UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10- K / A


( Amendment #2 )





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2009





[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______.





MANHATTAN SCIENTIFICS, INC.





(Name of small business issuer in its charter)


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





405 Lexington Avenue, 32nd Floor, New York, New York, 10174


(Address of principal executive offices) (Zip code)





Issuer's telephone number: (212) 551-0577


Securities registered pursuant to Section 12(b) of the Act: None





Securities registered pursuant to Section 12(g) of the Act:


Common Stock, $0.001 par value


(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  ̈ No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈  No x





The aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2009 was $12,153,730.  For purposes of this computation, all executive officers, directors and 10% shareholders were deemed affiliates. Such a determination should not be construed as an admission that such 10% shareholders are affiliates.





As of March 31, 2010 there were 397,452,926 shares of common stock of the issuer issued and outstanding.


1





EXPLANATORY NOTE





This Amendment No. 2 (“Amendment”) on Form 10-K/A amends the Annual Report of Manhattan Scientifics, Inc.. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on April 9, 2010 and amended on November 22, 2010 (the "Original Filing"). This Amendment is being filed to file Exhibits 10.18 and 10.21 without redaction. Except as stated herein, this Amendment does not reflect events occurring after the date of the filing of the Original Report.


























2










ITEM 15. EXHIBITS





(a) EXHIBITS




Exhibit

Number

Description of Exhibit2.1

Agreement and Plan of Reorganization (1)2.2

Agreement and Plan of Merger (1)3.1

Certificate of Incorporation (1)3.2

Amendment to Certificate of Incorporation (1)3.3

Bylaws (1)4.1

Amended Certificate of Designation, Preferences and Rights of Series C Preferred Stock (2)10.6

Manhattan Scientifics, Inc. 1998 Stock Option Plan (1)10.10

Stock Purchase Agreement between Manhattan Scientifics, Inc., Projectavision, Inc., and Lancer Partners, L.P. (3)10.12

Manhattan Scientifics, Inc. 2000 Equity Incentive Plan (5)10.13

2004 Consultant Stock Plan (6)10.16

Manhattan Scientifics 2005 Equity Incentive Plan (8)10.17

Technology Transfer Agreement by and between Carpenter Technology Corporation and Manhattan Scientifics, Inc, effective as of the 12th day of September 2009 (7)10.18

Acquisition Option Agreement by and among Senior Scientific LLC, Edward R. Flynn, Ph.D., Scientific Nanomedicine, Inc. and Manhattan Scientifics, Inc. (10)10.19

Stock Purchase Agreement, dated as of June 12, 2008, among Manhattan Scientifics, Inc., Metallicum, Inc., and the shareholders of Metallicum (9)10.20

Settlement and Memorandum of Agreement among Marvin Maslow, Jack B. Harrod and Manhattan Scientifics, Inc. (9)10.21

Patent License Agreement Between Los Alamos National Security, LLC and Manhattan Scientifics, Inc. (10)14

Code of Ethics (9)21

List of Subsidiaries ( 10 )31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d- 14(a) ( 10 )31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d- 14(a) ( 10 )32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ( 10 )32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (10)





(1) Incorporated by reference to the registrant's Form 10-SB filed with the Commission on December 8, 1999.


(2) Incorporated by reference to the registrant's Form 10-QSB filed with the Commission on August 14, 2000 for the period ended June 30, 2000.


(3) Incorporated by reference as Amendment No. 2 to the registrant's Form 10-SB filed with Commission on February 9, 2000.


(4) Reserved.


(5) Incorporated by reference to the registrant's registration statement filed on Form S-8 filed with the Commission on September 14, 2001.


(6) Incorporated by reference to the registrant's registration statement filed on Form S-8 filed with the Commission on November 26, 2004.


(7) Incorporated by reference to Amendment No. 2 to the registrant’s Form 10-Q/A for the period ended September 30, 2009 filed with the Commission on October 4, 2010.


(8) Incorporated by reference to the registrant's registration statement in Form S-8 filed with the Commission on June 8, 2005.


(9) Incorporated by reference to the registrant's Form 10-K filed with the Commission on April 9, 2010.


( 10 ) Filed herewith.




3





SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th day of March 2011.





MANHATTAN SCIENTIFIC, INC.By:
/s/ Emmanuel TsoupanariasEmmanuel TsoupanariasChief Executive Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on March 25, 2011 on behalf of the registrant and in the capacities indicated.


Signature
Title/s/ Emmanuel Tsoupanarias
Chief Executive Officer,Emmanuel Tsoupanarias
President, Chairman of the Board

(Principal Executive Officer and Principal Accounting Officer )/s/ Leonard Friedman
Secretary and DirectorLeonard Friedman/s/ Frank Georgiou
DirectorFrank Georgiou/s/ Chris Theoharis
Treasurer and Director (Principal Financial Officer)Chris Theoharis























4