UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): May 1, 2019
MANHATTAN SCIENTIFICS, INC. |
(Exact name of registrant as specified in charter) |
Delaware |
| 000-28411 |
| 85-0460639 |
(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):
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))
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
Title of each class | Trading Symbol | Name of each exchange on which registered |
Not applicable. |
Item 1.01 Entry Into a Material Definitive Agreement
On May 1, 2019, Manhattan Scientifics, Inc., a Delaware corporation (the “Company”), and Metallicum, Inc., a wholly-owned subsidiary of the Company, entered into an Overarching Agreement with a non-affiliated third party (“Third Party”), providing for an exclusive license by the Company of its ECAP technology to the Third Party for a term of 17 years unless terminated sooner, a sublicense by the Company to the Third Party of its rights under that certain Exclusive Field-of-Use Patent License Agreement dated January 5, 2009 entered with The Los Alamos National Laboratory for a term until the expiration of the last valid claim to expire of the patents pursuant to such agreement and the sale by the Company of three ECAP-C machines to the Third party. As part of the above license agreements, the Company will receive royalty payments, including minimum payments, based on a percentage of the Third Party’s sales.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit |
|
|
Number |
| Description |
|
|
|
10.1* |
| Form of Overarching Agreement between Manhattan Scientifics, Inc., Metallicum, Inc. and the Third Party dated May 1, 2019 |
10.2* |
| Form of Exclusive Intellectual Property License and Royalty Agreement between Manhattan Scientifics, Inc. and the Third Party dated May 1, 2019 |
10.3* |
| Form of Patent Sublicense Agreement between Manhattan Scientifics, Inc. and the Third Party dated May 1, 2019 |
10.4* |
| Form of Agreement and Bill of Sale dated May 1, 2019 |
_________
* To be filed by amendment.
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SIGNATURES
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.
| MANHATTAN SCIENTIFICS, INC. | ||
| |||
Date: May 7, 2019 | By: | /s/ Emmanuel Tsoupanarias |
|
New York, New York | Name: | Emmanuel Tsoupanarias | |
| Title: | Chief Executive Officer |
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