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): May 22, 2015

Manhattan Bridge Capital, Inc.

(Exact Name of Registrant as Specified in Charter)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

This Current Report on Form 8-K is filed by Manhattan Bridge Capital, Inc. (the “Company”), in connection with the items set forth below.

Item 1.01          Entry into a Material Definitive Agreement

On May 22, 2015, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Aegis Capital Corp., acting as sole book-running manager (the “Underwriter”), for a firm commitment public offering (the “Public Offering”) of 1,015,000 common shares of the Company, par value $0.001 per share (the “Shares”). The price to the public in the Public Offering is $4.39 per Share and the Underwriter has agreed to purchase the Shares from the Company at a price of $4.0827 per common share. In addition, the Company granted the Underwriter a 45-day option to purchase up to an additional 152,250 common shares at the same price to cover over-allotments, if any. Under the terms of the Underwriting Agreement, the Company also issued warrants to the Underwriter to purchase up to a total of 50,750 common shares at a price of $5.4875 per share. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The gross proceeds to the Company from the Public Offering are approximately $4,460,000 before underwriting discounts and commissions and other estimated offering expenses. The Public Offering closed on May 29, 2015.

The Public Offering was made pursuant to an effective shelf registration statement on Form S-3 (SEC File No. 333-203678) that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 18, 2015 and a prospectus supplement, including the base prospectus included in the aforementioned registration statement, dated May 22, 2015.

The foregoing description of the offering and the Underwriting Agreement is not complete and is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 8.01.   Other Events.

On May 29, 2015, the Company issued a press release announcing the closing of the Public Offering. On May 22, 2015, the Company issued a press release announcing that it had priced the Public Offering. The press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.

Item 9.01          Financial Statements and Exhibits

(d) Exhibits.

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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.