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): March 13, 2015



(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 3.02 Unregistered Sales of Equity Securities


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On March 13, 2015, Marvin Maslow was elected as a member of the Board of Directors of Manhattan Scientifics Inc. (the “Company”). There is no understanding or arrangement between Mr. Maslow and any other person pursuant to which he was appointed as director. Mr. Maslow does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer. Since the beginning of the Company's last fiscal year, Mr. Maslow has not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000.


Marvin Maslow served as the CEO of the Company from January 1998 until November 2007 and served as Chairman Emeritus of the Company from 2008 through 2015. From June 1990 through September 1996, Mr. Maslow served as chief executive officer of Projectavision, Inc., a company he co-founded to develop and market video projection technology. For more than 20 years, Mr. Maslow has been President of Normandie Capital Corp., a private investment and consulting company. Mr. Maslow is credited with the starting up and financing of more than 20 enterprises during his career. Mr. Maslow received an A.A.S. degree from the Rochester Institute of Technology in 1957 and an honorable discharge from the U.S. Army Signal Corps in 1963. Mr. Maslow also serves as a Manager of the Company’s Senior Scientifics LLC subsidiary.


In consideration of legal services provided by Larry Schatz in connection with the litigation and settlement matters between the Company and Carpenter Technology Corporation, on March 13, 2015, the Company agreed to issue to Mr. Schatz 1,000,000 shares of common stock of the Company and warrants to acquire 2,500,000 shares of common stock. The common stock purchase warrants are exercisable for five (5) years at an exercise price of $0.12 per share. Mr. Schatz is a member of the Company's Board of Directors.


The issuance of the securities to Mr. Schatz was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. Larry Schatz is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.


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 Warrant






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  



March 18, 2015


New York, New York