MannKind Corporation (NASDAQ:MNKD) Files An 8-K Entry into a Material Definitive Agreement

MannKind Corporation (NASDAQ:MNKD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Eighth Amendment to Facility Agreement with Deerfield

On July12, 2018, MannKind Corporation (the “Company”) and MannKind LLC, the Company’s wholly owned subsidiary, entered into an Exchange and Eighth Amendment to Facility Agreement (the “Deerfield Amendment”) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (“Deerfield”), to which the parties amended the Company’s Facility Agreement, dated July1, 2013, as amended (the “Facility Agreement”), to, among other things, (i)issue to Deerfield 7,367,839 shares of the Company’s common stock in exchange for the cancellation of (a) $7.0million of $10.0million principal amount under the Company’s Amended and Restated 9.75% Senior Convertible Notes due 2019 (the “Tranche 4 Notes”) that is due and payable on July18, 2018, (b) $3.0million of $5.0million principal amount under the Tranche 4 Notes due 2019 that is due and payable on December31, 2019 and (c) $2.0million of $2.0million principal amount under the Company’s 8.75% Senior Convertible Notes due 2019 that is due and payable on December31, 2019, (ii) defer the payment of $3.0million in principal amount of the Tranche 4 Notes from July18, 2018 to August31, 2018, (iii) reduce the minimum price at which the remaining notes issued under the Facility Agreement (the “Deerfield Notes”) may be converted into shares of the Company’s common stock from $2.01 to $1.80 per share and (iv)provide that, on or after July12, 2018, the Deerfield Notes may be converted into a maximum of 5,750,000 shares of the Company’s common stock.

The foregoing description of the Deerfield Amendment, the Deerfield Facility and the Deerfield Notes does not purport to be complete and is qualified in its entirety by reference to the Deerfield Amendment, a copy of which is attached as Exhibit 99.1 to this report; the form of amended and restated Deerfield Notes, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October23, 2017; the Facility Agreement, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July1, 2013; the First Amendment to Facility Agreement and Registration Rights Agreement, dated as of February28, 2014, a copy of which is attached as Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed with the SEC on March3, 2014; the Second Amendment to Facility Agreement and Registration Rights Agreement, dated as of August11, 2014, a copy of which is attached as Exhibit 4.14 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November10, 2014; the Exchange and Third Amendment to Facility Agreement, dated as of June29, 2017, a copy of which is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on June29, 2017; the Exchange and Fourth Amendment to Facility Agreement, dated as of October23, 2017, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on October23, 2017; the Fifth Amendment to Facility Agreement, dated as of January15, 2018, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on January18, 2018; the Exchange and Sixth Amendment to Facility Agreement, dated as of January18, 2018, a copy of which is attached as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on January18, 2018; and the Exchange and Seventh Amendment to Facility Agreement, dated as of June8, 2018, a copy of which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June11, 2018.

Item 1.01 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this report is incorporated by reference into this Item 1.01. The Company offered the Exchange Shares in reliance on the exemption from registration provided by Sections 3(a)(9) of the Securities Act of 1933, as amended, and expects to rely on such exemption for any issuance of shares of its common stock upon conversion of the Deerfield Notes.

This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Forward-Looking Statements

This report contains forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995, including statements regarding the completion and timing of the transactions contemplated by the Deerfield Amendment. Words such as “believes”, “anticipates”, “plans”, “expects”, “intends”, “will”, “goal”, “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company’s current expectations based on information currently known to the Company, and involve known and unknown risks and uncertainties, which include, without limitation, risks associated with the satisfaction of closing conditions under the Deerfield Amendment, the future repayment or conversion of any portion of the Deerfield Notes, the fact that the Company does not control whether any portion of the Deerfield Notes will be converted to common stock, and other risks detailed in the Company’s filings with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended March31, 2018. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this report.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.


MANNKIND CORP Exhibit
EX-99.1 2 d502299dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 EXECUTION VERSION EXCHANGE AND EIGHTH AMENDMENT TO FACILITY AGREEMENT This EXCHANGE AND EIGHTH AMENDMENT TO FACILITY AGREEMENT (this “Agreement”) dated as of July 12,…
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About MannKind Corporation (NASDAQ:MNKD)

MannKind Corporation is a biopharmaceutical company. The Company is focused on the discovery and development of therapeutic products for diseases, such as diabetes. Its product candidate is AFREZZA, which is an inhaled insulin used to control high blood sugar in adults with type I and type II diabetes and helps in glycemic control. AFREZZA consists of a dry formulation of human insulin delivered from a portable inhaler. AFREZZA utilizes its Technosphere formulation technology. Technosphere is a drug delivery platform that may allow the oral inhalation of a range of therapeutics. Technosphere powders are based on the Company’s fumaryl diketopiperazine (FDKP), which is a potential of Hydrogen (pH)-sensitive organic molecule that self-assembles into small particles under acidic conditions. The Company has also created a range of breath-powered, dry powder inhalers. Its inhalers can be produced in both a reusable (chronic treatment) and a single-use (acute treatment) format.

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