UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2005 ------------- MANHATTAN SCIENTIFICS, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-28411 85-0460639 - ------------------------------- ----------------------- ----------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 405 Lexington Avenue, 32nd Floor, New York, New York 10174 ---------------------------------------------------- ------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 551-0577 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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)) This Form 8-K and other reports filed by Manhattan Scientifics, Inc. (the "Company") from time to time with the Securities and Exchange Commission (collectively the "Filings") contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to the Company's or the Company's management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Company's industry, operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On May 16, 2005, Scott Bach submitted his resignation as Director and Secretary of Manhattan Scientifics, Inc. effective May 16, 2005 in order pursue other business opportunities. Mr. Bach will remain available to provide legal services to Manhattan Scientifics, Inc. in the role of outside counsel as the Company may require. Mr. Bach's resignation was not the result of any disagreement relating to our operations, policies or practices. Mr. Ralph Anderson, currently a Director of Manhattan Scientifics, Inc. has been appointed the new Secretary of the Company effective May 17, 2005. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MANHATTAN SCIENTIFICS, INC. --------------------------- (Registrant) Date: May 16, 2005 By: /s/ Marvin Maslow ---------------------- Name: Marvin Maslow Title: Chief Executive Officer