Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2017, MannKind Corporation (the “Company”) entered into an agreement (the “Mann Group Agreement”) with The Mann Group LLC (the
“Mann Group”), pursuant to which the parties agreed to, among other things, (i) capitalize $10.7 million of accrued and unpaid interest as of June 30, 2017 under the Amended and Restated Promissory Note held by the Mann Group, dated as of
October 18, 2012 (“Promissory Note”), resulting in such amount being classified as outstanding principal under the Promissory Note, (ii) advance to the Company approximately $19.4 million, the remaining amount available for borrowing by
the Company under the Promissory Note after the foregoing capitalization of accrued and unpaid interest, and (iii) defer all interest payable on the outstanding principal under the Promissory Note until July 1, 2018 (subject to further deferral
under a subordination agreement with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, “Deerfield”) until the Company’s payment obligations to Deerfield have been satisfied in
full, except for certain permitted payments (including interest payable in-kind)). All outstanding advances under the Promissory Note and any unpaid accrued interest thereon continue to be due and payable on January 5, 2020.
The foregoing description of the Mann Group Agreement does not purport to be complete and is qualified in its entirety by reference to the Mann Group
Agreement, a copy of which is attached to this report as Exhibit 99.1; and the Promissory Note, a copy of which is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on October 19, 2012.
On June 29, 2017, the Company and MannKind LLC, the Company’s wholly owned subsidiary, entered into an
Exchange and Third Amendment to Facility Agreement with Deerfield (the “Deerfield Amendment”), pursuant to which the parties agreed to, among other things, (i) exchange $5.0 million principal amount under the Company’s 9.75% Senior
Convertible Notes due 2019 (the “Tranche 4 Notes”) for 3,584,230 shares of the Company’s common stock (the “Exchange Shares”) at an exchange price of $1.395 per share and (ii) amend the Facility Agreement with Deerfield,
dated as of July 1, 2013, as amended (the “Facility Agreement”), to (A) defer the payment of $10.0 million in principal amount of 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 Company’s delivery on August 31, 2017 of a written certification to Deerfield that certain conditions have been met,
including that no event of default under the Facility Agreement has occurred, Michael Castagna remains the Company’s Chief Executive Officer, the Company has received the advance from the Mann Group described above, the Company has at least $10
million in cash and cash equivalents on hand, no material adverse effect on the Company has occurred, the engagement letter between the Company and Greenhill & Co., Inc. (“Greenhill”) has remained in full force and effect and Greenhill
has remained actively engaged in exploring capital structure and financial alternatives on behalf of the Company in accordance with such engagement letter (collectively, the “Extension Conditions”), and (B) amend the Company’s
financial covenant under the Facility Agreement to provide that, if the Extension Conditions remain satisfied, the obligation under the Facility Agreement to maintain at least $25 million in cash (including available borrowings under the Promissory
Note) as of the end of each quarter will be reduced to $10 million as of the last day of each month through October 31, 2017 and as of 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 to this report as Exhibit 99.2; 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 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 Company’s 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 Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2014.