Full Press Release Details
Pharmaceuticals Completes $2.5 Million Financing
NEW YORK, NY MAR 4, 2010 -
Manhattan Pharmaceuticals, Inc. (OTCBB: MHAN) today announced the private
placement of $2,547,500 of its common stock and warrants to accredited
investors. The Company intends to complete the previously announced
merger transaction with Ariston Pharmaceuticals, Inc. within the next two
weeks. The net proceeds from this financing will be used to advance
the combined company's products including AST-726, a nasally delivered treatment
for vitamin B12 deficiency, and Hedrin , a
non-pesticide treatment for pediculosis (head lice), and for general corporate
Company sold approximately 102 units for aggregate gross proceeds of the
offering of approximately $2.55 million and aggregate net proceeds of
approximately $2.2 million. Each unit consisted of (i) 357,143 shares
of common stock and (ii) 535,714 warrants to purchase additional shares of
common stock at an exercise price of $0.08 per share.
securities have not been registered under the Securities Act of 1933, as
amended, (the "Securities Act") or any state securities law. The
securities offered and sold were issued in a private placement transaction and
may not be transferred or resold except as permitted by the Securities
Act. As part of the terms of the private placement, the Company has
agreed to file a registration statement to register for resale under the
Securities Act the shares of common stock underlying the units.
press release does not constitute an offer to sell, nor is it a solicitation of
an offer to buy, any security and shall not constitute an offer, solicitation or
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 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: Hedrin , a
novel, non-insecticide treatment for pediculosis (head lice), which is being
developed through a joint venture with Nordic Biotech, and a topical GEL product
for the treatment of psoriasis.
Ariston Pharmaceuticals, Inc.
Pharmaceuticals, Inc. ("Ariston") is a private, clinical stage specialty
biopharmaceutical company based in Shrewsbury, Massachusetts that in-licenses,
develops, and plans to commercialize novel therapeutics for the treatment of
serious disorders of the central and peripheral nervous
systems. Ariston is currently focused on the development of AST-726,
a nasally delivered vitamin B12
remediation treatment, and AST-914, a metabolite for the treatment of essential
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, there can be no
assurances that the merger
with Ariston will be consummated or that Manhattan Pharmaceuticals,
Inc.'s (or its joint venture with Nordic's) development or
commercialization efforts relating to Hedrin, topical GEL, AST-726, or any other current or future product
candidates will be successful, 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 possibility of being unable to obtain regulatory approval
for Hedrin, 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, the risk that the company's planned
acquisition of Ariston Pharmaceuticals, Inc. may not be consummated,
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, 2008. 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.
Pharmaceuticals, Inc.
G. McGuinness, Chief Operating