MNKD MannKind Corporation

On April 5, 2018, we entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional 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 14,000,000 shares of our common stock and warrants to purchase up to an aggregate of 14,000,000 shares of our common stock at a combined purchase price of $2.00 per share and accompanying warrant. The warrants will be exercisable at a price of $2.38 per share beginning six months following the date of issuance and will expire six months thereafter. The shares of common stock and the warrants will be immediately separable and will be issued separately. The net proceeds to us from the offering are expected to be approximately $26.3 million, after deducting placement agent fees and estimated offering expenses payable by us. The offering is expected to close on or about April 9, 2018, subject to customary closing conditions.

Pursuant to a letter agreement dated March 30, 2018 (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 and warrants. We agreed to pay Wainwright 5.0% of the aggregate gross proceeds in the offering. 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 and warrants 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, the warrants and the Engagement Letter are not complete and are qualified in their entireties by reference to the full text of the form of Purchase Agreement, form of warrant and the Engagement Letter, copies of which are attached to this report as Exhibit 99.1, 4.1 and 99.2, respectively.