Current Report Filing (8-k)
07 September 2017 - 6:33AM
Edgar (US Regulatory)
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): August 31, 2017
MannKind Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-50865
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13-3607736
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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25134 Rye Canyon Loop, Suite 300
Valencia, California
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91355
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(661) 775-5300
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K is
intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. of
Form 8-K):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under
the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As disclosed in the Current Report on Form
8-K
filed by MannKind Corporation (the Company) on June 29, 2017, the Company and MannKind LLC, the Companys wholly owned subsidiary, entered into an Exchange and Third Amendment to Facility Agreement (the Deerfield
Amendment) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, Deerfield). Pursuant to the Deerfield Amendment, the parties agreed to, among other things, amend the
Facility Agreement with Deerfield, dated as of July 1, 2013, as amended (the Facility Agreement), to defer the payment of $10.0 million in principal amount of the Companys 9.75% Senior Convertible Notes due 2019 (the
Tranche 4 Notes) from the original July 18, 2017 due date to August 31, 2017, with an option for the Company to elect to further defer the payment of such principal amount from August 31, 2017 to October 31, 2017 upon
the Companys delivery on August 31, 2017 of a written certification to Deerfield that certain conditions have been met (the Extension Conditions).
On August 31, 2017, the Company delivered a written certification to Deerfield certifying that the Extension Conditions were met (the
Certificate). In connection with the Certificate, the Company elected to defer the payment of principal on the Tranche 4 Notes from August 31, 2017 to October 31, 2017. Per the terms of the Deerfield Amendment, the
Companys obligation under the Facility Agreement to maintain at least $25 million in cash as of the end of each quarter has been reduced to $10 million as of the last day of each month through October 31, 2017 and on
December 31, 2017.
The foregoing description of the Deerfield Amendment 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 99.2 to the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission (the
SEC) on June 29, 2017; the Facility Agreement, a copy of which is attached as Exhibit 99.1 to the Companys Current Report on Form
8-K
filed with the SEC on July 1, 2013; the First
Amendment to Facility Agreement and Registration Rights Agreement, dated as of February 28, 2014, a copy of which is attached as Exhibit 10.39 to the Companys Annual Report on Form
10-K
filed with
the SEC on March 3, 2014; and the Second Amendment to Facility Agreement and Registration Rights Agreement, dated as of August 11, 2014, a copy of which is attached as Exhibit 4.14 to the Companys Quarterly Report on Form
10-Q
filed with the SEC on November 10, 2014.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MANNKIND CORPORATION
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Dated: September 6, 2017
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By:
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/s/ David Thomson
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Name:
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David Thomson, Ph.D., J.D.
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Title:
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Corporate Vice President, General Counsel and Secretary
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