UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO
FORM 10-QSB/A
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-27282
MANHATTAN PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3898269
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
787 Seventh Avenue, 48th Floor, New York, New York 10019
(Address of principal executive offices)
(212) 554-4525
(Issuer's telephone number)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes |X| No |_|
As of March 11, 2004, there were 26,731,033 shares of the issuer's common stock,
$.01 par value, outstanding.
INTRODUCTORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-QSB (the
"10-QSB/A") for Manhattan Pharmaceuticals, Inc. (the "Company") for the quarter
ended June 30, 2003, as filed with the Securities and Exchange Commission
("SEC") on August 14, 2003, is being filed solely for the purpose of amending
Exhibit 10.1 thereto and correcting the exhibit index accordingly. The amendment
to Exhibit 10.1 is based upon the SEC's review of the Company's confidentiality
treatment request previously filed with respect to such exhibit.
This 10-QSB/A does not reflect events occurring after the filing of the
original Form 10-QSB, or modify or update the disclosures therein in any way
other than as required to reflect the amendment set forth above. The filing of
this Form 10-QSB/A shall not be deemed an admission that the original filing,
when made, included any untrue statement of a material fact or omitted to state
a material fact necessary to make a statement not misleading.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
10.1 License Agreement dated April 4, 2003 between the Registrant and NovaDel Pharma,
Inc.**
31.1 Certification of Chief Executive Officer.*
31.2 Certification of Chief Financial Officer.*
32.1 Certifications of Chief Executive and Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.*
------------------
* As previously filed.
** Filed herewith. Portions of this exhibit have been omitted pursuant to a
request for confidential treatment and have been filed separately with the
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MANHATTAN PHARMACEUTICALS, INC.
Date: March 11, 2004 By: /s/ Leonard Firestone
-------------------------------------
Leonard Firestone
President and Chief Executive Officer
Date: March 11, 2004 By: /s/ Nicholas J. Rossettos
-------------------------------------
Nicholas J. Rossettos
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 License Agreement dated April 4, 2003 between the Registrant and NovaDel Pharma,
Inc.**
31.1 Certification of Chief Executive Officer.*
31.2 Certification of Chief Financial Officer.*
32.1 Certifications of Chief Executive and Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.*
------------------
* As previously filed.
** Filed herewith. Portions of this exhibit have been omitted pursuant to a
request for confidential treatment and have been filed separately with the
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.