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): April 1, 2005
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware |
000-27282 |
36-3898269 |
|
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|
810
Seventh Avenue, 4th Floor |
10019 |
|
(Address
of principal executive offices) |
(Zip
Code) |
(212)
582-3950
(Registrant's
telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
(a)
On April
1, 2005, Manhattan Pharmaceuticals, Inc. (the “Company”) entered into an
Agreement and Plan of Merger (the “Agreement”) with Tarpan Therapeutics, Inc., a
Delaware corporation (“Tarpan”), and Tarpan Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Company (“TAC”). The Agreement
provided that TAC would merge with and into Tarpan, with Tarpan remaining as the
surviving corporation and a wholly-owned subsidiary of the Company (the
“Merger”). The Merger was completed April 1, 2005. In consideration for their
shares of Tarpan capital stock and in accordance with the Agreement, the
stockholders of Tarpan received a number of shares of the Company’s common stock
such that, upon the effective time of the Merger, the Tarpan stockholders
collectively received (or are entitled to receive) approximately 20 percent
of the Company’s outstanding common stock on a fully-diluted basis (i.e.,
assuming the issuance of common stock underlying outstanding options, warrants
and other rights). Based on the number of fully-diluted outstanding shares of
the Company’s common stock on the date of the Merger, the current stockholders
of Tarpan will receive an aggregate of approximately 10,731,052 shares of the
Company’s common stock in the Merger. At the time of the Merger, Tarpan had
outstanding indebtedness of approximately $648,000 resulting from a series of
promissory notes issued to Paramount BioCapital Investments, LLC and Horizon
BioMedical Ventures, LLC, both of which are owned or controlled by Dr. Lindsay
Rosenwald. The notes were amended at the time of the Merger to provide that
one-half of the outstanding indebtedness was payable upon completion of the
Merger and the remaining one-half will be payable at such time as the Company
raises at least $5 million in new financing. A press release dated April 4, 2005
announcing the Merger is attached to this Form 8-K as Exhibit 99.1 and
incorporated herein by reference.
Several
of Tarpan’s former stockholders are directors or significant stockholders of the
Company. Dr. Rosenwald and various trusts established for the benefit of Dr.
Rosenwald and members of his immediate family collectively beneficially owned
approximately 46 percent of Tarpan’s common stock and beneficially own
approximately 26 percent our common stock. In addition, Joshua Kazam, David
Tanen, Dr. Michael Weiser and Timothy McInerney, all of whom are members of the
Company’s board of directors, collectively owned approximately 13.4 percent of
Tarpan’s outstanding common stock. Dr. Weiser and Mr. McInerney are also
employed by Paramount BioCapital, Inc., an entity owned and controlled by Dr.
Rosenwald. As a result of such relationships between the Company and Tarpan, the
Company’s board of directors established a special committee to consider and
approve the Agreement. The special committee consisted of Neil Herskowitz,
Malcolm Hoenlein and Richard Steinhart, none of whom had any prior relationship
with Tarpan.
(b) In
accordance with the terms of the Agreement and as previously disclosed in the
Company’s Current Report on Form 8-K filed on January 6, 2005, upon completion
of the Merger, Douglas Abel, currently chief executive officer of Tarpan, was
appointed president and chief executive officer of the Company. Pursuant to the
Agreement, the Company entered into an Employment Agreement dated April 1, 2005
with Mr. Abel, the terms of which are described under Item 5.02 of this
Report.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
The
disclosures set forth in paragraph (a) of Item 1.01 are hereby incorporated by
reference into this Item 2.01.
Item
3.02. Unregistered
Sales of Equity Securities.
As
disclosed under Item 1.01 above, in connection with the Merger, the Company
issued an aggregate of 10,731,052
shares of
its common stock to the former holders of Tarpan common stock. The Company
relied on the exemption from federal registration under Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, based
on its belief that the issuance of such securities did not involve a public
offering, as there were fewer than 35 “non-accredited” investors, all of whom,
either alone or through a purchaser representative, had such knowledge and
experience in financial and business matters so that each was capable of
evaluating the risks of the investment.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective
as of April 1, 2005, the Company named Mr. Abel as its President and Chief
Executive Officer. Mr. Abel is a biotech and specialty pharmaceutical veteran
with more than 15 years of high-level experience in the field. Mr. Abel was most
recently with Tarpan where he served as President and CEO from November 2004 to
March 2005. From August 2000 to November 2004, Mr. Abel served as Vice President
of the Dermatology Business Unit at Biogen Idec (“Biogen”). While at Biogen, Mr.
Abel led the creation of the U.S. dermatology commercial operation, building the
team from two to more than 100 employees to support the launch of AMEVIVE®.
Prior to his position with Biogen, Mr. Abel was at Allergan Pharmaceuticals from
December 1987 to August of 2000, with his most recent position being Director of
BOTOX® Marketing. Mr. Abel received his A.B. in chemistry from Lafayette College
and an M.B.A. from Temple University
The
Company and Mr. Abel entered in an Employment Agreement dated April 1, 2005
whereby Mr. Abel will serve as the Compay’s President and Chief Executive
Officer for a period of three years in exchange for (i) an annual base salary of
$300,000, subject to a retroactive increase in the amount of $25,000 in the
event that the Company completes a financing transaction of at least $5,000,000,
(ii) a signing bonus in the amount of $200,000 payable in two installments of
$100,000 in May and November 2005, respectively, (iii) a discretionary
performance-based bonus in an amount equal to up to 50% of Mr. Abel’s base
salary, and (iv) an option to purchase 2,923,900 shares of the Company’s common
stock at $1.50 per share with three-year annual vesting, purchasable for a
10-year term. The Employment Agreement contains customary provisions relating to
confidentiality, work-product assignment, non-competition and
non-solicitation. In the
event Mr. Abel's employment is terminated during the term of the agreement, the
Company is required to pay a severance payment ranging from between 6 and 12
month of base salary, depending upon the circumstances of such
termination
Effective
as of April 1, 2005, Mr. Abel was also appointed to the Company’s Board of
Directors. It is not anticipated that Mr. Abel will be appointed to serve on any
committees of the Board of Directors.
Item
9.01. Financial
Statements and Exhibits.
(a) As a
result of its acquisition of Tarpan described in Item 1.01, the Company will
file the financial statements required by Item 9.01on June 17,
2005.
(b) As a
result of its acquisition of Tarpan described in Item 1.01, the Company will
file the pro forma financial information required by Item 9.01 on June 17,
2005.
(c) Exhibits
Ex.
No. Description
99.1 Press
Release dated April 4, 2005.
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.
| |
|
|
| |
Manhattan
Pharmaceuticals, Inc. |
|
|
|
| Date: April 7, 2005 |
By: |
/s/ Nicholas J.
Rossettos |
| |
Nicholas J. Rossettos |
| |
Chief Financial
Officer |
EXHIBIT
INDEX
Ex.
No.
Description
99.1
Press
release dated April 4, 2005.