Attached files
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| EX-99.1 - TG THERAPEUTICS, INC. | v207699_ex99-1.htm |
| EX-10.1 - TG THERAPEUTICS, INC. | v207699_ex10-1.htm |
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): January 4, 2011
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. Entry into a Material Definitive Agreement and
Item
1.02. Termination of a Material Definitive Agreement
On
January 4, 2011 Manhattan Pharmaceuticals, Inc. (the “Company”) entered into
settlement and release agreement (the “Settlement and Release Agreement”) with
Nordic Biotech Venture Fund II K/S (“Nordic”) and H Pharmaceuticals K/S (the
"Joint Venture"). The Company and Nordic are partners in the Joint
Venture for the development and commercialization in North America of Hedrin™, a
non-pesticide, one-hour, treatment for pediculosis (head lice). As
previously reported, the Company and Nordic have had various disputes relating
to the Joint Venture and to Nordic’s option to purchase Company common stock in
exchange for a portion of Nordic’s interest in the Joint Venture (the "Put
Right"), and Nordic’s warrant to purchase Company common stock (the
"Warrant”). The Settlement and Release Agreement resolves all
disputes between the Company, on the one hand, and Nordic and the Joint Venture,
on the other.
The
principal terms of the Settlement and Release Agreement are:
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·
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The
Put Right has been terminated. The Company believed the Put
Right permitted Nordic to become the owner, upon exercise of the Put
Right, of 71,428,571 shares of the Company’s common
stock. Nordic asserted that the Put Right would have permitted
Nordic to become the owner of 183,333,333 shares of the Company’s common
stock.
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·
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The
Warrant has been terminated. The Company believed the Warrant
covered 14,285,714 shares of the Company’s common stock. Nordic
asserted that the Warrant covered 33,333,333 shares of the Company’s
common stock.
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·
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Nordic
was required to make an additional, non-dilutive capital contribution to
the Joint Venture of $1,500,000, which includes $300,000 contributed to
the Joint Venture by Nordic on December 15,
2010.
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·
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The
Joint Venture will pay to the Company a settlement amount of $500,000,
less any "Excess Payment" (defined below), in two
installments. The first installment of $100,000 is due within
five (5) business days of the execution of the Settlement and Release
Agreement and the second installment of $400,000 is due within five (5)
business days after the Company has received written evidence that the
holders of the Company’s 12% Secured Notes, $1,315,000 of which
has matured and is now past due, have either converted the 12%
Secured Notes into shares of equity securities of the Company prior to
December 31, 2011or agreed to extend the maturity of the 12% Secured Notes
to December 31, 2011 by such date. An "Excess Payment" is the
amount by which Nordic’s and the Joint Venture’s reasonable out-of-pocket
legal and other costs incurred with respect to the Settlement and Release
Agreement, including any challenge to the enforceability of the Settlement
and Release Agreement, including in a bankruptcy proceeding, exceed
$70,000.
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·
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The
Company’s equity interest in the Joint Venture is reduced to 15%, and
further reductions in the Company’s equity interest are possible if and
when Nordic makes additional capital contributions to the Joint
Venture. In no event shall capital contributions by Nordic
reduce the Company's ownership in the Joint Venture below
5%.
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2
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·
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The
Joint Venture will pay $75,000 to the Company under the Services
Agreement, dated February 21, 2008, and that Services Agreement is
terminated.
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·
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The
Joint Venture Agreement, dated January 31, 2008, as amended on February
18, 2008, and as further amended by an Omnibus Amendment on June 9, 2008,
between Manhattan and Nordic; the Shareholders’ Agreement, dated February
21, 2008, as amended by an Omnibus Amendment on June 9, 2008, with respect
to the Joint Venture, and the Registration Rights Agreement, dated
February 25, 2009, are terminated.
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·
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The
Limited Partnership Agreement, dated February 21, 2008, as amended by an
Ominibus Amendment on June 9, 2008, with respect to the Joint Venture, has
been consolidated and amended on the terms described above to include some
of the terms described above. In addition, under the new
consolidated and amended limited partnership agreement, Manhattan has no
right to participate in the management of the Joint Venture or its Hedrin
assets and limited rights of a minority
Partner.
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·
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Messrs. Michael G. McGuinness and
Douglas Abel resigned from the Board of Directors of the Joint
Venture.
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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: January 10,
2011
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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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Exhibits.
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Exhibit
No.
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Description
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10.1
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SETTLEMENT
AND RELEASE AGREEMENT dated January 4, 2011
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99.1
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Press
Release Issued January 10,
2011
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3