Full Press Release Details
Pharmaceuticals Completes $1 Million Financing
YORK, NY NOV 25, 2008
Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN) today announced that it has
completed the first closing of a private placement of secured debt and warrants
to purchase shares of its common stock. Pursuant to the terms of the private
placement, the Company can sell up to 500 units to accredited investors with
each unit consisting of (i) a 12% Senior Secured Promissory Note in the
principal amount of $5,000, and (ii) a warrant to purchase up to 166,667 shares
of the Company's common stock at an exercise price of $0.09.
November 19, 2008, the Company completed the sale of 207 units for a total
approximately $1.0 million. The Company may sell up to an additional 293 units
(493 units if the overallotment is exercised) in subsequent closings. To secure
the Company's obligations under the notes issued in the private placement, the
Company has pledged its interest in certain of the Company's assets.
have not been registered under the Securities Act, or any state securities
and were issued in a private placement transaction under Regulation D and may
not be transferred or resold except as permitted by the Securities Act. The
Company has agreed to file a registration statement with the Securities and
Exchange Commission covering the resale by the investors of the shares of common
stock issuable upon exercise of the warrants. Until this registration statement
is declared effective by the Securities and Exchange Commission the shares
common stock issuable upon exercise of the warrants may not be transferred
resold unless the transfer or resale is registered or unless exemptions from
registration requirements of the Securities Act and applicable state laws are
press release does not constitute an offer to sell, or the solicitation of
offer to buy, any security and shall not constitute an offer, solicitation
sale in any jurisdiction in which such offering would be unlawful and is being
issued under Rule 135c of the Securities Act.
Manhattan Pharmaceuticals, Inc.
Pharmaceuticals, Inc. is a specialty pharmaceutical company that acquires and
develops novel, high-value drug candidates primarily for the treatment of
dermatologic disorders. With a pipeline consisting of four clinical stage
product candidates, the company is currently developing Hedrin , a novel,
non-insecticide treatment for pediculosis (head lice); Topical PTH (1-34) for
the treatment of psoriasis; Altoderm (topical cromolyn sodium) for the
treatment of pruritus associated with dermatologic conditions including atopic
dermatitis; and Altolyn (oral tablet cromolyn sodium) for the treatment of
mastocytosis. (http://www.manhattanpharma.com)
Regarding Forward-Looking Statements
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,
not always, made through the use of words or phrases such as "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, there can be no assurances
that Manhattan Pharmaceuticals, Inc.'s development efforts relating to its
PTH (1-34), Altoderm , or Altolyn product candidates, being developed by our
joint venture with Nordic Biotech Venture Fund, or any future product
candidates, will be successful, or that Manhattan Pharmaceuticals, Inc. will
able to out-license its discontinued programs to other companies on terms
acceptable to Manhattan Pharmaceuticals, Inc. or at all. Other risks that may
affect forward-looking information contained in this press release include,
without limitation, the company's extremely limited capital resources, the
possibility of being unable to obtain regulatory approval of Manhattan
Pharmaceuticals, Inc.'s product candidates, the risk that the results of
clinical trials may not support the company'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
product candidates, availability of patent protection, the risk that sufficient
capital may not be available to develop and commercialize the company's product
candidates, the company's lack of experience in developing and commercializing
pharmaceutical products, and that trading in the company's stock may be
adversely impacted by the company's voluntary delisting of its common stock
the American Stock Exchange. 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, 2007. Manhattan Pharmaceuticals,
Inc. assumes no obligation to update the information contained in this press
release, whether as a result of new information, future events or
Pharmaceuticals, Inc.
G. McGuinness, Chief
Operating & Financial Officer