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): August 2, 2005
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 |
(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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| 28903 North Avenue Paine |
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| Valencia, California
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91355 |
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(Zip Code) |
Registrant’s 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.
below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On
August 2, 2005, MannKind Corporation, a Delaware corporation
(“MannKind”), entered into a
Securities Purchase Agreement with the purchasers set forth on
Exhibit A thereto (the “Securities
Purchase Agreement”), pursuant to which MannKind sold, at the closing on August 5, 2005, 17,131,682
shares of its common stock (the “Shares”) and warrants to purchase 3,426,340 shares of its common
stock (the “Warrants”) resulting in aggregate gross proceeds to MannKind of approximately $175.0
million (the “Private Placement”). The Warrants have an exercise price of $12.228 per share,
become exercisable 180 days after the closing of the Private Placement and expire on August 5,
2010. Under the terms of the Securities Purchase Agreement, MannKind has agreed to file, within 30
days after the closing of the Private Placement, a registration statement with the United States
Securities and Exchange Commission (the “SEC”) to register for resale the Shares and the shares of
MannKind’s common stock issuable upon the exercise of the Warrants, and MannKind has agreed to use
its best efforts to cause such registration statement to be declared effective by the SEC within
(i) 60 days following the closing if the registration statement is not reviewed by the SEC, or (ii)
120 days following the closing if the registration statement is reviewed by the SEC.
MannKind’s Chairman of the Board and Chief Executive Officer, Alfred E. Mann, who, with his
affiliated entities, holds more than 5% of MannKind’s
outstanding capital stock, purchased approximately
$87.34 million in the Private Placement. Kent Kresa, a
director of MannKind, and Hakan S. Edstrom, MannKind’s President and Chief Operating Officer,
collectively purchased an aggregate of approximately $157,000 in the Private Placement.
The foregoing is a summary of the terms of the Securities Purchase Agreement, does not purport
to be complete and is qualified in its entirety by reference to the full text of the Securities
Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
On August 5, 2005, MannKind completed a private placement of the Shares and Warrants.
Pursuant to the terms of the Securities Purchase Agreement, MannKind sold 17,131,682 shares of its
common stock and warrants to purchase 3,426,340 shares of its common stock. The exercise price of
the Warrants is $12.228 per share. The Securities Purchase Agreement, including the form of
Warrant and other exhibits thereto, is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
The aggregate offering price of the shares of Common Stock sold was approximately $175.0
million and the aggregate placement agent commissions were approximately $4.4 million. Wachovia
Capital Markets, LLC and Leerink Swann & Co. acted as MannKind’s placement agents for the Shares
and Warrants issued in the Private Placement to purchasers other than Alfred E. Mann, Kent Kresa
and Hakan S. Edstrom.
The offering was made only to accredited investors, as such term is defined in Rule 501 of
Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The
Shares and the Warrants issued to the purchasers have not been registered under the
Securities Act or any state securities laws. MannKind relied on the exemption from the
registration requirements of the Securities Act set forth in Section 4(2) of the Securities Act and
Rule 506 of Regulation D promulgated under the Securities Act. As described in Item 1.01 of this
current report, MannKind has agreed to file a registration statement for the resale of the Shares
and the shares of common stock underlying the Warrants. Neither this current report on
2.
Form 8-K
nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares
of common stock or other securities of MannKind.
Item 8.01 Other Events.
The press release, dated August 3, 2005, announcing the Private Placement is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Securities Purchase Agreement, dated August 2, 2005, by and among MannKind Corporation and
the purchasers listed on Exhibit A thereto. |
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99.2
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Press release, dated August 3, 2005, of MannKind Corporation. |
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