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news.Manhattan Pharmaceuticals (Manhattan) has entered into a definitive agreement and plan of merger and completed the merger transaction with Ariston Pharmaceuticals. As a result of the merger, Ariston became a wholly-owned subsidiary of Manhattan.
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As per the terms of the merger agreement, Manhattan, upon the closing, issued 7.06 million shares of its common stock to Ariston stockholders and debt holders (which represents approximately 6% of Manhattan Pharmaceuticals common stock on an issued and outstanding basis).
Under the terms of the merger agreement, Manhattan could issue up to an additional 24.74 million shares upon completion of certain development milestones relating to the Ariston product candidates. If all the product development milestones are reached, former Ariston stockholders and debt holders will own 22% of Manhattan common stock on a currently issued and outstanding basis.
In addition, Manhattan has reserved 43.63 million shares of its common stock for the possible future conversion of $16.45 million of Ariston’s outstanding convertible debt. The debt holders have no recourse to Manhattan for repayment. They do have the right to convert their notes into shares of Manhattan common stock.
In connection with the Ariston transaction, Manhattan will appoint Malcolm Morville, former president and CEO of Ariston, as executive chairman of Manhattan. Michael McGuinness will remain Manhattan’s COO and CFO and Mary Spellman, will also continue to serve as head of dermatology and drug development. Michelle Carroll will serve as vice president for corporate development.
With the completion of the Ariston transaction, Manhattan Pharmaceuticals’ pipeline has been expanded from two to four product candidates: Hedrin, AST-726, AST-915 and GEL.