UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure under Item 8.01 below is incorporated by reference herein. The issuance of the Shares (as defined below) under the exchange agreements is being made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), only to investors that qualified as “qualified institutional buyers” (as such term is defined under the Securities Act) or large institutional investors.
| Item 8.01 | Other Events. |
On December 17, 2024, MannKind Corporation, (the “Company”) entered into separate, privately negotiated exchange agreements with certain holders (the “Holders”) of the Company’s 2.50% Convertible Senior Notes due 2026 (the “Notes”). Under the terms of the exchange agreements, the Holders agreed to exchange an aggregate principal amount of approximately $193.7 million of Notes held by them in exchange for an aggregate of 26,749,559 shares of the Company’s common stock (“Shares”). In addition, pursuant to the exchange agreements, the Company will make an aggregate cash payment of approximately $89.2 million to the Holders for additional exchange consideration.
The transaction is expected to close in two closings, with the first closing on or about December 20, 2024 and the second closing on or about December 23, 2024, in each case, subject to customary closing conditions. Immediately following the exchange of the Notes contemplated by the exchange agreements, approximately $36.3 million in aggregate principal amount of the Notes will remain outstanding.
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
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 | ||||||
| Date: December 18, 2024 | By: | /s/ David Thomson, Ph.D., J.D. | ||||
| David Thomson, Ph.D., J.D. | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||