-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AtJxCZywbP/VElgpqSnxuW45vqdT+Qm9BbVpd8Ymgih9FP0cAiKHF9LAd1LO+w8k OmTHCs62qG6kESNAofOM8Q== 0001144204-08-000855.txt : 20080104 0001144204-08-000855.hdr.sgml : 20080104 20080104211501 ACCESSION NUMBER: 0001144204-08-000855 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070925 FILED AS OF DATE: 20080104 DATE AS OF CHANGE: 20080104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neuro-Hitech, Inc. CENTRAL INDEX KEY: 0001328511 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204121393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA, SUITE 2514 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-798-8100 MAIL ADDRESS: STREET 1: ONE PENN PLAZA, SUITE 2514 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: NEURO-HITECH PHARMACEUTICALS INC DATE OF NAME CHANGE: 20060208 FORMER COMPANY: FORMER CONFORMED NAME: Northern Way Resources, Inc. DATE OF NAME CHANGE: 20050526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DANTZKER DAVID CENTRAL INDEX KEY: 0001245926 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33426 FILM NUMBER: 08513587 BUSINESS ADDRESS: STREET 1: 80 CUTTERMILL ROAD STE 311 CITY: GREAT NECK STATE: NY ZIP: 11201 MAIL ADDRESS: STREET 1: 80 CUTTERMILL ROAD STE 311 CITY: GREAT NECKK STATE: NY ZIP: 11201 4 1 v098951_ex.xml X0202 4 2007-09-25 0 0001328511 Neuro-Hitech, Inc. NHPI 0001245926 DANTZKER DAVID WHEATLEY PARTNERS, LP 747 THIRD AVENUE, SUITE 24A NEW YORK NY 10017 1 0 0 0 Common Stock 2007-09-25 4 J 0 3100 A 445386 I By Wheatley MedTech Partners, L.P. Common Stock 2007-12-14 4 P 0 100000 A 545386 I By Wheatley MedTech Partners, L.P. Common Stock 2007-12-14 4 J 0 26340 A 571726 I By Wheatley MedTech Partners, L.P. Common Stock 2007-09-25 4 J 0 4680 A 619495 I By Wheatley New York Partners LP Common Stock 2007-12-14 4 P 0 150000 A 769495 I By Wheatley New York Partners LP Common Stock 2007-12-14 4 J 0 17560 A 787055 I By Wheatley New York Partners LP Warrant to purchase Common Stock 2007-12-14 4 P 0 50000 A 2007-12-14 2012-12-14 Common Stock 50000 50000 I By Wheatley MedTech Partners, L.P. Warrant to purchase Common Stock 2007-12-14 4 P 0 75000 A 2007-12-14 2012-12-14 Common Stock 75000 75000 I By Wheatley New York Partners LP Option 4.07 2008-01-02 4 A 0 4687 0 A 2008-06-30 2017-12-31 Common Stock 4687 4687 D Option 4.20 2008-01-02 4 A 0 18750 0 A 2008-07-02 2018-01-02 Common Stock 18750 18750 D The securities were acquired as liquidated damages from the issuer's failure to timely file a registration statement registering a portion of Wheatley MedTech Partners, L.P.'s and Wheatley New York Partners LP's shares. The reporting person is a member of the general partner of the limited partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuiniary interest therein. These securities were purchased from the issuer on December 14, 2007 as part of a sale by the issuer of units for $4.00 per unit. Each unit consisted of one share of Common Stock and a warrant to acquire 0.5 share of Common Stock. The securities were acquired pursuant to certain anti-dilution protections provided to Wheatley MedTech Partners, L.P. and Wheatley New York Partners LP in a prior private offering. The exercise price of the warrants is $7.00 per share unless the warrants are exercised prior to the later of (i) April 30, 2008 or (ii) thirty days after a registration statement registering the shares of common stock underlying the warrants is declared effective by the Securities and Exchange Commission, in which case the exercise price will be $5.00 per share. The option was issued pursuant to the issuer's Non-Management Directors Deferral Program and was granted under the issuer's 2006 Amended and Restated Incentive Stock Plan. The Non-Management Directors Deferral Program allows directors who are not employees of the issuer to elect to receive, quarterly, compensation for their service as members of the issuer's board, in part or in whole, in the form of options. The option was issued pursuant to the issuer's Amended and Restated Non-Management Directors Deferral Program ("Program") and was granted under the issuer's 2006 Amended and Restated Incentive Stock Plan. The Program allows directors who are not employees of the issuer to elect to receive, annually, compensation for their service as members of the issuer's board, in part or in whole, in the form of options. The option shall vest as to 1,562 shares beginning on February 2, 2008 and each month thereafter until January 2, 2009. /s/ David Barrett, attorney-in-fact 2008-01-04 -----END PRIVACY-ENHANCED MESSAGE-----