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): August 10, 2006
Manhattan
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-27282
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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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810
Seventh Avenue, 4th
Floor
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10019
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(Address
of principal executive
offices)
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(Zip
Code)
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(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
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
On
August
10, 2006, the Audit Committee of the Board of Directors of Manhattan
Pharmaceuticals, Inc. (the “Company”) concluded that the Company’s interim
financial statements included in its Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2006 should no longer be relied upon. The Company
intends to amend the Form 10-QSB on or about August 14, 2006 in order to restate
the financial statements contained in such report.
The
restatement is required to correct an error related to the recording of a
research and development expense that should have been recorded as a prepaid
expense and to disclose a related material commitment. This error was discovered
by the Company as part of the financial closing process for the period ended
June 30, 2006. The Company’s financial statements for the quarter ended March
31, 2006 will be restated to increase the Company’s prepaid expenses and reduce
its research and development expenses by $416,798, and to disclose the related
material commitment of $2,151,840 for a research and development agreement
entered into during the quarter ended March 31, 2006 for conducting a Phase
IIa
study of Oleoyl-estrone, its obesity product candidate. The increase in prepaid
expenses and reduction in research and development expenses of $416,798 resulted
from an error in recording an initial invoice of $430,368 relating to such
commitment. This invoice should have been recorded as $13,570 of research and
development expenses and an increase of $416,798 in the Company’s prepaid
expenses. Nothing has come to the Company’s attention to indicate that the error
was other than inadvertent. The Company does not believe the error will have
any
effect on reported results for any other past or future periods.
The
Company’s Audit Committee has discussed the matters disclosed in this Form 8-K
with J.H. Cohn LLP, its independent registered public accounting firm.
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:
August 14, 2006 |
By: |
/s/ Michael
G. McGuinness |
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Michael G. McGuinness
Chief Financial
Officer
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