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): July 8, 2005
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MANHATTAN SCIENTIFICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-28411 85-0460639
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
405 Lexington Avenue, 32nd Floor, New York, New York 10174
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 551-0577
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Not applicable
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 8, 2005, Manhattan Scientifics, Inc. (the "Company") terminated a
Technology License Agreement dated December 4, 2003 (the "Agreement") by and
between the Company and Energy Related Devices, a New Mexico corporation
("ERD"). The Agreement granted ERD a non-exclusive license to the Company's
micro fuel cell intellectual property (the "MFC Intellectual Property") pursuant
to which ERD would pay the Company royalties for products or services derived
from or based on the MFC Intellectual Property. On March 2, 2005, the Company
provided notice to ERD of termination of the Agreement for (i) ERD's failure to
pay royalties due under the Agreement, (ii) improper licensing of the MFC
Intellectual Property and (iii) the disclosure of confidential information.
Pursuant to the terms of the Agreement, the Company provided ERD a sixty day
period to cure the events of default (the "Events of Default"). ERD failed to
cure the Events of Default and the Company subsequently terminated the
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Technology License Agreement dated December 4, 2003
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.
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(Registrant)
Date July 25, 2005
----------------- By: /s/ Marvin Maslow
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Name Marvin Maslow
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Title: Chief Executive Officer
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