UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 (Commission File Number) (IRS Employer
of incorporation) 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))
On September 1, 2005, Manhattan Pharmaceuticals, Inc. filed a Current Report on
Form 8-K under Item 3.02 relating to the unregistered sale of equity securities
pursuant to a private placement offering. This Current Report on Form 8-K/A
amends and restates the Form 8-K filed on September 1, 2005 to provide corrected
information relating to the amount of securities sold under the Offering (as
defined below) and additional information relating to the Company and the
Offering.
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 10,808,971 shares of
common stock and five-year warrants to purchase 2,161,767 shares for total gross
proceeds of approximately $12 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 $13.27 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 $839,860, 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 were attached hereto as Exhibits
4.1, 4.2 and 10.1, respectively to the Form 8-K filed on September 1, 2005, and
are incorporated herein by reference. The Company's press release dated August
30, 2005 announcing the private placement discussed above is also attached as
Exhibit 99.1 to the Form 8-K filed on September 1, 2005 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
September 1, 2005, the Company had 59,413,271 shares of its common stock issued
and outstanding. On September 1, 2005, the Company's shareholder equity was
approximately $11,786,000.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
4.1 Form of Warrant issued to investors under the Offering. (Incorporated
herein by reference to Exhibit 4.1 to Registrant's Report on Form 8-K dated
August 26, 2005 and filed on September 1, 2005.)
4.2 Form of Placement Agent Warrant issued Paramount under the Offering.
(Incorporated herein by reference to Exhibit 4.2 to Registrant's Report on Form
8-K dated August 26, 2005 and filed on September 1, 2005.)
10.1 Form of Subscription Agreement with investors under the Offering.
(Incorporated herein by reference to Exhibit 10.1 to Registrant's Report on Form
8-K dated August 26, 2005 and filed on September 1, 2005.)
99.1 Press Release dated August 30, 2005. (Incorporated herein by
reference to Exhibit 99.1 to Registrant's Report on Form 8-K dated August 26,
2005 and filed on September 1, 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.
MANHATTAN PHARMACEUTICALS, INC.
Date: September 16, 2005 By: /s/ Nicholas J. Rossettos
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Nicholas J. Rossettos
Chief Financial Officer