TG Therapeutics Inc (TGTX)

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Share holders meeting to issue more shares. And merger talks?http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001144204%2D09%2D050527%2Etxt&FilePath=%5C2009%5C09%5C29%5C&CoName=MANHATTAN+PHARMACEUTICALS+INC&FormType=PRE+14A&RcvdDate=9%2F29%2F2009&pdf= U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934


Filed by the Registrant ý
Filed by a Party other than the Registrant o


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 2009

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To Our Stockholders:


You are cordially invited to attend the Annual Meeting of Stockholders of Manhattan Pharmaceuticals, Inc., a Delaware corporation (“Manhattan”). The Annual Meeting will be held at the offices of Lowenstein Sandler PC at 65 Livingston Avenue, Roseland, New Jersey, 07068, on November 16, 2009, at 10:00 a.m. (EST), or at any adjournment or postponement thereof, for the purpose of considering and taking appropriate action with respect to the following:

1. To amend our Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 300,000,000 to 500,000,000 to ensure that we will have an adequate number of authorized and unissued shares of Common Stock available for future issuance in connection with the Ariston Merger (as defined later) and/or the Financing (as defined later).;



2. To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;



3. To amend the Company’s 2003 Stock Option Plan to increase the number of shares available for issuance thereunder from 10,400,000 to 15,000,000;



4. To authorize our Board of Directors (the “Board”), at its discretion, to amend our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), within the range of 1 for 10 and 1 for 25, inclusive, without further approval or authorization of our stockholders if the Board determines in the future that such a reverse stock split is in the best interests of the stockholders. The Board has no intentions at this time to effect such a reverse stock split;



5. To ratify the appointment of J.H. Cohn LLP as our independent registered public accounting firm for the year ending December 31, 2009; and



6. To transact any other business as may properly come before the Annual Meeting or any adjournments thereof.



Our Board of Directors has fixed the close of business on September 18, 2009, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponement thereof.


All stockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, please complete, date and sign the enclosed proxy and return it in the enclosed envelope, as promptly as possible. If you attend the Annual Meeting, you may withdraw the proxy and vote in person.


By Order of the Board of Directors,

MANHATTAN PHARMACEUTICALS, INC.

/s/ Michael G. McGuinness

Michael G. McGuinness
Chief Operating Officer, Chief Financial Officer and Secretary

New York, New York
September [ ], 2009



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PROXY STATEMENT
OF
MANHATTAN PHARMACEUTICALS, INC.



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ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
NOVEMBER 16, 2009

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The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Manhattan Pharmaceuticals, Inc., a Delaware corporation (sometimes referred to as “Manhattan,” “we,” “us,” or “our”) for use at the Annual Meeting of Stockholders to be held on November 16, 2009, at 10:00 a.m. EST (the “Annual Meeting”), or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at the offices of Lowenstein Sandler PC at 65 Livingston Avenue, Roseland, New Jersey, 07068, on November 16, 2009, at 10:00 a.m. (EST).


Important Notice of Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on November 16, 2009.

Our proxy materials including our Proxy Statement for the 2009 Annual Meeting, 2008 Annual Report to Stockholders (which contains our Annual Report on Form 10-K) and proxy card are available on the Internet at www.proxyvote.com.


QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING


Why am I receiving these materials?

We sent you this proxy statement and the enclosed proxy card because our Board of Directors is soliciting your proxy to vote at the 2009 Annual Meeting of Stockholders. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. The Annual Meeting will be held on November 16, 2009, at 10:00 a.m. (EST) at the offices of Lowenstein Sandler PC at 65 Livingston Avenue, Roseland, New Jersey, 07068. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or utilize the internet or telephone voting options.


We intend to mail this proxy statement and accompanying proxy card on or about October 13, 2009 to all stockholders of record entitled to vote at the Annual Meeting.


What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Many of our stockholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer and Trust Company, you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting.

Beneficial Owner

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or nominee which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker as to how to vote and are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a signed proxy from the record holder giving you the right to vote the shares. If you do not vote your shares or otherwise provide the stockholder of record with voting instructions, your shares may constitute broker non-votes. The effect of broker non-votes is more specifically described in “What vote is required to approve each proposal?” below.


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Who can vote at the Annual Meeting?


Only stockholders of record at the close of business on the record date, September 18, 2009, will be entitled to vote at the Annual Meeting. On this record date, there were 70,624,232 shares of our Common Stock outstanding and entitled to vote.


Stockholder of Record: Shares Registered in Your Name


As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.


Beneficial Owner: Shares Registered in the Name of a Broker or Bank


As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.


What am I voting on?


You are being asked to consider and vote on the following proposals:
· To amend our Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 300,000,000 to 500,000,000000 to ensure that we will have an adequate number of authorized and unissued shares of Common Stock available for future issuance in connection with the Ariston Merger (as defined later) and/or the Financing (as defined later);



· To elect six directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;



· Amendment to our 2003 Stock Option Plan to increase the number of shares available for issuance thereunder from 10,400,000 to 15,000,000.



· To authorize our Board, at its discretion, to amend our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), within the range of 1 for 10 and 1 for 25, inclusive, without further approval or authorization of our stockholders if the Board determines in the future that such a reverse stock split is in the best interests of the stockholders. The Board has no intentions at this time to effect such a reverse stock split;



· To ratify the appointment of J.H. Cohn LLP as our independent registered public accounting firm for the year ending December 31, 2009; and



· To transact any other business as may properly come before the Annual Meeting or any adjournments thereof.



How do I vote?


You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your vote for any nominee you specify. For the other matters to be voted on, you may vote “For” or “Against” or “Abstain” from voting. The procedures for voting are as follows:


Stockholder of Record: Shares Registered in Your Name


If you are a stockholder of record, you may vote in person at the Annual Meeting, or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy.

· To vote in person, come to the Annual Meeting, where a ballot will be made available to you.



· To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, your shares will be voted as you indicate on your proxy card. If you vote the enclosed proxy but you do not indicate your voting preferences, and with respect to any other matter that properly comes before the Annual Meeting, the individuals named on the proxy card will vote your shares FOR the matters submitted at the Annual Meeting, or if no recommendation is given, in their own discretion.



· To vote your proxy by the internet, simply log on to www.proxyvote.com , have your proxy card in hand and follow the instructions. If you vote your proxy by the internet by 11:59 PM EST on November 13, 2009, your shares will be voted as you indicate on your internet vote. If you vote by the internet but you do not indicate your voting preferences, and with respect to any other matter that properly comes before the Annual Meeting, the individuals named on the proxy card will vote your shares FOR the matters submitted at the Annual Meeting, or if no recommendation is given, in their own discretion.



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· To vote your proxy by telephone, simply use a touch-tone telephone and dial 1-800-690-6903, have your proxy card in hand and follow the instructions. If you vote your proxy by telephone by 11:59 PM EST on November 13, 2009, your shares will be voted as you indicate on your telephone vote. If you vote by telephone but you do not indicate your voting preferences, and with respect to any other matter that properly comes before the Annual Meeting, the individuals named on the proxy card will vote your shares FOR the matters submitted at the Annual Meeting, or if no recommendation is given, in their own discretion.



Beneficial Owner: Shares Registered in the Name of Broker or Bank


If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that