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): November 4, 2013
MannKind
Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
000-50865 |
13-3607736 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
28903 North Avenue Paine Valencia, California |
91355 |
(Address of principal executive offices) |
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On November 4, 2013, MannKind Corporation issued a press release announcing its financial results for the third quarter ended September 30, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished herewith:
99.1 | Press Release of MannKind Corporation dated November 4, 2013, reporting MannKind's financial results for the third quarter ended September 30, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MANNKIND CORPORATION |
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By: |
/s/ MATTHEW J. PFEFFER |
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Name: |
Matthew J. Pfeffer |
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Title: |
Corporate Vice President and Chief |
||
Financial Officer |
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Dated: |
November 4, 2013 |
EXHIBIT INDEX
Number | Description |
99.1 |
Press Release of MannKind Corporation dated November 4, 2013, reporting MannKind's financial results for the third quarter ended September 30, 2013. |
Exhibit 99.1
MannKind Corporation Reports 2013 Third Quarter Financial Results
- Conference Call to Begin Today at 5:00 PM ET -
VALENCIA, Calif.--(BUSINESS WIRE)--November 4, 2013--MannKind Corporation (Nasdaq:MNKD) today reported financial results for the third quarter ended September 30, 2013.
For the third quarter of 2013, total operating expenses were $44.8 million, compared to $35.5 million for the third quarter of 2012, an increase of $9.3 million. Research and development (R&D) expenses were $27.3 million for the third quarter of 2013 compared to $25.5 million for the same quarter in 2012, an increase of $1.8 million, or 7%, primarily due to an increase in non-cash stock compensation expense, partially offset by a decrease in clinical trial related expenses with the completion of studies 171 and 175 last quarter. General and administrative (G&A) expenses increased by $7.4 million to $17.5 million for the third quarter of 2013 compared to $10.1 million in the third quarter of 2012. This 73.3% increase in G&A expense was primarily due to an increase in non-cash stock compensation expense of $6.7 million in the third quarter of 2013 compared to the same quarter of the prior year.
For the nine months of 2013, operating expenses totaled $122.8 million, compared to $113.5 million for the same period in 2012. Total R&D expenses for the nine months ended September 30, 2013 increased $4.5 million, or 5.9%, compared to the same period in 2012, primarily due to an increase in non-cash stock compensation expense partially offset by a decrease in clinical trial related expense in 2013 with the completion of studies 171 and 175 in the second quarter of 2013. G&A expenses increased by $4.8 million, or 12.9%, to $42.1 million for the nine months of 2013 as compared to $37.3 million in the same period in 2012. The increase was primarily due to increased stock compensation expense and professional fees in 2013 partially offset by the $7.7 million litigation settlement accrual recorded in 2012.
The net loss applicable to common stockholders for the third quarter of 2013 was $50.8 million, or $0.17 per share based on 296.4 million weighted average shares outstanding, compared with a net loss applicable to common stockholders of $42.8 million, or $0.22 per share based on 190.5 million weighted average shares outstanding for the third quarter of 2012. The number of common shares outstanding at September 30, 2013 was 309,993,285.
Cash and cash equivalents were $93.8 million at September 30, 2013 and $61.8 million at December 31, 2012. Subsequent to September 30, 2013, the Company received $45.0 million in proceeds from the exercise of warrants issued in MannKind’s October 2012 public offering. Additionally, The Mann Group exercised warrants resulting in the issuance of 30,000,000 restricted shares of MannKind’s common stock in exchange for the cancellation of $78.0 million in outstanding principal indebtedness owed by MannKind under the parties’ loan arrangement. Concurrently with the cancellation of principal indebtedness, MannKind capitalized into new principal indebtedness approximately $7.9 million of accrued interest. In addition, in October 2013, the promissory note underling the loan arrangement with The Mann Group was amended to, among other things, extend the maturity date of the loan until January 5, 2020 and extend the date through which the Company can borrow under the loan arrangement to December 31, 2019.
Conference Call
MannKind management will host a conference call to discuss these results today at 5:00 p.m. Eastern Time. To participate in the call please dial (800) 447-0521 or (847) 413-3238 and use the participant passcode: 34087264. To listen to the call via the Internet please visit http://www.mannkindcorp.com. The web site replay will be available for 14 days. A telephone replay will be accessible for approximately 14 days following completion of the call by dialing (888) 843-7419 or (630) 652-3042 and use the participant passcode: 3408 7264#.
About MannKind Corporation
MannKind Corporation (Nasdaq: MNKD) focuses on the discovery, development and commercialization of therapeutic products for patients with diseases such as diabetes. Its lead product candidate, AFREZZA®, has completed Phase 3 clinical trials.
MannKind maintains a website at http://www.mannkindcorp.com to which MannKind regularly posts copies of its press releases as well as additional information about MannKind. Interested persons can subscribe on the MannKind website to e-mail alerts that are sent automatically when MannKind issues press releases, files its reports with the Securities and Exchange Commission or posts certain other information to the website.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties. Words such as "believes," "anticipates," "plans," "expects," "intend," "will," "goal," "potential" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon the Company's current expectations. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, difficulties or delays in obtaining regulatory feedback or completing and analyzing the results of clinical studies, MannKind’s ability to manage its existing cash resources or raise additional cash resources, stock price volatility and other risks detailed in MannKind's filings with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2012 and periodic reports on Form 10-Q and Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and MannKind undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
MannKind Corporation |
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Three months ended |
Nine months ended |
Cumulative period |
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2013 | 2012 | 2013 | 2012 | September 30, 2013 | ||||||||||||||||||||||
Revenue | $ | — | $ | 35 | $ | — | $ | 35 | $ | 3,166 | ||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||
Research and development | 27,281 | 25,453 | 80,731 | 76,247 | 1,548,304 | |||||||||||||||||||||
General and administrative | 17,481 | 10,069 | 42,053 | 37,262 | 467,757 | |||||||||||||||||||||
In-process research and development costs | — | — | — | — | 19,726 | |||||||||||||||||||||
Goodwill impairment | — | — | — | — | 151,428 | |||||||||||||||||||||
Total operating expenses | 44,762 | 35,522 | 122,784 | 113,509 | 2,187,215 | |||||||||||||||||||||
Loss from operations | (44,762 | ) | (35,487 | ) | (122,784 | ) | (113,474 | ) | (2,184,049 | ) | ||||||||||||||||
Other income (expense) | 10 | (2,651 | ) | 48 | 12,078 | (2,219 | ) | |||||||||||||||||||
Interest expense on note payable to |
||||||||||||||||||||||||||
related party |
(1,745 | ) | (2,245 | ) | (5,123 | ) | (8,321 | ) | (43,948 | ) | ||||||||||||||||
Interest expense on senior convertible |
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notes and facility financing |
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obligation |
(4,323 | ) | (2,859 | ) | (10,052 | ) | (8,278 | ) | (49,985 | ) | ||||||||||||||||
Interest income | 2 | — | 4 | 2 | 37,000 | |||||||||||||||||||||
Loss before benefit for income taxes | (50,818 | ) | (43,242 | ) | (137,907 | ) | (117,993 | ) | (2,243,201 | ) | ||||||||||||||||
Income tax benefit | — | 408 | — | 408 | 382 | |||||||||||||||||||||
Net loss | (50,818 | ) | (42,834 | ) | (137,907 | ) | (117,585 | ) | (2,242,819 | ) | ||||||||||||||||
Deemed dividend related to beneficial |
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conversion feature of convertible |
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preferred stock |
— | — | — | — | (22,260 | ) | ||||||||||||||||||||
Accretion on redeemable preferred |
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stock |
— | — | — | — | (952 | ) | ||||||||||||||||||||
Net loss applicable to common |
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stockholders |
$ | (50,818 | ) | $ | (42,834 | ) | $ | (137,907 | ) | $ | (117,585 | ) | $ | (2,266,031 | ) | |||||||||||
Net loss per share applicable to |
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common stockholders — basic and |
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diluted |
$ | (0.17 | ) | $ | (0.22 | ) | $ | (0.48 | ) | $ | (0.71 | ) | ||||||||||||||
Shares used to compute basic and |
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diluted net loss per share applicable |
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to common stockholders |
296,386 | 190,534 | 286,889 | 164,611 | ||||||||||||||||||||||
MannKind Corporation | ||||||||||||
(A Development Stage Company) | ||||||||||||
Condensed Consolidated Balance Sheet | ||||||||||||
(Unaudited) | ||||||||||||
(in thousands) |
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|
September 30, 2013 |
December 31, 2012 |
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Assets | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 93,803 | $ | 61,840 | ||||||||
Prepaid expenses and other current assets | 5,526 | 4,970 | ||||||||||
Total current assets | 99,329 | 66,810 | ||||||||||
Property and equipment — net | 177,829 | 183,961 | ||||||||||
Other assets | 10,450 | 543 | ||||||||||
Total | $ | 287,608 | $ | 251,314 | ||||||||
Liabilities and Stockholders’ Deficit |
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Current liabilities | $ | 217,387 | $ | 144,775 | ||||||||
Senior convertible notes | 97,889 | 97,583 | ||||||||||
Note payable to related party | 119,635 | 119,635 | ||||||||||
Other liabilities | 20,419 | — | ||||||||||
Stockholders’ deficit | (167,722 | ) | (110,679 | ) | ||||||||
Total | $ | 287,608 | $ | 251,314 |
CONTACT:
Company Contact:
MannKind Corporation
Matthew
J. Pfeffer
Chief Financial Officer
661-775-5300
mpfeffer@mannkindcorp.com