Filed
Pursuant to Rule 424(b)(3) and 424(c)
Commission
File No. 333-150580
Manhattan
Pharmaceuticals, Inc.
33,928,571
Shares
Common
Stock
This
prospectus supplement supplements the prospectus dated October 15, 2008, which
relates to the shares of our common stock that may be sold by the selling
securityholders named therein.
This prospectus supplement should be
read in connection with, and may not be delivered or utilized without, the
prospectus dated October 15, 2008 and the prospectus supplements dated November 21, 2008, November 26, 2008, January 21, 2009
and January 22, 2009. This prospectus supplement is qualified
by reference to the prospectus and the prospectus supplements, except to the
extent that the information in this prospectus supplement updates or supersedes
the information contained in the prospectus dated October 15, 2008 or the
prospectus supplements dated November 21, 2008, November 26, 2008, January 21, 2009
and January 22, 2009.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement. Any representation to the contrary is a
criminal offense.
The date
of this prospectus supplement is January 28, 2009
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): January 22, 2009
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:
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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)
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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
7.01 Regulation FD
Disclosure.
As
previously disclosed on a Current Report on Form 8-K filed on September 9, 2008,
Manhattan Pharmaceuticals, Inc. (the “Company”) is subject
to an arbitration award in the amount of approximately $646,000 (the “Arbitration Award”)
issued on September 5, 2008 in the Swiss Chambers’ Arbitration, Zurich Chamber
of Commerce in favor of Swiss Pharma Contract Ltd. (“Swiss
Pharma”). On January 22, 2009, the Company received notice
that Swiss Pharma submitted a petition to the Supreme Court of the State of New
York, County of New York seeking to confirm and to enter a judgment on the
Arbitration Award. The Company does not have sufficient cash or other current
assets to satisfy the Arbitration Award.
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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By:
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/s/ Michael
G. McGuinness |
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Michael
G. McGuinness |
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Chief
Financial Officer
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