As filed with the Securities and Exchange Commission on March 29, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MannKind Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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13-3607736
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(818)
661-5000
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
Michael E. Castagna, Pharm.D.
Chief Executive Officer
MannKind Corporation
30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(818)
661-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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David Thomson, Esq.
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L. Kay Chandler, Esq.
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MannKind Corporation
30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(818)
661-5000
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Sean M. Clayton, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858)
550-6000
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From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each
class of securities
to be
registered (1)(2)
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Amount
to be
registered
(1)
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Proposed maximum
aggregate offering
price (3)
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Amount of
registration fee (4)
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Common Stock, par value $0.01 per share
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Preferred Stock, par value $0.01 per share
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Debt Securities
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Warrants
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Total
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$500,000,000.00
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$60,600.00
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Shares of Common Stock, $0.01 par value per share, issuable
upon exercise of Common Stock Purchase Warrants
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26,666,667
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$42,666,667.20
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$5,171.20
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Total
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$542,666,667.20
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$65,771.20
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(1)
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There are being registered hereunder (i) such indeterminate number of shares of common stock and preferred
stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $500,000,000 (the
New Securities), and (ii) 26,666,667 shares of common stock issuable upon the exercise of outstanding Common Stock Purchase Warrants issued by us on December 26, 2018 (the Warrant Shares). If any debt securities are
issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all New
Securities previously issued hereunder. Any New Securities registered hereunder may be sold separately or in combination with other New Securities registered hereunder. The New Securities registered also include such indeterminate number of shares
of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the
antidilution provisions of any such New Securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable
with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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Pursuant to Rule 415(a)(6) under the Securities Act, the securities being registered hereunder include
$285,026,931.60 of unsold securities that were previously registered under the registrants Registration Statement on Form
S-3
(File
No. 333-210792),
which was
initially filed on April 18, 2016 and declared effective on April 27, 2016. The filing fee paid in connection with such unsold securities was $28,702.21.
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(3)
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For the New Securities, the proposed maximum aggregate offering price per class of security will be determined
from time to time by the registrant in connection with the issuance by the registrant of the New Securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form
S-3
under the Securities Act. The aggregate offering price of the Warrant Shares is based upon the warrant exercise price of $1.60 per share.
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(4)
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Calculated pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 415(a)(6) under the Securities
Act, the total amount of the filing fee payable in connection with this Registration Statement is $31,225.94. The filing fee of $28,702.21 paid with respect to the unsold securities described in Note (2) above will continue to be applied to
such unsold securities.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay
its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or
until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.