8-K 1 mhtx_8k.htm FORM 8-K





Washington, DC 20549





Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934


Date of Report (Date of earliest reported): December 10, 2014



(Exact name of registrant as specified in charter)







(State or Other Jurisdiction of

Incorporation or Organization)


(Commission File Number)


(IRS Employer Identification No.)


The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York, 10174

(Address of Principal Executive Offices) (Zip Code)


Registrant’s Telephone Number, including area code: (212) 541-2405


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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement


Item 3.02 Unregistered Sales of Equity Securities


On December 4, 2014, Manhattan Scientifics, Inc. (the “Company”) entered into subscription agreements with accredited investors (the “2014 Accredited Investors”) pursuant to which the 2014 Accredited Investors purchased an aggregate of 968,863 shares of the Company’s common stock at $0.11 per share (the “2014 Shares”) for an aggregate purchase price of $106,575 (the "2014 Funds"). The Funds were received by the Company on November 13, 2014, December 2, 2014, December 4, 2014 and December 8, 2014.


A registered broker-dealer that assisted in the above transaction received a cash fee in the amount of five percent (5%) of the 2014 Funds.


The 2014 Shares were offered and sold in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act. The 2014 Accredited Investors are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.


The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.


Item 9.01 Financial Statements and Exhibits


Exhibit No.


Description of Exhibit




Form of Subscription Agreement entered by and between Manhattan Scientifics, Inc. and the 2014 Accredited Investors






Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 


By: /s/ Emmanuel Tsoupanarias  
  Name: Emmanuel Tsoupanarias  
  Title: Chief Executive Officer  



December 11, 2014


New York, New York