-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Duaqctz/jzpFwT+iWz6TJMBPuIuiG1b9p8fPsOTmCP80glaLMpIXJg/Onkidnzc2 E9qJT7LH0k48pzuaPd/8kw== 0001425070-08-000003.txt : 20080305 0001425070-08-000003.hdr.sgml : 20080305 20080305154431 ACCESSION NUMBER: 0001425070-08-000003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080225 FILED AS OF DATE: 20080305 DATE AS OF CHANGE: 20080305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 582-3950 MAIL ADDRESS: STREET 1: 810 SEVENTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nordic Biotech Venture Fund II K/S CENTRAL INDEX KEY: 0001428841 STATE OF INCORPORATION: G7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32639 FILM NUMBER: 08667737 BUSINESS ADDRESS: STREET 1: ?STERGADE 5, 3RD FLOOR STREET 2: DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ---- BUSINESS PHONE: 45 70 20 12 63 MAIL ADDRESS: STREET 1: ?STERGADE 5, 3RD FLOOR STREET 2: DK-1100 CITY: COPENHAGEN K STATE: G7 ZIP: ---- 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2008-02-25 0 0001001316 MANHATTAN PHARMACEUTICALS INC MHA 0001428841 Nordic Biotech Venture Fund II K/S OSTERGADE 5, 3RD FLOOR DK-1100 COPENHAGEN K G7 ---- DENMARK 0 0 1 0 Right to Acquire Common Stock I .14 2008-02-25 Common Stock 17857143 D Obligation to Buy Common Stock I .14 Common Stock 17857143 D Right to Acquire Common Stock Warrant .14 Common Stock 7142857 D Right to Acquire Common Stock II .14 Common Stock 17857143 D Obligation to Buy Common Stock II .14 Common Stock 17857143 D Nordic Biotech Venture Fund II K/S ("Nordic") and Manhattan Pharmaceuticals, Inc. ("Manhattan") entered into a Joint Venture Agreement, as amended (the "Agreement") pursuant to which they formed a new limited partnership. Each of Nordic and Manhattan has a 50% interest in the limited partnership. Nordic may elect to convert its interest in the limited partnership into shares of Manhattan Common Stock. The number of shares Nordic will receive upon exercise of its Right to Acquire Common Stock I is calculated as described in Footnote 3 below. The expiration date is the earlier of ten years from 2/25/08 or the date that the distributions Nordic receives from limited partnership exceeds five times the amount Nordic has invested in the limited partnership. The number of shares received upon exercise of this Right is calculated by multiplying the percentage of its interest in the limited partnership to be converted by the dollar amount Nordic has invested in the limited partnership, divided by the product of $0.14, as adjusted from time to time for stock splits and other specified events, and a specified conversion factor, which is (i) 1.00 so long as Nordic's limited partnership distributions are less than the amount of its investment, (ii) 1.25 so long as Nordic's limited partnership distributions are less than two times the amount of its investment, (iii) 1.50 so long as Nordic's limited partnership distributions are less than three times the amount of its investment, (iv) 2.00 so long as Nordic's limited partnership distributions are less than four times the amount of its investment and (v) 3.00 so long as Nordic's limited partnership distributions are greater than or equal to four times the amount of its investment. Manhattan may require Nordic to convert its interest in the limited partnership into shares of Manhattan common stock in the event that common stock exceeds $1.40 for thirty consecutive business days. The shares of Manhattan common stock to be issued upon exercise of Manhattan's rights under this Obligation to Buy will be calculated by multiplying the percentage of Nordic's interest in the limited partnership to be converted by the dollar amount Nordic has invested in the limited partnership, divided by $0.14, as adjusted from time to time for stock splits and other specified events. During the first 30 consecutive trading day period in which Manhattan common stock closes at or above $1.40 per share, Manhattan may require Nordic to convert up to 25% of its interest in the limited partnership. During the second such 30 consecutive trading day period, Manhattan may require Nordic to convert up to 50% of its interest in the limited partnership, on a cumulative basis. During the third such 30 consecutive trading day period, Manhattan may require Nordic to convert up to 75% of its interest in the limited partnership, on a cumulative basis. During the fourth such 30 consecutive trading day period, Manhattan may require Nordic to convert up to 100% of its interest in the limited partnership, on a cumulative basis. Nordic can avoid this conversion by either paying Manhattan up to $1.5 million or forfeiting all or a portion of its Right to Acquire Common Stock I, described in Footnotes 1 and 3 above. On April 30, 2008, provided Nordic has not exercised all or part of its Right to Acquire Common Stock I as described in Footnote 1 above, Manhattan is obligated to issue a common stock warrant to Nordic covering 7,142,857 shares of Manhattan common stock for $0.14 per share, as adjusted from time to time for stock splits and other specified events. Nordic paid to Manhattan a fee of $150,000 for this Right to Acquire Common Stock Warrant. Pursuant to the terms of the Agreement, in the event that by September 30, 2008 the Food and Drug Administration elects to treat Manhattan's Hedrin product as a medical device, Nordic will make an additional $2.5 million investment in the limited partnership. Upon making such investment, Nordic will receive a right to acquire additional shares of common stock of Manhattan under the same terms described in Footnote 3 above. Pursuant to the Agreement, upon making the additional investment in the new limited partnership described in Footnote 6 above, Manhattan may require Nordic to convert its interest in the limited partnership into shares of Manhattan as described in Footnote 4 above. /s/ Nordic Biotech Venture Fund II K/S by James E. Dawson, attorney-in-fact 2008-03-05 -----END PRIVACY-ENHANCED MESSAGE-----