Current Report Filing (8-k)
April 19 2017 - 6:07AM
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): April 18, 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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☐
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2017, MannKind Corporation (the Company) and MannKind LLC, the Companys wholly-owned subsidiary, entered
into an 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
$4 million principal amount under the 8.75% Senior Convertible Notes due 2019 held by Deerfield (the Tranche B Notes), (ii) exchange $1 million principal amount under the Tranche B Notes for 869,565 shares of the Companys
common stock (the Tranche B Exchange Shares) and (iii) exchange $5 million principal amount under the Amended and Restated 9.75% Senior Convertible Notes due 2019 held by Deerfield (the Tranche 1 Notes) for
4,347,826 shares of the Companys common stock (together with the Tranche B Exchange Shares, the Exchange Shares). The exchange price for the Exchange Shares is $1.15 per share. The principal amount being repaid and
exchanged under the Tranche B Notes and the principal amount being exchanged under the Tranche 1 Notes represents the principal amount that would have otherwise become due and payable in May 2017 and July 2017 under the Tranche B Notes and Tranche 1
Notes, respectively.
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 to this report as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity
Securities.
The information in Item 1.01 above 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.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Exchange Agreement, dated April 18, 2017, by and among MannKind Corporation, MannKind LLC, Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
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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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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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Dated: April 19, 2017
EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Exchange Agreement, dated April 18, 2017, by and among MannKind Corporation, MannKind LLC, Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
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