Full Press Release Details
Pharmaceuticals to Voluntarily Withdraw its
Stock Exchange Common Stock Listing
to Move to Complete Joint Venture Agreement with Nordic Biotech
YORK, NY FEB 22, 2008
Manhattan Pharmaceuticals, Inc. (AMEX: MHA) today announced that it has formally
notified the American Stock Exchange ("AMEX") that it intends to voluntarily
delist its common stock from AMEX. The company expects that the delisting will
become effective within the next 25 calendar days. The company had been notified
by AMEX on December 3, 2007, that failure to regain compliance with AMEX's
listing requirements by April 16, 2008, will likely result in AMEX's staff
initiating delisting proceedings pursuant to Section 1009 of the AMEX Company
Guide. As the company could not ensure that it would meet such listing
requirements, and in order to close on the joint venture transaction it recently
entered into with Nordic Biotech Advisors ApS (Nordic) for the development
commercialization of Hedrin, the company's novel, non-insecticide treatment for
head lice, the company determined to delist its common stock from
terms of the Nordic joint venture, the number of potentially issuable shares
represented by the put and call features of the joint venture agreement, and
warrant issuable to Nordic, would exceed 19.9% of Manhattan Pharmaceuticals'
total outstanding shares and would be issued at a price below the greater of
book or market value. As a result, under AMEX regulations, the company would
be able to complete the transaction without first receiving either stockholder
approval for the transaction, or a formal AMEX "financial viability" exception
from AMEX's stockholder approval requirement. The company estimates that
obtaining stockholder approval to comply with AMEX regulations would take a
minimum of 45 days to complete. The company has been discussing the financial
viability exception with AMEX since February 1, 2008, and has, as of the date
hereof, neither received the exception nor been denied the exception. If the
exception is received, AMEX regulations require that at least 10 days prior
notice be given to stockholders before the transaction may be completed. The
company has determined that its financial condition requires that it complete
the transaction immediately, and that the company's financial viability depends
on its completion of the transaction without further delay.
to maintain the company's financial viability, the company has determined to
voluntarily delist its common stock from the AMEX and will neither seek
stockholder approval under AMEX regulations nor will it wait for AMEX to issue
final determination as to the company's request for a financial viability
careful consideration, we believe that our decision to voluntarily withdraw
Manhattan Pharmaceuticals' listing from AMEX is in the best interest of the
company and our shareholders," stated Douglas Abel, president and chief
executive officer of Manhattan Pharmaceuticals. "The action we are taking will
allow us to dedicate our resources more fully to the most important operational
aspects of our business including the completion of this important joint venture
with Nordic and the ongoing development of our pipeline."
a required notice period, and the filing of a Form 25 with the Securities and
Exchange Commission, Manhattan Pharmaceuticals' common stock will no longer be
listed on the AMEX. At that time, the company expects that its common stock
trade on the Over the Counter Bulletin Board. Manhattan Pharmaceuticals intends
to maintain corporate governance, disclosure and reporting procedures consistent
with applicable law.
result of Manhattan Pharmaceuticals' voluntary delisting from AMEX, the company
had to request that Nordic waive certain of its closing conditions in order
complete the joint venture transaction. In return for Nordic's waiver,
modifications were made to the joint venture agreement. The terms of the
company's call were modified such that the price of Manhattan Pharmaceuticals
common stock must now be at or above $1.40 for 30 consecutive trading days
compared to $1.05 share price before the modification. In addition, Nordic
now refuse Manhattan Pharmaceuticals' call by paying the company up to $1.5
million as compared to up to $2.0 million before the modification. Also in
consideration of Nordic's waiver, the amount of Nordic's minimum guaranteed
return from the joint venture has been increased from 5% to 6% of Hedrin
Manhattan Pharmaceuticals, Inc.
Pharmaceuticals, Inc. is a pharmaceutical company that acquires and develops
novel, high-value drug candidates primarily for the treatment of dermatologic
and immune disorders. With a pipeline consisting of four clinical stage product
candidates, Manhattan Pharmaceuticals is developing potential therapeutics
large, underserved patient populations seeking superior treatments for
conditions including pedicultitis (head lice), psoriasis, atopic dermatitis
(eczema), and 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 we will be able to complete the joint venture transaction with Nordic,
AMEX will not take additional action against the company for closing the
transaction without stockholder approval, that one or more market makers will
apply to have our common stock traded on the OTC Bulletin Board, that we will
able to register the common stock underlying the put, call and warrant in time
to avoid the liquidated damages that will accrue if we are unable to
register the shares of common stock underlying the warrants and the
put/call rights referred to in this press release in a timely manner, that
Manhattan Pharmaceuticals, Inc.'s development efforts relating to Hedrin or
other current or future product candidates will be successful, that any
clinical study will be completed or will return positive results, or that
we will be able to out-license its discontinued programs to other companies
terms acceptable to Manhattan Pharmaceuticals, Inc. or at all. Other risks
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 of Manhattan
Pharmaceuticals, Inc.'s product candidates , or obtain the
treatment we are seeking for Hedrin , the risk that the results of
clinical trials may not support the company's claims, the risk that the