Unassociated Document
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): March 8, 2010
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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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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48
Wall Street, Suite 1110
New
York, New York 10005
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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
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Entry
into a Material Definitive
Agreement.
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On March
8, 2010, Manhattan Pharmaceuticals, Inc. (the “Company” or "Manhattan") entered
into an Agreement and Plan of Merger (the "Merger Agreement") by
and among the Company, Ariston Pharmaceuticals, Inc., a Delaware corporation
("Ariston") and
Ariston Merger Corp., a Delaware corporation and wholly-owned subsidiary of the
Company (the "Merger
Sub"). Pursuant to the terms and conditions set forth in the
Merger Agreement, on March 8, 2010, the Merger Sub merged with and into Ariston
(the "Merger"),
with Ariston being the surviving corporation of the Merger. As a
result of the Merger, Ariston became a wholly-owned subsidiary of the
Company.
Under the
terms of the Merger Agreement, the consideration payable by the Company to the
stockholders and note holders of Ariston consists of the issuance of 7,062,423
shares of the Company's common stock, par value $0.001 per share, ("Common Stock") at
Closing (as defined in the Merger Agreement) plus the right to receive up
to an additional 24,718,481 shares of Common Stock (the “Milestone Shares”) upon
the achievement of certain product-related milestones described
below. In addition, the Company has reserved 38,630,723 shares of its
Common Stock for possible future issuance in connection with the conversion of
$15.45 million of outstanding Ariston convertible promissory
notes. The note holders will not have any recourse to the Company for
repayment of the notes (their sole recourse being to Ariston), but the note
holders will have the right to convert the notes into shares of the Company's
Common Stock at the rate of $0.40 per share. Further, the Company has
reserved 5,000,000 shares of its Common Stock for possible future issuance in
connection with the conversion of $1.0 million of an outstanding Ariston
convertible promissory note issued in satisfaction of a trade
payable. The note holder will not have any recourse to the Company
for repayment of the note (their sole recourse being to Ariston), but the note
holder will have the right to convert the note into shares of the Company's
Common Stock at the rate of $0.20 per share.
Upon the
achievement of the milestones described below, the Company would be obligated to
issue portions of the Milestone Shares to the former Ariston stockholders and
noteholders
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·
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Upon
the affirmative decision of the Company’s Board of Directors, provided
that such decision is made prior to March 8, 2011, to further develop the
AST-914 metabolite product candidate, either internally or through a
corporate partnership, the Company would issue 8,828,029 of the Milestone
Shares.
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·
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Upon
the acceptance by the FDA of the Company's filing of the first New Drug
Application for the AST-726 product candidate, the Company would issue
7,062,423 of the Milestone Shares.
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·
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Upon
the Company receiving FDA approval to market the AST-726 product candidate
in the United States of America, the Company would issue 8,828,029 of the
Milestone Shares.
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Certain
members of the Company's board of directors and principal stockholders of the
Company owned Ariston securities. Timothy McInerney, a director of
Manhattan, owned 16,668 shares of Ariston common stock which represented less
than 1% of Ariston’s outstanding common stock as of the closing of the
Merger. Neil Herskowitz, a director of Manhattan, indirectly owned
convertible promissory notes of Ariston with interest and principal in the
amount of $192,739. Michael Weiser, a director of Manhattan, owned
117,342 shares of Ariston common stock, which represented approximately 2.1% of
Ariston’s outstanding common stock as of the closing of the
Merger. Lindsay Rosenwald, a more than 5% beneficial owner of
Manhattan common stock, in his individual capacity and indirectly through trusts
and companies he controls owned 511,552 shares of Ariston common stock, which
represented approximately 9.2% of Ariston’s outstanding common stock as of the
closing of the Merger and indirectly owned convertible promissory notes of
Ariston in the amount of $141,438.
The
description of the Merger and Merger Agreement contained in this Current Report
on Form 8-K does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement filed as Exhibit 2.1 hereto,
which is incorporated herein by reference.
The
Merger Agreement has been included to provide investors with information
regarding its terms. Except for its status as a contractual document that
establishes and governs the legal relations among the parties thereto with
respect to the transactions described above, the Merger Agreement is not
intended to be a source of factual, business or operational information about
the parties. The Merger Agreement contains representations and
warranties made by the parties to each other regarding certain matters. The
assertions embodied in the representations and warranties are qualified by
information in confidential disclosure schedules that the parties have exchanged
in connection with signing the Merger Agreement. The disclosure schedules
contain information that modifies, qualifies and creates exceptions to the
representations and warranties. Moreover, certain representations and warranties
may not be complete or accurate as of a particular date because they are subject
to a contractual standard of materiality that is different from those generally
applicable to stockholders and/or were used for the purpose of allocating risk
among the parties rather than establishing certain matters as facts.
Accordingly, you should not rely on the representations and warranties as
characterizations of the actual state of facts at the time they were made or
otherwise.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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The
information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in response to this Item 2.01.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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In
connection with the Closing of the Merger, on March 8, 2010, Dr. Michael Weiser
and Malcolm Hoenlin resigned from the Company's Board of
Directors. Pursuant to the terms of the Merger Agreement, the Company
will appoint Malcolm Morville, PhD and David Shimko, each of whom was a director
of Ariston immediately prior to the Merger, to fill the vacancies on the
Company's Board of Directors created by the resignations of Dr. Weiser and Mr.
Hoenlin.
On March
12, 2010, the Company issued a press release announcing the completion of the
Merger described in Item 1.01. A copy of the press release is
attached as Exhibit
99.1.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Financial
statements of business acquired
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The
financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment to this Current Report on Form 8-K not later than 71 days from the
date that the initial report on Form 8-K must be filed.
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(b)
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Pro
Forma Financial Information
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The pro
forma financial statements required by Item 9.01(b) of Form 8-K will be filed by
amendment to this Current Report on Form 8-K not later than 71 days from the
date that the initial report on Form 8-K must be filed.
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2.1
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Agreement
and Plan of Merger by and among Manhattan Pharmaceuticals, Inc., Ariston
Pharmaceuticals, Inc. and Ariston Merger Corp. dated March 8,
2010.
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99.1
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Press
release issued by the Company on March 12,
2010.
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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: March 12,
2010
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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
Operating and Financial Officer
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