MANHATTAN SCIENTIFICS INC (Form: 8-K, Received: 11/08/2013 16:31:01)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): November 5, 2013

MANHATTAN SCIENTIFICS, INC.

(Exact name of registrant as specified in charter)

Delaware		000-28411		85-0460639
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

The Chrysler Building

405 Lexington Avenue, 26th Floor

New York, New York, 10174

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code: (212) 541-2405

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02

Unregistered Sales of Equity Securities

On November 5, 2013, Manhattan Scientifics, Inc. (the “Company”) entered into a Conversion Agreement with Marvin Maslow (the "Holder") pursuant to which the Company agreed to convert $1,057,608 of debt (the "Debt"), including principal and interest, currently owed to Holder into 105,761 shares of Series D Preferred Shares of the Company. The Debt has been outstanding since 2007.

The above transactions were approved by the Board of Directors of the Company. The Series D Preferred Stock does not pay dividends and the does not have a liquidation preference. The Holder of the Series D Preferred Stock will be entitled to 20 votes for each share of common stock that the Series D Preferred Stock are convertible into. The Series D Preferred Stock has a conversion price of $0.055 (the “Conversion Price”) and a stated value of $10.00 (the “Stated Value”) per share. Each share of Series D Preferred Stock is convertible, at the option of the Holder, into such number of shares of common stock of the Company as determined by dividing Stated Value by the Conversion Price.

Holder may only convert the Series D Preferred Stock upon certain Convertible Promissory Notes, whether presently outstanding or to be issued, issued to three accredited investors (the "Note Investors") in accordance with those certain Convertible Note Purchase Agreements between the Company and the Note Investors dated April 3, 2013, have either (i) been converted in full or in part by the Note Investors into shares of common stock of the Company, (ii) the Note Investors have sold or assigned all or a part of their Convertible Promissory Notes to third parties, or (iii) the Note Investors have been paid in full or in part. The Holder will only be permitted to convert such number of Series D Preferred Stock equal to the pro rata amount of the Convertible Promissory Notes converted, assigned or paid. In the event the Note Investors agree in writing that these restrictions may be terminated, then the Holder will be entitled to convert the Series D Preferred Stock at the Holder’s election and the above restrictions will be null and void. Additionally, Holder may not convert the Series D Preferred Stock until the ten day average daily trading volume is greater than $20,000.

In the event the Holder terminates its consulting agreement or violates a non-compete covenant, then the Series D Preferred Shares shall be returned to the Company for cancellation and the Company shall be obligated on the Debt.

The issuance of the Series D Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. The Holder of the Series D Preferred Stock is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 9.01

Financial Statements and Exhibits

Exhibit Number		Description

4.1		Certificate of Designation for the Series D Preferred Stock

10.1		Conversion Agreement by and between Manhattan Scientifics, Inc. and Marvin Maslow dated November 5, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MANHATTAN SCIENTIFICS, INC.

Date: November 8, 2013	By:	/s/ Emmanuel Tsoupanarias
New York, New York		Emmanuel Tsoupanarias
		Chief Executive Officer

EXHIBIT 4.1

MANHATTAN SCIENTIFICS, INC.

STATEMENT OF DESIGNATION, POWERS,

PREFERENCES AND RIGHTS OF

SERIES D PREFERRED STOCK

The undersigned, Chief Executive Officer of Manhattan Scientifics, Inc. , a Delaware corporation (the “Corporation ”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by a majority of the Board of Directors of the Corporation at a meeting duly held on Oct. 31, 2013 (“Effective Date”):

WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, to provide by resolution or resolutions for the issuance of 1,000,000 shares of Preferred Stock of the Corporation, in such Series and with such designations and such powers, preferences, rights, qualifications, limitations and restrictions thereof as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series; and

NOW, THEREFORE, BE IT RESOLVED:

1. Designation and Authorized Shares . The Corporation shall be authorized to issue 105,761 shares of Series D Preferred Stock, par value $.001 per share (the “ Series D Preferred Stock ”).

2. Stated Value . The stated value of each issued share of Series D Preferred Stock shall be deemed to be $10.00 (the “ Stated Value ”).

3. Voting . Except as otherwise expressly required by law, each holder of Series D Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Corporation and shall be entitled to twenty (20) votes for each share of Common Stock that each holder is entitled to receive upon conversion of the Series D Preferred Stock in full at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of shares of Series D Preferred Stock shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

4. Liquidation . The holders of Series D Preferred Stock shall not be entitled to receive any preference upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series D Preferred Stock shall share ratably with the holders of the common stock of the Corporation.

5. Conversion . The holder of Series D Preferred Stock shall have the following conversion rights (the " Conversion Rights "):

5.1 Right to Convert . Each share of Series D Preferred Stock shall be convertible at the option of the Holder thereof, at any time and from time to time from and after the Effective Date; subject to Sections 5.2 and 5.3 below, into that number of shares of Common Stock determined by dividing the Stated Value by the Conversion Price. For purposes of this Section, the conversion price for the Series D Preferred Stock shall equal $ 0.055 (the “ Conversion Price ”)

5.2 Holder may only convert the Series D Preferred Stock upon those Convertible Promissory Notes, whether presently outstanding or to be issued, issued to Raymond A. Mason, William B. Jones and the Ferdinand J. Crovato Trust (the "Note Investors") in accordance with that Convertible Note Purchase Agreement between the Corporation and the Note Investors dated April 3, 2013, have either (i) been converted in full or in part by the Note Investors into shares of common stock of the Corporation or its subsidiaries, (ii) the Note Investors have sold or assigned all or a party of their Convertible Promisorry Notes to third parties, or (iii) the Note Investors been paid in full or in part. The Holder will only be permitted to convert such number of Series D Preferred Stock equal to the pro rata amount of the Convertible Promissory Notes converted, assigned or paid. For example, if the Note Investors convert 10% of their Convertible Promissory Notes into shares of common stock, then the Holder shall be entitled to convert the Series D Preferred Stock into shares of common stock. In the event the Note Investors agree in writing that the restrictions set forth in this Section 5.2 may be terminated, then the Holder shall be entitled to convert the Series D Preferred Stock at the Holder’s election and this Section 5.2 shall be null and void.

5.3 In addition, Holder may not convert the Series D Preferred Stock until the average daily trading volume for a period of 10 consecutive trading days of the Corporation's common stock is greater than $20,000.

5.4 Mechanics of Voluntary Conversion . To convert Series D Preferred Stock into full shares of Common Stock on any date (the " Voluntary Conversion Date "), the Holder thereof shall (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Eastern Time on such date, a copy of a fully executed notice of conversion in the form attached hereto as Annex A (the " Conversion Notice "), to the Corporation. Upon receipt by the Corporation of the Conversion Notice, the Corporation or its designated transfer agent (the " Transfer Agent "), as applicable, shall, within three (3) business days following the date of receipt by the Corporation, issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled. If the number of shares of Preferred Stock represented by the Preferred Stock Certificate(s) submitted for conversion is greater than the number of shares of Series D Preferred Stock being converted, then the Corporation shall, as soon as practicable and in no event later than three (3) business days after receipt of the Preferred Stock Certificate(s) and at the Corporation's expense, issue and deliver to the holder a new Preferred Stock Certificate representing the number of shares of Series D Preferred Stock not converted.

6. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series D Preferred Stock against impairment or forfeiture.

7. Consolidation, Merger, Etc . In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the outstanding shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series D Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Conversion Rate times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into a preferred securities with identifical rights, conventants and restrictions set forth herein.

8. Expenses . The issuance of certificates representing shares of Common Stock upon conversion of the Series D Preferred Stock shall be made to each applicable shareholder without charge for any excise tax in respect of such issuance. However, if any certificate is to be issued in a name other than that of the holder of record of the Series D Preferred Stock so converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any excise tax which may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the Corporation that such tax has been paid or is not due and payable.

9. Fractional Shares . Series D Preferred Stock may only be issued in whole shares and not in fractions of a share. If any interest in a fractional share of Series D Preferred Stock would otherwise be deliverable to a person entitled to receive Series D Preferred Stock, the Corporation shall make adjustment for such fractional share interest by rounding up to the next whole share of Series D Preferred Stock.

10. Record Holders . The Corporation and its transfer agent, if any, for the Series D Preferred Stock may deem and treat the record holder of any shares of Series D Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation, Powers, Preferences and Rights of Series D Preferred Stock the first date set forth above.

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias, CEO

ANNEX A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to convert shares of the Series D Preferred Stock)

The undersigned hereby elects to convert the number of shares of the Series D Preferred Stock indicated below, into shares of common stock, no par value per share (the “ Common Stock ”), of Manhattan Scientifics, Inc., a Delaware corporation (the “ Corporation ”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.

Conversion calculations:

Date to Effect Conversion

_________________________________________________

Number of shares of Preferred Stock owned prior to Conversion

_________________________________________________

Number of shares of Preferred Stock to be Converted

_________________________________________________

Stated Value of shares of Preferred Stock to be Converted

_________________________________________________

Number of shares of Common Stock to be Issued

_________________________________________________

Applicable Set Price

_________________________________________________

Number of shares of Preferred Stock subsequent to Conversion

_________________________________________________

	[HOLDER]

	By:
		Name:
		Title:

EXHIBIT 10.1

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT, dated as of November 5, 2013 is made by and between Manhattan Scientifics, Inc., a Delaware corporation (“Company”), and Marvin Maslow (the “Holder”).

WHEREAS, the Company and the Holder entered into that certain "Soft-Debt" Settlement - Memorandum of Agreement which is an unfunded and unsecured promise by the Company to pay the Holder at some point in the future (the "Debt Agreement");

WHEREAS, pursuant to the Debt Agreement, the Company is presently indebted to the Holder in the amount of $1,057,608 including principal and interest (the "Debt");

WHEREAS, the Holder wishes to convert the Debt into 105,761 shares of Series D Preferred Shares of the Company (the “Securities”), which such terms are set forth in that certain Statement of Designation, Powers, Preferences and Rights of Series D Preferred Stock, and the Company has agreed to effectuate such conversion;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:

1. Conversion . The Debt is hereby convertible into the Securities.

2. Closing . Within five (5) business days of the Closing, the Company shall deliver a certificate representing the Securities to the Holder.

3. Further Assurances . In connection with the actions taken herein, the Holder, by entering into this Conversion Agreement, agrees to execute all agreements and other documents as reasonably requested by the Company.

4. Holder Representations and Warranties and Covenants . The Holder represents warrants and covenants to the Company as follows:

a. No Registration . The Holder understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “ Securities Act” ) by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Holder’s representations as expressed herein or otherwise made pursuant hereto.

b. Investment Intent . The Holder is acquiring the Securities for investment for his own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. The Holder further represents that it will not violate the Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the Securities.

c. Investment Experience . The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company and acknowledges that the Holder can protect its own interests. The Holder has such knowledge and experience in financial and business matters so that the Holder is capable of evaluating the merits and risks of its investment in the Company.

d. Speculative Nature of Investment . The Holder understands and acknowledges that the Company has a limited financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of such investment and is able, without impairing the Holder’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

e. Accredited Investor . The Holder is an “accredited investor’ within the meaning of Regulation D, Rule 50 1(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company.

f. Rule 144 . The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about the Company and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Securities the Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

g. Authorization .

i. The Holder has all requisite power and authority to execute and deliver this Conversion Agreement, and to carry out and perform its obligations under the terms hereof. All action on the part of the Holder necessary for the authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of the Holder’s obligations herein, has been taken.

ii. This Conversion Agreement, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by the Holder in connection with the execution and delivery of this Conversion Agreement by the Holder or the performance of the Holder’s obligations hereunder.

h. Brokers or Finders . Such Holder has not engaged any brokers, finders or agents, and the Company has not, and will not, incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with this Conversion Agreement and the transactions related hereto.

i. Tax Advisors . The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Conversion Agreement.

j. Legends. The Holder understands and agrees that the certificates evidencing the Securities shall bear a legend in substantially the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

5. Restrictions on Transfer . In addition to the restrictions required under the Securities Act and Rule 144 promulgated thereunder, Holder shall not be entitled to gift, assign, pledge, hypothecate, sell or transfer the Securities on a pro-rata basis until (A) those Convertible Promissory Notes, whether presently outstanding or to be issued, issued to Raymond A. Mason, William B. Jones and the Ferdinand J. Crovato Trust (the "Note Investors") in accordance with that Convertible Note Purchase Agreement between the Company and the Note Investors dated April 3, 2013, have either (i) been converted in full or in part by the Note Investors into shares of common stock of the Corporation or its subsidiaries, (ii) the Note Investors have sold or assigned all of their Convertible Promissory Notes to third parties, (iii) the Note Investors been paid in full or in part or (iv) the Note Investors agree in writing that the restrictions set forth in this Section 5 may be terminated and (B) the average daily trading volume of the Company's common stock for a period of 10 consecutive trading days is greater than $20,000. For example, if the Note Investors convert 10% of their Convertible Promissory Notes into shares of common stock, then the Holder shall be entitled to convert the Securities into shares of common stock assuming the Section 5(B) of this Agreement has been satisfied. In the event the Holder is permitted to gift, assign, pledge, hypothecate, sell or transfer (one or more pro rata parts or all of) the Securities under this Section 5, such Securities shall continue to be subject to forfeiture, as provided in Section 6 of this Agreement, by Holder and by all subsequent assignees, purchasers, donees, transferees and other holders of the Securities.

6. Forfeiture . In the event (A) Normandie New Mexico Corp. (which designated Holder as its key man) terminates the certain Consulting Agreement dated October 1, 2009 (the “Consulting Agreement”) or (B) the Holder violates the Non-Compete Covenant as set forth below, the Securities shall be returned to the Company for cancellation and the Company shall be obligated on the Debt to the Holder in accordance with the terms of the Debt Agreement. The Non-Compete Covenant provides that: (I) the Holder shall not, directly engage or own, manage, operate, control or participate in the ownership, management or control of, be employed by, or render services, or guarantee any obligation of, any person (other than the Company and its affiliates) engaged in or planning to become engaged in any business (as defined in the Company’s Form 10K for the year ending December 31, 2012) of the Company anywhere in the world; provided, however , that Holder may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without otherwise participating in the management or activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; or (II) Holder shall not, directly or indirectly, (i) induce or attempt to induce any employee or independent contractor of the Company to leave the employ of Company; or (ii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, consultant or other Person to cease doing business with the Company or in any way interfere with the relationship between the Company and any person who has been a customer, supplier, licensee, licensor, franchisee or consultant of the Company or Company at any time during the Covenant Period. The Covenant Period shall be for a period during the Consulting Agreement and for one (1) year after termination of the Consulting Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized as of the day and year first above written.

	MANHATTAN SCIENTIFICS, INC.

	By:	/s/ Emmanuel Tsoupanarias
		Emmanuel Tsoupanarias
		CEO


	By:	/s/ Marvin Maslow
		Marvin Maslow