Current Report Filing (8-k)
18 July 2019 - 11:11PM
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): July 18, 2019
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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30930 Russell Ranch Road, Suite 300
Westlake Village, California
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91362
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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:
(818) 661-5000
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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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MNKD
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The Nasdaq Stock Market LLC
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On July 18, 2019, MannKind Corporation (the Company) and MannKind LLC, the Companys wholly owned subsidiary, entered into an Exchange
Agreement (the Exchange Agreement) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, Deerfield) pursuant to which the Company agreed to, among other things,
(i) repay $2,420,000.08 aggregate principal amount under the 9.75% Senior Convertible Notes due 2019 held by Deerfield (the Tranche 4 Notes) and pay accrued and unpaid interest on the entire principal amount of the Tranche 4 Notes
that had been outstanding, and (ii) issue an aggregate of 1,514,423 shares of the Companys common stock (the Exchange Shares) to Deerfield in exchange for $1,574,999.92 aggregate principal amount of Tranche 4 Notes. The
exchange price per Exchange Share is $1.04, which was the closing price of the Companys common stock on July 17, 2019 as reported on the Nasdaq Stock Market. The principal amount being repaid and exchanged under the Tranche 4 Notes represents
the principal amount that would have otherwise become due and payable on July 18, 2019 under the Tranche 4 Notes.
The foregoing description of the
Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is attached as Exhibit 99.1 to this report.
Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth under Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company relied on the exemption from
registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended, for the issuance of the Exchange Shares.
On July 18, 2019, the Company repurchased for $433,333.42 a warrant to acquire 3,333,334 shares of the Companys common stock (the
Warrant), originally issued to the holder thereof on December 26, 2018. The Warrant had an exercise price of $1.60 per share and an expiration date of December 26, 2019. Following the repurchase of the Warrant, the
Warrant was cancelled and is no longer issued and outstanding.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant 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: July 18, 2019
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By:
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/s/ David Thomson
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David Thomson, Ph.D., J.D.
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Corporate Vice President, General Counsel and Secretary
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