Attached files
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| EX-10.1 - TG THERAPEUTICS, INC. | v211295_ex10-1.htm |
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): February 9, 2011
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32639
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36-3898269
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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48
Wall Street, Suite 1110
New
York, New York 10005
(Address
of principal executive offices) (Zip Code)
(212)
582-3950
(Registrant's
telephone number, including area code)
Not
applicable
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
On
February 9, 2011, Manhattan Pharmaceuticals, Inc. (the “Registrant”) entered
into a waiver and forbearance agreement (the “Extension Agreement”) with the
requisite holders of the Registrant's 12% senior secured notes (the “Notes”)
whereby the holders of the Notes (the “Noteholders”) agreed to forbear the
exercise of their rights under the Notes and waive the default thereof until
December 31, 2011. The Registrant issued a total of $1,725,000
principal amount of the Notes in 2008 and 2009. $1,035,000 of the
Notes matured on November 19, 2010, $280,000 of the Notes matured on December
22, 2010 and $410,000 of the Notes matured on February 3, 2011.
As part of the Extension Agreement, the
Registrant has agreed to take prompt steps to seek to reduce its outstanding
indebtedness by permitting the Noteholders to convert the Notes into shares of
the Registrant's common stock at a conversion price of $0.01 per share, which
will require the Registrant to obtain stockholder approval to, among other
things, increase the number of the Registrant's authorized common
stock.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of the Registrant
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
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.
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MANHATTAN
PHARMACEUTICALS, INC.
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Date: February 14,
2011
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By:
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/s/
Michael G. McGuinness
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Michael
G. McGuinness
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Chief
Operating and Financial Officer
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Exhibits.
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Exhibit
No.
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Description
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10.1
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WAIVER
AND FORBEARANCE AGREEMENT
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2