As filed with the Securities and Exchange Commission on August 7, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 No.)
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30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(818) 661-5000
(Address of Principal Executive Offices, Including Zip Code)
MannKind Corporation
2018 Equity Incentive Plan
(Full Title of the Plan)
Michael E. Castagna
Chief Executive Officer
MannKind Corporation
30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(Name and Address of Agent for Service)
(818) 661-5000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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David Thomson
Corporate Vice President, General Counsel & Secretary
MannKind Corporation
30930 Russell Ranch Road, Suite 300
Westlake Village, California 91362
(818) 661-5000
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L. Kay Chandler, Esq.
Sean M. Clayton, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858) 550-6000
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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 the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock issuable under the 2018 Equity Incentive Plan
($0.01 par value per share)
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12,500,000 shares (3)
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$1.59
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$19,875,000
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$2,579.78
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also registers any additional shares of the Registrants common stock (the Common Stock) as may become issuable under the MannKind Corporation 2018 Equity Incentive Plan (the 2018 Plan) as a result
of any stock split, stock dividend, recapitalization or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and
Rule 457(h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of Registrants Common Stock on August 3, 2020, as reported on The Nasdaq Global Market.
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(3)
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Represents shares of Common Stock added to the shares authorized for issuance under the 2018 Plan pursuant to
an amendment to the 2018 Plan approved by the Registrants stockholders at the Registrants 2020 Annual Meeting of Stockholders.
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