the joint venture,
including that in many circumstances the chairman of the board, who is appointed
by Nordic, has the deciding vote in the event that the joint ventures'
four-member board (two of whom are designated by each of Nordic and the Company)
are deadlocked.
Also
in
connection with the closing, the Company and Nordic executed an Amendment to
the
Joint Venture Agreement, wherein the following modifications were made to the
Company’s call option for all or a portion of Nordic’s equity interest in the
joint venture: (i) the per share price at which the Company can begin to
exercise its call rights has been increased to $1.40 per share, from $1.05
per
share; and (ii) the amount that Nordic is required to pay to the Company in
the
event that Nordic refuses the Company’s call has been decreased to $1.5 million,
from $2 million.
Under
the
Joint Venture Agreement, the Company is required to nominate a person identified
by Nordic to the Company's Board of Directors.
On
February 27, 2008, the company issued a press release concerning the closing
of
these transactions with Nordic and the joint venture, a copy of which is
attached hereto as Exhibit 99.1.
Item
3.01
Notice
of delisting or Failure to Satisfy a Continued Listing Rule or Standard:
Transfer of Listing.
On
February 22, 2008, Manhattan Pharmaceuticals, Inc. formally notified the
American Stock Exchange (the “Exchange”) that it intends to voluntarily delist
its common stock from the Exchange. This action was approved by the Company's
Board of Directors on February 21, 2008.
On
February 22, 2008, the company issued a press release disclosing its intention
to voluntarily delist its common stock from the Exchange, a copy of which is
attached hereto as Exhibit 99.1.
Item
9.01
Financial Statements and Exhibits
Exhibit
No.
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Description
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99.1
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Press
Release issued February 27, 2008.
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99.1
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Press
Release issued February 22, 2008.
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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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Date:
February 28, 2008
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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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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
99.2
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Press
Release issued February 27, 2008
Press
Release issued February 22, 2008
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