Current Report Filing (8-k)
October 11 2017 - 5:10PM
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): October 10, 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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30930 Russell Ranch Road, Suite 301
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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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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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On October 10, 2017, we entered into securities purchase agreements (the Purchase Agreements) with certain institutional investors and other
investors (the Purchasers). Pursuant to the terms of the Purchase Agreements, we agreed to sell to the Purchasers in a registered offering an aggregate of 10,166,600 shares of our common stock at a purchase price of $6.00 per share. The
net proceeds to us from the offering are expected to be approximately $57.7 million, after deducting placement agent fees and estimated offering expenses payable by us. The offering is expected to close on or about October 13, 2017,
subject to customary closing conditions.
Pursuant to a letter agreement dated October 10, 2017 (the Engagement Letter), we engaged H.C.
Wainwright & Co., LLC (Wainwright) to act as our exclusive placement agent in connection with the issuance and sale of the shares. We agreed to pay Wainwright 5.0% of the aggregate gross proceeds in the offering, except for the
proceeds received from the sale of 166,600 shares issued to a foundation. We also agreed to reimburse Wainwright for its expenses in connection with the offering on a
non-accountable
basis in an amount equal
to $150,000.
The Purchase Agreements contain customary representations, warranties and agreements by us, customary conditions to closing, indemnification
obligations of us, including for liabilities under the Securities Act of 1933, as amended, termination provisions, and other obligations and rights of the parties. The representations, warranties and covenants contained in the Purchase Agreements
were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The offering of shares of common stock was made pursuant to our effective registration statement on Form
S-3
(File No.
333-210792),
previously filed with and declared effective by the Securities and Exchange Commission, and a prospectus supplement thereunder. A copy of the opinion of Cooley LLP relating to the legality of the
issuance and sale of the securities in the offering is attached to this report as Exhibit 5.1.
The foregoing descriptions of the Purchase Agreements and
Engagement Letter are not complete and are qualified in their entireties by reference to the full text of the form of Purchase Agreement and the Engagement Letter, copies of which are attached to this report as Exhibit 99.1 and 99.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1)
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99.1
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Form of Securities Purchase Agreement
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99.2
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Engagement Letter, dated October 10, 2017, by and between MannKind Corporation and H.C. Wainwright & Co. LLC
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EXHIBIT INDEX
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: October 11, 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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