Entry into a Material Definitive Agreement.
On July 18, 2019, MannKind Corporation (the “Company”) and
MannKind LLC, the Company’s 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 Company’s
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 Company’s 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.
Unregistered Sales of Equity Securities.
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 Company’s 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
Financial Statements and Exhibits.