UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 7, 2003
MANHATTAN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-27282 36-3898269
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
787 Seventh Avenue, 48th Floor
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 554-4525
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
As of November 5, 2003, the Registrant completed the private placement
of 1,000,000 shares of its newly-designated Series A Convertible Preferred Stock
("Preferred Stock") at a price of $10.00 per share, resulting in gross proceeds
of $10,000,000 before payment of placement agent commissions and offering
expenses. The offer and sale of the shares of Preferred Stock was made in
reliance on the exemption from the registration requirements provided by Section
4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated
thereunder. Pursuant to the terms of the Preferred Stock, each share of
Preferred Stock is convertible by the holders thereof into shares of the
Registrant's common stock at a conversion price of $1.10 per share, or
approximately 9.1 shares of common stock for each share of Preferred Stock. The
Preferred Stock also accrues dividends at the rate of 5 percent per annum
payable in semi-annual installments. The dividends are payable in additional
shares of Preferred Stock.
As compensation for the services of two selling agents in connection
with the private placement, the Registrant paid an aggregate of $700,000 in
commissions, plus $150,000 in non-accountable expenses. The Registrant also
issued 5-year warrants to the selling agents to purchase an aggregate of 909,091
shares of common stock exercisable at a price of $1.10 per share.
The Registrant's press release dated November 10, 2003, which is
attached to this Current Report on Form 8-K as Exhibit 99.1, is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Company's press release dated November 10, 2003.
SIGNATURES
Pursuant to the requirements of the Securities and 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: November 14, 2003 By: /s/ Nicholas J. Rossettos
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Nicholas J. Rossettos
Chief Operating Officer and Chief Financial
Officer
2
EXHIBIT INDEX
99.1 Registrant's Press Release dated November 10, 2003.