SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-32639
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K and Form 10-KSB [_] Form 11-K [_] Form 20-F
[x] Form 10-QSB [_] Form N-SAR
For Period Ended: September 30, 2005
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:______________________________
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: ________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Manhattan Pharmaceuticals, Inc.
Former name if applicable: _____________________________________________________
Address of principal executive office (Street and number)
810 Seventh Avenue, 4th Floor
City, state and zip code
New York, New York 10019
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
| thereof will be filed on or before the 15th calendar day
[x] | following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof
| will be filed on or before the fifth calendar day following
| the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR
or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant experienced difficulties filing its Quarterly Report on
Form 10-QSB for the quarter ended September 30, 2005 (the "Report") via EDGAR.
The Company engaged a third party service to effect the filing of the Report and
was prepared and had attempted to file such report beginning at approximately
5:05 p.m. EST on November 14, 2005. However, despite numerous attempts, the
Report was not being accepted for filing by the EDGAR system. The Report was
finally received by the EDGAR system at 5:33 p.m. on November 14, 2005 and
accepted at 5:35 p.m. on November 14, 2005. The Company believes that
difficulties with the EDGAR system's server resulted in its inability to timely
file the Report.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Nicholas J. Rossettos (212) 582-9847
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [x] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? [_] Yes [x] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Manhattan Pharmaceuticals, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 15, 2005 By /s/ Nicholas J. Rossettos
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Nicholas J. Rossettos
Its: Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).