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): August 26, 2005
MANHATTAN
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-27282
|
36-3898269
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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)
(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
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
3.02. Unregistered Sales of Equity Securities.
Manhattan
Pharmaceuticals, Inc. (the “Company”) recently sold in a private placement
offering (the “Offering”) to accredited investors units of its securities
consisting of shares of common stock (“Shares”) and warrants to purchase
additional shares of common stock (“Warrants”). The private placement was
completed in two separate closings held on August 26, 2005 and August 30,
2005.
In the August 26 closing, the Company sold a total of 10,763,926 shares of
common stock and five-year warrants to purchase 2,152,758 shares for total
gross
proceeds of approximately $11.95 million. The warrants issued at the August
26
closing are exercisable at a price of $1.44 per share, which represented
approximately 110% of the average closing price of the Company's common stock
during the five trading days preceding such closing date. On August 30, 2005,
the Company sold an additional 1,108,709 shares of common stock and five-year
warrants to purchase 221,741 shares of common stock, which resulted in gross
proceeds of approximately $1.28 million. The warrants issued in connection
with
the August 30 closing are exercisable at a price of $1.49 per share, which
represented approximately 110% of the average closing price of the Company's
common stock during the five trading days preceding such closing date. The
total
gross proceeds resulting from the Offering was approximately $13.22 million,
before deducting selling commissions and expenses.
The
Company engaged Paramount BioCapital, Inc. as placement agent and, in connection
with the August 26 closing, paid total cash commissions of approximately
$836,360, of which approximately $121,625 was paid to certain selected dealers
engaged by Paramount in connection with the Offering. In connection with
the
August 26 closing, the Company also issued five-year warrants to purchase
an
aggregate of 538,196 shares of common stock exercisable at a price of $1.44
per
share, of which Paramount received warrants to purchase 459,932 common shares.
In connection with the August 30 closing, the Company paid cash commissions
to
Paramount of approximately $88,550 and issued an additional five-year warrant
to
purchase 55,000 common shares at a price of $1.49 per share (collectively
with
the warrants issued to Paramount and the selected dealers in the August 26,
2005
closing, the “Placement Agent Warrants”). The Company is also required to
reimburse Paramount up to $75,000 for accountable expenses incurred in
connection with the Offering.
Pursuant
to the Offering, the Company agreed to use its best efforts to (i) file a
registration statement covering the resale of the Shares and the common stock
issuable upon exercise of the Warrants and Placement Agent Warrants within
30
days of the final closing date under the Offering, and (ii) cause the
registration statement to be effective within 120 days after such final closing
date.
Neither
the Shares, Warrants or Placement Agent Warrants sold and issued in the private
placement (including the shares of common stock issuable upon exercise of
the
Warrants or Placement Agent Warrants), were registered under the Securities
Act
and therefore may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. For
these issuances, the Company relied on the exemption from federal registration
under Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder,
based on the Company’s belief that the offer and sale of the Shares, Warrants
and Placement Agent Warrants did not involve a public offering as each investor
was “accredited” and no general solicitation was involved in the Offering. The
forms of Warrant, Placement Agent Warrant and Subscription Agreement used
in the
Offering are attached hereto as Exhibits 4.1, 4.2 and 10.1, respectively,
and
are incorporated herein by reference. Additionally, the Company’s press release
dated August 30, 2005 announcing the private placement discussed above is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
8.01 Other
Events.
As
a
result of the Company’s private placement described under Item 3.02 above, the
Company’s remaining outstanding shares of Series A Convertible Preferred Stock
(the “Series A Preferred”) automatically converted into shares of the Company’s
common stock in accordance with the terms of the Certificate of Designation
relating to the Series A Preferred. Section 4(d) of the Certificate of
Designation provided that the Series A Preferred would automatically convert
into shares of common stock at the then applicable conversion price at such
time
as the Company completed a financing resulting in gross proceeds of at least
$10
million at a pre-money valuation of at least $30 million. As of August 26,
2005,
there were 729,626 shares of the Series A Preferred outstanding and the
applicable conversion price of the Series A Preferred was $1.10, meaning
that,
at such date, each share of Series A Preferred was convertible into 9.0909
shares of the Company’s common stock. Accordingly, upon the closing of the
Company’s recently-completed private placement, all of the then outstanding
shares of Series A Preferred automatically converted into an aggregate of
6,632,957 shares of the Company’s common stock. In accordance with the terms of
the Series A Preferred, no additional shares of Series A Preferred are
authorized for issuance.
As
a
result of the issuances of common stock in the private placement described
in
Item 3.02 above and the automatic conversion of the Series A Preferred, as
of
August 31, 2005, the Company had 59,366,298 shares of its common stock issued
and outstanding.
Item
9.01. Financial Statements and Exhibits.
| |
4.1 |
Form
of Warrant issued to investors under the
Offering.
|
| |
4.2 |
Form of Placement Agent Warrant
issued
Paramount under the Offering. |
| |
10.1 |
Form of Subscription Agreement
with investors
under the Offering. |
| |
99.1 |
Press Release dated August 30,
2005. |
Exhibit
Index
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Exhibit
No.
|
|
Description |
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|
|
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4.1
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Form
of Warrant issued to investors under the Offering.
|
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|
|
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4.2
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Form of Placement Agent Warrant issued
Paramount under the Offering. |
| |
|
|
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10.1
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Form of Subscription Agreement with
investors
under the Offering. |
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|
|
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99.1
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|
Press Release dated August 30,
2005. |
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:
September 1, 2005 |
By: |
/s/
Douglas Abel |
| |
Douglas
Abel |
| |
President
and Chief Executive Officer |