Attached files
file | filename |
---|---|
8-K - TG THERAPEUTICS, INC. | v207699_8-k.htm |
EX-10.1 - TG THERAPEUTICS, INC. | v207699_ex10-1.htm |
Manhattan
Pharmaceuticals Announces Entry into Settlement and Release Agreement with
Nordic Biotech
Settlement
and Release Agreement Resolves Disagreements Concerning H Pharmaceuticals Joint
Venture, Provides Non-dilutive Funding, and Improves Capital
Structure
NEW YORK, NY JAN 10, 2011 –
Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN) announced that on January 4, 2011,
the company entered into a settlement and release agreement with Nordic Biotech
Fund II K/S and H Pharmaceuticals K/S. Manhattan Pharmaceuticals and
Nordic are partners in the H Pharmaceuticals joint venture for the development
and commercialization of Hedrin®, a non-pesticide treatment for head
lice. The joint venture currently owns the rights to Hedrin in North
America and is developing it as a medical device in the United
States. The settlement and release agreement resolves all previously
announced disagreements and disputes between Manhattan Pharmaceuticals and
Nordic relating to the joint venture.
The
principal terms of the settlement and release agreement are:
·
|
Nordic’s
put right representing a disputed number of shares of Manhattan
Pharmaceuticals common stock has been
terminated.
|
·
|
Nordic’s
warrant to purchase a disputed number of shares of Manhattan
Pharmaceuticals common stock has been
terminated.
|
·
|
Nordic
has made an additional, non-dilutive capital contribution of $1.5M to the
joint venture to ensure continued development of
Hedrin.
|
·
|
The
joint venture will pay to Manhattan Pharmaceuticals $575,000, $175,000
currently and the remainder subject to certain terms and
conditions.
|
·
|
Manhattan
will retain an equity interest in the joint venture, which is currently
15%, but is subject to adjustment related to future capital
contributions.
|
·
|
Manhattan
Pharmaceuticals will no longer have operational responsibilities in the
joint venture or a seat on its governing
board.
|
A more
detailed overview of the settlement and release agreement is included in the
company’s Form 8-K as filed with the Securities and Exchange Commission on
January 10, 2011.
“We
are pleased to have resolved our disagreements with Nordic,” said Michael G.
McGuinness, Chief Operating and Financial Officer for Manhattan Pharmaceuticals,
Inc. “The transaction benefits Manhattan through the cash payments,
reduction of the overhang of the disputed warrant and put right amounts, and
allows us to retain a meaningful equity interest the Hedrin asset.”
About
Manhattan Pharmaceuticals, Inc.
Manhattan
Pharmaceuticals, Inc. is a specialty healthcare product company focused on the
development and commercialization of innovative treatments for underserved
patient populations. The company is currently focused on two
programs: AST-726, a nasally delivered vitamin B12
remediation treatment, and AST-915, an orally delivered product candidate for
the treatment of essential tremor. The company also owns rights to a
topical GEL product which may be commercialized as an OTC treatment for mild
psoriasis.
Note
Regarding Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements involve risks and uncertainties
that could cause Manhattan Pharmaceuticals, Inc.'s actual results to differ
materially from the anticipated results and expectations expressed in these
forward-looking statements. These statements are often, but not always, made
through the use of words or phrases such as "intends," "anticipates,"
"expects," "plans," "believes," "intends," "will," and similar words or phrases.
These statements are based on Manhattan Pharmaceuticals, Inc.'s current
expectations, forecasts and assumptions, which are subject to risks and
uncertainties, which could cause actual outcomes and results to differ
materially from these statements. Among other things, that any clinical study will be
completed or will return positive results. Other risks that may affect
forward-looking information contained in this press release include the
company's extremely limited capital resources, the risk that the results
of clinical trials may not support the company's or its joint venture's
claims, the risk that the company's product candidates may not achieve market
acceptance in North America or elsewhere, the company's reliance on third-party
researchers to develop its product candidates, availability of patent
protection, the risk that sufficient capital may not be available to develop and
commercialize the company's product candidates, and the company's lack of
experience in developing and commercializing pharmaceutical products. Additional
risks are described in the company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended December
31, 2009. Manhattan Pharmaceuticals, Inc. assumes no
obligation to update these statements, whether as a result of new information,
future events, or otherwise, except as required by law.
Contact
Manhattan
Pharmaceuticals, Inc.
Michelle
Y. Carroll, Vice President,
Corporate Development
(212)
582-3950