MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
QUARTERLY REPORT
ON
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 March 31, 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 August 8, 2003, there were 116,811,980 shares of the issuer's common
stock, $.001 par value, outstanding.
INDEX
Page
----
PART I FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements................................... 4.
Unaudited Condensed Consolidated Balance Sheets......................................... 4.
Unaudited Condensed Consolidated Statements of Operations............................... 5.
Unaudited Condensed Consolidated Statement of Stockholders' Equity...................... 6.
Unaudited Condensed Consolidated Statements of Cash Flows............................... 7.
Notes to Unaudited Condensed Consolidated Financial Statements.......................... 8.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations... 14
Item 3. Controls and Procedures................................................................. 17
PART II OTHER INFORMATION
Item 1. Legal Proceedings....................................................................... 18
Item 2. Changes in Securities................................................................... 18
Item 4. Submission of Matters to a Vote of Security Holders..................................... 19
Item 6. Exhibits and Reports on Form 8-K........................................................ 21
Signatures.............................................................................. 22
FORWARD-LOOKING STATEMENTS
This Amendment No. 1 on Form 10-QSB/A amends the Company's quarterly
report on Form 10-QSB for the quarterly period ended March 31, 2003, which was
filed with the Securities and Exchange Commission on May 15, 2003. In the
Company's original report, it reported outstanding equity so as to give effect
to a proposed 2-for-3 stock combination that had been authorized by the
Company's stockholders in May 2003, but which had not yet been effected. The
Company never completed the proposed 2-for-3 combination and subsequently
determined to abandon it. This Amendment No. 1 on Form 10-QSB/A amends the
interim financial statements and other information contained in the original
quarterly report in order to reflect actual outstanding equity balances as of
March 31, 2003, without regard to any plans or proposals to complete a
combination of the Company's outstanding shares of common stock.
In addition, certain expenses recorded in 2002 should have been
recorded in 2001. Accordingly, the Company reduced 2002 expenses by $56,796 and
reduced its net loss by the same amount.
The statements contained in this Quarterly Report on Form 10-QSB/A that
are not historical are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements
2
regarding the expectations, beliefs, intentions or strategies regarding the
future. We intend that all forward-looking statements be subject to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. In
particular, the "Management's Discussion and Analysis of Financial Condition and
Results of Operations" section in Part I, Item 2 of this quarterly report
include forward-looking statements that reflect our current views with respect
to future events and financial performance. We use words such as we "expect,"
"anticipate," "believe," and "intend" and similar expressions to identify
forward-looking statements. A number of important factors could, individually or
in the aggregate, cause actual results to differ materially from those expressed
or implied in any forward-looking statements. Such factors include, but are not
limited to, the following: our lack of significant revenues and profitability;
our need for additional capital; our ability to successfully commercialize our
technologies; our ability to obtain various regulatory approvals; the
illiquidity and volatility of our common stock, and the other "Risk Factors"
identified in our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002.
3
PART I - FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Balance Sheets
(Unaudited)
MARCH 31, DECEMBER 31,
---------------- --------------
ASSETS 2003 2002
--------------- --------------
Current assets:
Cash and cash equivalents $ 1,146,600 $ 1,721,123
Prepaid expenses 54,745 --
---------------- --------------
Total current assets 1,201,345 1,721,123
Property and equipment, net 12,274 --
Deposits 19,938 --
Intangible assets, net 3,140,785 --
---------------- --------------
Total assets $ 4,374,342 $ 1,721,123
================ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 473,705 $ 164,899
Accrued expenses 519,579 15,973
Note payable to bank -- 600,000
Notes payable to stockholder 70,000 206,000
Due affiliate -- 96,328
---------------- --------------
TOTAL LIABILITIES 1,063,284 1,083,200
---------------- --------------
Commitments and Contingencies:
Stockholders' equity:
Common stock, $.001 par value. Authorized 150,000,000
shares; 116,811,980 and 78,765,040 shares issued and outstanding
at March 31, 2003 and December 31, 2002, respectively 116,812 78,765
Additional paid-in capital 4,733,028 1,691,142
Unearned consulting costs (22,721) (37,868)
Deficit accumulated during development stage (1,516,061) (1,094,116)
---------------- --------------
Total stockholders' equity 3,311,058 637,923
---------------- --------------
Total liabilities and stockholders' equity $ 4,374,342 $ 1,721,123
================ ==============
See accompanying notes to unaudited condensed consolidated financial statements.
4
MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
CUMULATIVE
PERIOD FROM
AUGUST 6, 2001
(INCEPTION) TO
THREE MONTHS ENDED MARCH 31, MARCH 31,
---------------------------------------------
2003 2002 2003
--------------------- --------------------- ---------------------
Revenue $ -- $ -- $ --
--------------------- --------------------- ---------------------
Costs and expenses:
Research and development 43,355 253,397 768,752
General and administrative 378,872 397 728,453
--------------------- --------------------- ---------------------
Total operating expenses 422,227 253,794 1,497,205
--------------------- --------------------- ---------------------
Operating loss (422,227) (253,794) (1,497,205)
--------------------- --------------------- ---------------------
Other (income) expense:
Interest and other income (2,515) -- (2,515)
Interest expense 2,233 2,046 21,371
--------------------- --------------------- ---------------------
Total other (income) expense (282) 2,046 18,856
--------------------- --------------------- ---------------------
Net loss $ (421,945) $ (255,840) $ (1,516,061)
========--=========== ===================== =====================
Net loss per common share:
Basic and diluted $ (0.00) $ (0.00)
===================== =====================
Weighted average shares of common stock outstanding:
Basic and diluted 97,088,978 57,052,323
===================== =====================
5
See accompanying notes to unaudited condensed consolidated financial statements.
MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Condensed Consolidated Statement of Stockholders' Equity
(Unaudited)
DEFICIT
COMMON STOCK ACCUMULATED
---------------------------- ADDITIONAL DURING THE
PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE
-------------- ----------- --------------- ------------------
Balance at January 1, 2003 78,765,040 $ 78,765 $ 1,691,142 $ (1,094,116)
Common Stock Issued, net of expenses 6,609,032 6,609 737,082 --
Effect of reverse acquisition 31,437,908 31,438 2,304,804 --
Amortization of unearned consulting costs -- -- -- --
Net loss -- -- -- (421,945)
-------------- ------------ --------------- ------------------
Balance at March 31, 2003 116,811,980 $ 116,812 $ 4,733,028 $ (1,516,061)
============== ============ =============== ==================
TOTAL
UNEARNED STOCK-
CONSULTING HOLDERS'
COSTS EQUITY
-------------- -----------------
Balance at January 1, 2003 $ (37,868) $ 637,923
Common Stock Issued, net of expenses -- 743,691
Effect of reverse acquisition -- 2,336,242
Amortization of unearned consulting costs 15,147 15,147
Net loss -- (421,945)
-------------- -----------------
Balance at March 31, 2003 $ (22,721) $ 3,311,058
============== =================
See accompanying notes to condensed consolidated financial statements.
6
MANHATTAN PHARMACEUTICALS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
CUMULATIVE
PERIOD FROM
AUGUST 1, 2001
(INCEPTION) TO
THREE MONTHS ENEDED MARCH 31, MARCH 31,
---------------------------------- -----------------
2003 2002 2003
---------------- ---------------- ------------------
Cash flows from operating activities:
Net loss $ (421,945) $ (255,840) $ (1,516,061)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Common stock issued for license rights -- -- 1,000
Amortization of unearned consulting services 15,147 -- 37,868
Amortization of intangible assets 26,393 -- 26,393
Depreciation 478 -- 478
Changes in operating assets and liabilities,
net of acquisition:
Increase in prepaid expenses (16,438) -- (16,438)
Increase (decrease) in accounts payable (14,929) -- 149,970
Increase (decrease) in accrued expenses (36,715) (1,796) (20,742)
Due affiliate (96,328) -- --
---------------- ---------------- ------------------
Net cash used in operating activities (544,337) (257,636) (1,337,532)
---------------- ---------------- ------------------
Cash flows from investing activities:
Purchase of furniture and equipment (5,066) -- (5,066)
Cash paid in connection with acquisition (32,811) -- (32,811)
---------------- ---------------- ------------------
Net cash used in investing activities (37,877) -- (37,877)
---------------- ---------------- ------------------
Cash flows from financing activities:
Proceeds from issuances of notes payable to stockholders -- -- 233,500
Repayments of notes payable to stockholders (136,000) -- (163,500)
Proceeds from issuance of note payable to bank -- 400,000 600,000
Repayment of note payable to bank (600,000) -- (600,000)
Proceeds from subscriptions receivable -- -- 4,000
Proceeds from sale of common stock, net 743,691 -- 2,448,009
---------------- -------------- -----------------
Net cash provided by financing activities 7,691 400,000 2,522,009
---------------- -------------- -----------------
Net increase (decrease) in cash and cash
equivalents (574,523) 142,364 1,146,600
Cash and cash equivalents at beginning of period 1,721,123 -- --
---------------- --------------- ------------------
Cash and cash equivalents at end of period $ 1,146,600 $ 142,364 $ 1,146,600
================ =============== =================
Supplemental disclosure of noncash financing activities:
Interest paid $ 502 $ -- $ 16,167
================ ================ ==================
Supplemental disclosure of noncash investing and financing activities:
Stock options issued for consulting services -- -- $ 60,589
Issuance of common stock for acquisition $ 2,336,242 -- $ 2,336,242
================ ================ ==================
See accompanying notes to unaudited condensed consolidated financial statements.
7
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim financial information. Accordingly,
the financial statements do not include all information and footnotes required
by accounting principles generally accepted in the United States of America for
complete annual financial statements. In the opinion of management, the
accompanying condensed consolidated financial statements reflect all
adjustments, consisting of only normal recurring adjustments, considered
necessary for fair presentation. Interim operating results are not necessarily
indicative of results that may be expected for the year ending December 31, 2003
or for any subsequent period. These consolidated financial statements should be
read in conjunction with the Annual Report on Form 10-KSB of Manhattan
Pharmaceuticals, Inc. and its subsidiaries ("Manhattan" or the "Company") as of
and for the year ended December 31, 2002 and the Form 8-K/A of Manhattan
Pharmaceuticals, Inc. filed on May 9, 2003 containing the financial statements
of Manhattan Research Development, Inc.
This Amendment No. 1 on Form 10-QSB/A amends the Company's quarterly
report on Form 10-QSB for the quarterly period ended March 31, 2003, which was
filed with the Securities and Exchange Commission on May 15, 2003. In the
Company's original report, it reported outstanding equity so as to give effect
to a proposed 2-for-3 stock combination that had been authorized by the
Company's stockholders in May 2003, but which had not yet been effected. The
Company never completed the proposed 2-for-3 combination and subsequently
determined to abandon it. This Amendment No. 1 on Form 10-QSB/A amends the
interim financial statements and other information contained in the original
quarterly report in order to reflect actual outstanding equity balances as of
March 31, 2003, without regard to any plans or proposals to complete a
combination of the Company's outstanding shares of common stock.
In addition, certain expenses recorded in 2002 should have been
recorded in 2001. Accordingly, the Company reduced 2002 expenses by $56,796 and
reduced its net loss by the same amount.
(2) LIQUIDITY
The Company has reported a net loss of $1,037,320 for the year ended
December 31, 2002. The Company has reported a net loss of $421,945 for the three
months ended March 31, 2003. The net loss from date of inception, August 6,
2001, to March 31, 2003 amounts to $1,516,061. As discussed in Note 6, on
February 21, 2003 the Company completed a reverse acquisition of privately held
Manhattan Research Development, Inc. Based on the resources available at March
31, 2003 of the combined Company, management believes that the combined Company
will continue to incur net losses through at least March 31, 2004 and will need
additional equity or debt financing or will need to generate revenues through
licensing its products or entering into strategic alliances to be able to
sustain its operations until it can achieve profitability, if ever. These
matters raise substantial doubt about the Company's ability to continue as a
going concern.
The combined Company's continued operations will depend on its ability
to raise additional funds through various potential sources such as equity and
debt financing, collaborative agreements, strategic alliances and its ability to
realize the full potential of its technology in development. Additional funds
are currently not available on acceptable terms and may not become available,
and there can be no assurance that any additional funding that the combined
Company does obtain will be sufficient to meet
8
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
the combined Company's needs in the short and long term. Through March 31, 2003,
a significant portion of the Company's financing has been through private
placements of common stock and warrants and debt financing. Until and unless the
combined Company's operations generate significant revenues, the combined
Company will attempt to continue to fund operations from cash on hand and
through the sources of capital previously described.
The Company's common stock was delisted from the NASDAQ SmallCap Market
effective at the close of business August 23, 2001 for failing to meet the
minimum bid price requirements set forth in the NASD Marketplace Rules. Since
August 23, 2001, the Company's common stock trades on the Over-the-Counter
Bulletin Board (the "OTCBB"). The Company's ticker symbol is currently
"MHTP.OB." The de-listing of the Company's common stock from the NASDAQ SmallCap
Market could have a material adverse effect on the Company's ability to raise
additional capital.
(3) COMPUTATION OF NET LOSS PER COMMON SHARE
Basic net loss per common share is calculated by dividing net loss
applicable to common shares by the weighted-average number of common shares
outstanding for the period. Diluted net loss per common share equals basic net
loss per common share, since common stock equivalents from stock options, stock
warrants, stock subscriptions and convertible preferred stock would have an anti
dilutive effect because the Company incurred a net loss during each period
presented. The common stock equivalents from stock options, stock warrants,
stock subscriptions, and convertible preferred stock, which have not been
included in the diluted calculations since their effect is antidilutive, was
20,757,674 as of March 31, 2003.
(4) ISSUANCE OF STOCK, STOCK OPTIONS AND WARRANTS
On February 24, 2003, the Company granted employees an aggregate of
4,380,450 options outside of the Company's 1995 Stock Option Plan. 2,920,300 of
these options vest on the first anniversary of the grant date and 1,460,150 of
these options vest in two equal installments on each of the first and second
anniversaries of the grant date, provided the optionee continues in service. The
options were granted at the stock price on the day of issuance and are
exercisable for a period of ten years regardless of whether the grantee
continues to be employed by the Company.
Had compensation costs been determined in accordance with the fair
value method prescribed by SFAS No. 123 for all options issued to employees, the
Company's net loss applicable to common shares and net loss per common share
(basic and diluted) for plan options would have been increased to the pro forma
amounts indicated below. There were no options granted from January 1 to
February 21, 2003.
9
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
Three months ended March 31,
2003
----------------------------
Net loss applicable to common shares:
As reported $ 421,945
Pro forma 479,548
Net loss per common share -- basic
As reported $ 0.00
Pro forma 0.00
(5) PRIVATE PLACEMENT OF COMMON SHARES
During 2002, the Company's subsidiary, Manhattan Research Development,
Inc. (Manhattan Research) commenced a private placement and sold 1,197,250
shares of common stock at $1.60 per share and received proceeds of $1,704,318,
net of expenses of $211,281. These shares converted into 15,216,660 shares of
the Company's common stock when the Company completed a reverse acquisition of
Manhattan Research as described below. In addition, each investor received
warrants equal to 10% of the number of shares of common stock purchased and,
accordingly, Manhattan Research issued warrants to purchase 119,725 shares of
common stock in 2002 in connection with the private placement. Upon the merger,
these converted into warrants to purchase 1,521,666 shares of the Company's
common stock. Each warrant had an exercise price of $1.60 per share, which post
merger converted to approximately $0.13. These warrants expire in 2007.
During January and February 2003, Manhattan Research sold an additional
520,000 shares of common stock at $1.60 ($0.13, post merger) per share and
warrants to purchase 52,000 shares of common stock exercisable at $1.60 ($0.13
post merger) through the private placement and received net proceeds of
$743,691. These shares converted into 6,609,032 shares of the Company's common
stock when the Company completed its reverse acquisition of Manhattan Research.
The warrants to purchase 52,000 shares of common stock converted into warrants
to purchase 660,903 common shares of the combined Company.
In addition, in connection with the private placement, Manhattan
Research issued to Joseph Stevens & Co., Inc., a NASD-member broker-dealer,
warrants to purchase 652,555 shares of its common stock that are exercisable at
$1.60 ($0.13 post merger) per share and expire in 2008. Upon the merger, these
warrants converted into warrants to purchase 8,293,763 shares of common stock of
the combined Company.
(6) MERGER
On February 21, 2003, the Company (formerly known as "Atlantic
Technology Ventures, Inc.") completed a reverse acquisition of privately held
Manhattan Research Development, Inc. (formerly Manhattan Pharmaceuticals, Inc.),
a Delaware corporation. The merger was effected pursuant to an Agreement and
Plan of Merger dated December 17, 2002 (the "Merger Agreement") by and among the
Company, Manhattan Research and Manhattan Pharmaceuticals Acquisition Corp, the
Company's
10
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
wholly owned subsidiary ("MPAC"). In accordance with the terms of the Merger
Agreement, MPAC merged with and into Manhattan Research, with Manhattan Research
remaining as the surviving corporation and a wholly owned subsidiary of the
Company. Pursuant to the Merger Agreement, upon the effective time of the
merger, the outstanding shares of common stock of Manhattan Research
automatically converted into an aggregate of 93,449,584 shares of the Company's
common stock, which represented 80 percent of the Company's outstanding voting
stock after giving effect to the merger. In addition, immediately prior to the
merger Manhattan Research had outstanding options and warrants to purchase an
aggregate of 864,280 shares of its common stock, which, in accordance with the
terms of the merger, automatically converted into options and warrants to
purchase an aggregate of 10,984,719 shares of the Company's common stock. Since
the stockholders of Manhattan Research received the majority of the voting
shares of the Company, the merger is being accounted for as a reverse
acquisition whereby Manhattan Research is the accounting acquirer (legal
acquiree) and the Company is the accounting acquiree (legal acquirer). Based on
the five-day average price of the Company's common stock of $0.10 per share, the
purchase price approximates $2,336,000, plus approximately $33,000 of
acquisition costs, which represents 20 percent of the market value of the
combined Company's post-merger total outstanding shares of 116,811,980. In
connection with the merger, the Company changed its name from "Atlantic
Technology Ventures, Inc." to "Manhattan Pharmaceuticals, Inc." Based on the
preliminary information currently available, Manhattan Research expects to
recognize patents and licenses for substantially all of the purchase price. Upon
completion of a formal purchase price allocation there may be a decrease in the
amount assigned to intangible assets and a corresponding increase in in-process
research and development. As a result of acquiring Manhattan Research, the
Company receives new technologies.
A summary of the preliminary purchase price allocation is as follows:
11
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
Common stock issued $ 2,336,242
Acquisition costs paid 32,808
------------
Total purchase price 2,369,050
Net liabilities assumed in acquisition 798,128
------------
Excess purchase price (preliminarily allocated to
intangible assets) $ 3,167,178
============
Assets purchased:
Prepaid expenses $ 38,307
Property and equipment 7,683
Deposits 19,938
------------
65,928
------------
Liabilities assumed:
Accounts payable 323,735
Accrued expenses 540,321
------------
864,056
------------
Net liabilities assumed $ (798,128)
============
The following pro forma financial information presents the combined
results of operations of Manhattan Pharmaceuticals and Manhattan Research as if
the acquisition had occurred as of January 1, 2003 and 2002, after giving effect
to certain adjustments, including the issuance of Manhattan Pharmaceuticals
common stock as part of the purchase price. For the purpose of this pro forma
presentation, both Manhattan Pharmaceuticals' and Manhattan Research's financial
information is presented for the three months ended March 31, 2003 and 2002. The
pro forma condensed consolidated financial information does not necessarily
reflect the results of operations that would have occurred had Manhattan
Pharmaceuticals and Manhattan Research been a single entity during such periods.
Three months ended March 31,
2003 2002
-------------------- ------------------
Revenues $ -- $ --
Net loss $ (463,135) $ (380,219)
Weighted-average shares of common stock outstanding
outstanding: Basic 115,253,103 110,202,948
Loss per share $ (0.00) $ (0.00)
12
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
(7) SUBSEQUENT EVENTS
On April 4, 2003, the Company entered into a license and development
agreement with NovaDel Pharma, Inc. in which the Company licensed from NovaDel
the exclusive worldwide rights to NovaDel's proprietary lingual spray technology
to deliver propofol for pre-procedural sedation. The Company will be responsible
for all costs and expenses in connection with all development and
commercialization activities including the development activities performed by
NovaDel on behalf of the Company. In consideration for this license, the Company
is required to pay an up front fee in installments contingent on the Company's
receiving certain amounts through equity financing or otherwise, including the
receipt of any milestone payments or other revenues. These amounts will be
expensed as incurred. In addition, the Company is required to pay NovaDel
milestone payments upon the occurrence of certain events specified in the
license agreement, including filing a New Drug Application or "NDA" which is
accepted for review by the FDA for a licensed product, filing a European
Marketing Application for a licensed product, having a filed NDA approved by the
FDA, having a European Marketing Application accepted for review within the
European Union, receiving commercial approval in Japan, Canada, Australia and
South Africa, and upon receiving regulatory approval in certain other countries.
13
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
YOU SHOULD READ THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATIONS
AND FINANCIAL CONDITION IN CONJUNCTION WITH OUR ANNUAL REPORT ON FORM 10-KSB FOR
THE YEAR ENDED DECEMBER 31, 2002 AND THE FORM 8-K/A OF MANHATTAN
PHARMACEUTICALS, INC. FILED ON MAY 9, 2003 CONTAINING THE FINANCIAL STATEMENTS
OF MANHATTAN RESEARCH DEVELOPMENT, INC. THIS DISCUSSION INCLUDES
"FORWARD-LOOKING" STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO
FUTURE EVENTS AND FINANCIAL PERFORMANCE. WE USE WORDS SUCH AS WE "EXPECT,"
"ANTICIPATE," "BELIEVE," AND "INTEND" AND SIMILAR EXPRESSIONS TO IDENTIFY
FORWARD-LOOKING STATEMENTS. INVESTORS SHOULD BE AWARE THAT ACTUAL RESULTS MAY
DI FFER MATERIALLY FROM OUR EXPRESSED EXPECTATIONS BECAUSE OF RISKS AND
UNCERTAINTIES INHERENT IN FUTURE EVENTS, PARTICULARLY THOSE RISKS IDENTIFIED IN
THE "RISK FACTORS" SECTION OF OUR MOST RECENT ANNUAL REPORT ON FORM 10-KSB, AND
SHOULD NOT UNDULY RELY ON THESE FORWARD LOOKING STATEMENTS.
RESULTS OF OPERATIONS - THREE-MONTH PERIOD ENDED MARCH 31, 2003 VS. 2002
During the quarters ended March 31, 2003 and 2002, we had no revenue.
For the quarter ended March 31, 2003, research and development expense
was $43,355 as compared to $253,397 for the first quarter of 2002. The decrease
is primarily a result of a reduction in license fees paid to Oleoyl-estrone
Developments, Inc (OED).
For the quarter ended March 31, 2003, general and administrative
expense was $378,872 as compared to $397 for the quarter ended March 31, 2002.
The increase is due primarily to expenses associated with hiring full time
employees and consultants of approximately $81,000 and $100,000, respectively.
In addition, as a result of becoming a publicly traded company, we had increases
in legal and accounting fees of approximately $67,000. Outside services
(including transfer agent and employee finders fees) increased by approximately
$27,000. Rent, directors fees, insurance and other expenses increased by
approximately $27,000, $24,000, $12,000 and $12,000, respectively. Finally, in
2003, we had amortization of intangible assets of approximately $26,000.
For the first quarter of 2003, interest and other income was $2,515,
compared to zero for the first quarter of 2002. The increase in interest income
is due to an increase in our cash balances.
For the first quarter of 2003, interest expense was $2,233, compared to
$2,046 for the first quarter of 2002 as a result of marginally higher average
balances of notes payable outstanding.
Net loss for the quarter ended March 31, 2003, was $421,945 as compared
to $255,840 for the quarter ended March 31, 2002. This increase in net loss is
attributable primarily to an increase in general and administrative expenses of
$378,475. This increase is partially offset by a decrease in research and
development expenses of $210,042.
LIQUIDITY AND CAPITAL RESOURCES
From inception to March 31, 2003, we incurred an accumulated deficit of
$1,516,061, and we expect to continue to incur additional losses through the
year ending March 31, 2004 and for the foreseeable future. This loss has been
incurred through a combination research and development activities related to
the various technologies under our control and expenses supporting those
activities.
14
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
During 2002, our subsidiary, Manhattan Research Development, Inc.
(Manhattan Research) commenced a private placement and sold 1,197,250 shares of
common stock at $1.60 per share and received proceeds of $1,704,318, net of
expenses of $211,181. These shares converted into 15,216,660 shares of our
common stock when we completed a reverse acquisition of Manhattan Research as
described below. In addition, each investor received warrants equal to 10% of
the number of shares of common stock purchased and, accordingly, Manhattan
Research issued warrants to purchase 119,725 shares of common stock in 2002 in
connection with the private placement. Upon the merger, these converted into
warrants to purchase 1,521,666 shares of our common stock. Each warrant had an
exercise price of $1.60 per share, which post merger converted to $0.13. These
warrants expire in 2007.
During January and February 2003, the Manhattan Research sold an
additional 520,000 shares of common stock at $1.60 ($0.13, post merger) per
share and warrants to purchase 52,000 shares of common stock exercisable at
$1.60 ($0.13 post merger) through the private placement and received net
proceeds of $743,691. These shares converted into 6,609,032 shares of our common
stock when we completed our reverse acquisition of Manhattan Research. The
warrants to purchase 52,000 shares of common stock converted into warrants to
purchase 660,903 common shares of the combined Company.
In addition, in connection with the private placement, Manhattan
Research issued to Joseph Stevens & Co., Inc., a NASD-member broker-dealer,
warrants to purchase 652,555 shares of its common stock that are exercisable at
$1.60 ($0.13 post merger) per share and expire in 2008. Upon the merger, these
warrants converted into warrants to purchase 8,293,763 shares of common stock of
the combined Company.
We have financed our operations since inception primarily through
equity and debt financing and our licensing of CT-3 to Indevus. During the
quarter ended March 31, 2003, we had a net decrease in cash and cash equivalents
of $574,523. This decrease primarily resulted from net cash used in investing
activities for the quarter ended March 31, 2003 of $544,337. Total cash
resources as of March 31, 2003 were $1,146,600 compared to $1,721,123 at
December 31, 2002.
Our available working capital and capital requirements will depend upon
numerous factors, including progress of our research and development programs,
our progress in and the cost of ongoing and planned pre-clinical and clinical
testing, the timing and cost of obtaining regulatory approvals, the cost of
filing, prosecuting, defending, and enforcing patent claims and other
intellectual property rights, competing technological and market developments,
changes in our existing collaborative and licensing relationships, the resources
that we devote to developing manufacturing and commercializing capabilities,
technological advances, the status of our competitors, our ability to establish
collaborative arrangements with other organizations and our need to purchase
additional capital equipment.
Our continued operations will depend on whether we are able to raise
additional funds through various potential sources, such as equity and debt
financing, other collaborative agreements, strategic alliances, and our ability
to realize the full potential of our technology in development. Such additional
funds may not become available as we need them or be available on acceptable
terms. Through March 31, 2003, a significant portion of our financing has been
through private placements of common stock and warrants and debt financing.
Unless our operations generate significant revenues, we will continue to fund
operations from cash on hand and through the similar sources of capital
previously described. We can give no assurances that any additional capital that
we are able to obtain will be sufficient to meet our needs.
On February 21, 2003, we completed a reverse acquisition of privately
held Manhattan Research Development, Inc., (formerly Manhattan Pharmaceuticals,
Inc.) (Manhattan Research) a Delaware
15
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
corporation. The merger was effected pursuant to an Agreement and Plan of Merger
dated December 17, 2002 (the "Merger Agreement") by and among the Company,
Manhattan Research and Manhattan Pharmaceuticals Acquisition Corp, the Company's
wholly owned subsidiary ("MPAC"). In accordance with the terms of the Merger
Agreement, MPAC merged with and into Manhattan Research, with Manhattan Research
remaining as the surviving corporation and our wholly owned subsidiary. Pursuant
to the Merger Agreement, upon the effective time of the merger, the outstanding
shares of common stock of Manhattan Research automatically converted into an
aggregate of 93,449,584 shares of our common stock, which represented 80 percent
of our outstanding voting stock after giving effect to the merger. In addition,
immediately prior to the merger Manhattan Research had outstanding options and
warrants to purchase an aggregate of 864,280 shares of its common stock, which,
in accordance with the terms of the merger, automatically converted into options
and warrants to purchase an aggregate of 10,984,719 shares of our common stock.
Since the stockholders of Manhattan Research received the majority of our voting
shares, the merger is being accounted for as a reverse acquisition whereby
Manhattan Research is the accounting acquirer (legal acquiree) and we are the
accounting acquiree (legal acquirer). Based on the five-day average price of our
common stock of $0.10 per share, the purchase price approximates $2,336,000,
which represents 20 percent of the market value of the combined Company's
post-merger total outstanding shares of 116,811,980. In connection with the
merger, we changed our name from "Atlantic Technology Ventures, Inc." to
"Manhattan Pharmaceuticals, Inc." Based on the preliminary information currently
available, Manhattan Research expects to recognize patents and licenses for
substantially all of the purchase price. Upon completion of a formal purchase
price allocation there may be a decrease in the amount assigned to intangible
assets and a corresponding increase in in-process research and development. As a
result of acquiring Manhattan Research, the Company receives new technologies.
Management believes that we will continue to incur net losses through
at least March 31, 2004. Based on the current resources of the resulting
company, we will need additional equity or debt financing or we will need to
generate revenues through licensing our products or entering into strategic
alliances to be able to sustain our operations until we can achieve
profitability, if ever. These matters raise substantial doubt as to our ability
to continue as a going concern.
The report of our independent auditors on our 2002 consolidated
financial statements includes an explanatory paragraph, which states that our
recurring losses, and limited liquid resources raise substantial doubt about our
ability to continue as a going concern. Our condensed consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Subsequent to an oral hearing before a NASDAQ Listing Qualifications
Panel, on August 23, 2001, our securities were delisted from the NASDAQ Stock
Market for failing to meet the minimum bid price requirements set forth in the
NASD Marketplace Rules, as our common stock had traded for less than $1.00 for
more than 30 consecutive business days. Our common stock trades now on the OTC
Bulletin Board under the symbol "MHTP.OB". Delisting our common stock from
NASDAQ could have a material adverse effect on our ability to raise additional
capital, our stockholders' liquidity and the price of our common stock.
CRITICAL ACCOUNTING POLICIES
In December 2001, the SEC requested that all registrants discuss their
most "critical accounting policies" in management's discussion and analysis of
financial condition and results of operations. The SEC indicated that a
"critical accounting policy" is one which is both important to the portrayal of
the company's financial condition and results and requires management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are
16
MANHATTAN PHARMACEUTICALS, INC. and SUBSIDIARIES
(A Development Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2003
inherently uncertain. Our significant accounting policies are described in Note
1 to our consolidated financial statements included in this annual report;
however, we believe that none of them is considered to be critical.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No.146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force ("EITF") issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit and Activity." SFAS No. 146 requires that liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. This statement also established that fair value is the objective for
initial measurement of the liability. The provisions of SFAS No. 146 are
effective for exit or disposal activities that initiated after December 31,
2002. The Company does not expect that the adoption of SFAS No. 146 will have a
material impact on its consolidated financial statements.
In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation- Transition and Disclosure an Amendment of SFAS No. 123." SFAS No.
148 amends SFAS No. 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock- based
employee compensation and the effect of the method used on reported results. The
Company adopted the disclosure provisions of SFAS No. 148, effective January 1,
2003.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the date of this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our chief
executive and chief financial officers, of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934). Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in alerting them on a
timely basis to material information required to be disclosed in our periodic
reports to the Securities and Exchange Commission. There have been no
significant changes in our internal controls or in other factors, which could
significantly affect internal controls subsequent to such evaluation.
17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved with an arbitration proceeding involving Dr. Sumner
Burstein, the inventor from whom we licensed CT-3, concerning a dispute over the
payment of royalties. Under our license agreement with Dr. Burstein, he is
entitled to a royalty of 3 percent of the net sales of all licensed products
sold by us, and a royalty of 8 percent of the royalties that we receive from
sublicensees from net sales by any such sublicensee of the licensed products or
processes.
In connection with the license of our rights to CT-3 to Indevus
Pharmaceuticals, Inc. in June 2002, Indevus paid us an initial licensing fee of
$400,000 and an inventory transfer fee of $100,000. Indevus is further required
to make future payments upon achieving certain development milestones and
royalties. On July 23, 2002, we received a letter from attorneys representing
Dr. Burstein with their analysis of his rights under the Burstein license. In
the letter they concluded that the $500,000 we received from Indevus, as well as
any future milestone payments should trigger our obligation to make royalty
payments to Dr. Burstein pursuant to the terms of our agreement with him,
therefore subject to the 8 percent sublicensing royalty.
On September 16, 2002, our counsel responded by stating that we
recognize our obligation to pay an 8 percent royalty to Dr. Burstein only on
those payments that we receive from Indevus based on the "net sales" of products
and processes covered by the Burstein license. The Indevus license agreement
does not merely include a sublicense to patent rights of CT-3, but also the
transfer of our know-how, FDA regulatory filings, and inventory of CT-3 compound
and third party contracts. Presently, there have been no "net sales" on any
products covered by the Burstein license. It is our position that we have not
received any royalty payments pursuant to the Indevus license and, therefore, no
payments are due to Dr. Burstein at this time.
On November 20, 2002, we received a letter from Dr. Burstein's
attorneys purporting to terminate the Burstein license. We believe that this
purported termination is invalid under the terms of the Burstein agreement and
that Dr. Burstein's current royalty and termination claims are without merit. We
intend to vigorously defend our position that the Burstein license is not
terminated. Under the terms of the Burstein license, Dr. Burstein is not
permitted to terminate the agreement over a bona fide dispute regarding the
payment of royalties. Instead, the Burstein license states that disputes
regarding royalty payments are to be settled through binding arbitration.
In accordance with the terms of the Burstein license, we commenced an
arbitration proceeding with the American Arbitration Association in January
2003, which is currently pending. The Arbitration Hearing is scheduled for mid
October. Although we believe we will prevail in this proceeding, we believe that
even an unfavorable binding arbitration ruling that concludes a breach of the
Burstein license by us for failure to pay royalties would be capable of being
readily cured, thereby also avoiding termination of the Burstein license.
Item 2. Changes in Securities
In connection with our merger with Manhattan Research Development,
Inc., effective as of February 21, 2003, we issued an aggregate of 93,449,584
shares of our common stock to the former stockholders of Manhattan Research
Development in exchange for their shares of Manhattan Research Development
common stock. In addition, at the time of the merger, Manhattan Research
Development had outstanding warrants to purchase an aggregate of 864,280 shares
of common stock, which
18
automatically converted into warrants to purchase an aggregate of 10,984,719
shares of our common stock. The form of warrant such warrant is attached hereto
as Exhibit 4.1. We relied on the exemption from federal registration under
Section 4(2) of the Securities Act of 1933, as amended, based on our belief that
the issuance of such securities did not involve a public offering, as there were
fewer than 35 "non-accredited" investors, all of whom, either alone or through a
purchaser representative, had such knowledge and experience in financial and
business matters so that each was capable of evaluating the risks of the
investment.
Item 4. Submission of Matters to a Vote of Security Holders.
Our annual meeting of stockholders was held on February 21, 2003. The
stockholders took the following actions:
(a) The stockholders re-elected five directors, all of whom together
then comprised the entire board. The stockholders present in person or by proxy
cast the following numbers of votes in connection with the election of
directors, resulting in the election of all nominees:
CLASS VOTES FOR VOTES WITHHELD
------------------ ----------------- --------------
Steven H. Kanzer Common 9,790,993 36,900
Series A Preferred 288,718 0
Peter O. Kliem Common 9,793,793 34,100
Series A Preferred 288,718 0
A. Joseph Rudick Common 9,784,305 43,588
Series A Preferred 288,718 0
David M. Tanen Common 9,793,793 34,100
Series A Preferred 288,718 0
Frederic P. Zotos Common 9,658,281 169,612
Series A Preferred 275,209 13,509
Upon the completion of our merger with Manhattan Research Development, however,
each of the newly-elected directors, except Mr. Tanen, resigned on February 21,
2003 in accordance with the terms of the merger.
(b) The stockholders approved an amendment to our certificate of
incorporation, increasing the number of authorized shares of common stock from
50 million to 150 million. The following table sets forth a summary of the
voting on this proposal:
CLASS VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
------------------- ----------- ------------- --------------- ----------------
Common Stock 12,689,467 55,090 0 0
Series A Preferred 288,718 0 0 0
(c) The stockholders approved an amendment to our certificate of
incorporation, changing our name from "Atlantic Technology Ventures, Inc." to
"Manhattan Pharmaceuticals, Inc." The following table sets forth a summary of
the voting on this proposal:
CLASS VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
------------------- ----------- ------------- --------------- ----------------
Common Stock 12,671,687 72,750 120 0
Series A Preferred 288,718 0 0 0
19
(d) The stockholders approved an amendment to our Series A preferred
stock certificate of designations providing for the automatic conversion of all
outstanding shares of Series A preferred stock upon completion of our merger
with Manhattan Research Development, Inc. The following table sets forth a
summary of the voting on this proposal:
CLASS VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
------------------- ----------- ------------- --------------- ----------------
Common Stock 7,823,611 56,880 0 4,864,066
Series A Preferred 288,718 0 0 0
(e) The stockholders ratified our board of directors' selection of J.H.
Cohn, LLP as our independent auditors for fiscal 2002. The following table sets
forth a summary of the voting on this proposal:
CLASS VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES
------------------- ----------- ------------- --------------- ----------------
Common Stock 12,615,981 122,326 6,250 0
Series A Preferred 288,718 0 0 0
20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
---------- ------------
3.1 Certificate of incorporation, as amended through February 21,
2003 (incorporated by reference to the same exhibit number to
the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2002).*
4.1 Form of warrant issued by Manhattan Research Development,
Inc., which automatically converted into warrants to purchase
shares of the Registrant's common stock upon the merger
transaction with such company.*
10.1 Third Amendment to Employment Agreement dated February 21,
2003 between the Registrant and Frederic. P. Zotos.*
10.2 Third Amendment to Employment Agreement dated February 21,
2003 between the Registrant and A. Joseph Rudick.*
10.3 Second Amendment to Employment Agreement dated February 21,
2003 between the Registrant and Nicholas J. Rossettos.*
10.4 Employment Agreement dated January 2, 2003, between Manhattan
Research Development, Inc. and Leonard Firestone, as
assigned to the Registrant effective as of
February 21, 2003.*
10.5 Employment Agreement dated February 28, 2003, between the
Registrant and Nicholas J. Rossettos.*
10.6 License Agreement dated on or about February 28, 2002 between
Manhattan Research Development, Inc. (f/k/a Manhattan
Pharmaceuticals, Inc.) and Oleoyl-Estrone Developments SL
(portions if 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).*
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certifications of Chief Executive and Chief Financial Officer.
-----------------------
* As previously filed.
(b) Reports on Form 8-K
On March 5, 2003, we filed a Current Report on Form 8-K dated February
21, 2003 disclosing under Item 2 thereof our merger transaction with Manhattan
Research Development, Inc. On May 9, 2003, we amended the current report to
include financial statements and pro forma information, as required by Item 7 of
Form 8-K.
21
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: August 11, 2003 By: /s/ Leonard Firestone
-------------------------------------------------
Leonard Firestone
President and Chief Executive Officer
Date: August 11, 2003 By: /s/ Nicholas J. Rossettos
-------------------------------------------------
Nicholas J. Rossettos
Chief Financial Officer
22
EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of incorporation, as amended through February 21,
2003 (incorporated by reference to the same exhibit number to
the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2002).*
4.1 Form of warrant issued by Manhattan Research Development,
Inc., which automatically converted into warrants to purchase
shares of the Registrant's common stock upon the merger
transaction with such company.*
10.1 Third Amendment to Employment Agreement dated February 21,
2003 between the Registrant and Frederic. P. Zotos.*
10.2 Third Amendment to Employment Agreement dated February 21,
2003 between the Registrant and A. Joseph Rudick.*
10.3 Second Amendment to Employment Agreement dated February
21, 2003 between the Registrant and Nicholas J. Rossettos.*
10.4 Employment Agreement dated January 2, 2003, between
Manhattan Research Development, Inc. and Leonard Firestone,
as assigned to the Registrant effective as of
February 21, 2003.*
10.5 Employment Agreement dated February 28, 2003, between the
Registrant and Nicholas J. Rossettos.*
10.6 License Agreement dated on or about February 28, 2002 between
Manhattan Research Development, Inc. (f/k/a Manhattan
Pharmaceuticals, Inc.) and Oleoyl-Estrone Developments SL
(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).*
31.3 Certification of Chief Executive Officer
31.4 Certification of Chief Financial Officer
32.1 Certifications of Chief Executive and Chief Financial Officer.
-----------------------
* As previously filed.
23