MannKind Receives Commitment from The Mann Group to Acquire 40,000,000 Shares of Common Stock and Warrants to Purchase Common Stock
VALENCIA, Calif.--(BUSINESS WIRE)--Oct. 18, 2012--
MannKind Corporation (Nasdaq: MNKD) today announced that it has
entered into a purchase agreement with The Mann Group LLC, an entity
controlled by MannKind’s chief executive officer and principal
stockholder, Alfred E. Mann, for the sale of shares of its common stock
and warrants to purchase its common stock to The Mann Group. The Mann
Group has committed to purchase 40,000,000 restricted shares of
MannKind’s common stock and restricted warrants to purchase up to an
aggregate of 30,000,000 restricted shares of MannKind’s common stock,
the same number of firm shares and warrants that are expected to be sold
in the concurrent public offering, which was initially announced on
October 17, 2012. The warrants will be exercisable at a price of $2.60
per share and will expire 53 weeks from the date of issuance. The shares
to be purchased by The Mann Group will be sold at $2.59 per share, the
consolidated closing bid price for MannKind’s common stock as reported
by The NASDAQ Global Market on October 17, 2012, and the restricted
warrants to be purchased by The Mann Group will be priced at $0.125 for
each share of MannKind’s common stock underlying such warrants,
resulting in an aggregate purchase price of approximately $107.4 million.
This aggregate purchase price will be paid by cancellation of principal
indebtedness under MannKind’s existing revolving loan arrangement with
The Mann Group. At October 5, 2012, the principal amount outstanding
under the loan arrangement was $224.6 million, and MannKind had $20.4
million remaining of available borrowings under the arrangement. The
closing of this purchase is expected to take place following receipt of
stockholder approval to increase the number of MannKind’s authorized
shares of common stock as necessary for the potential new issuances.
Pursuant to the terms of the loan arrangement, the amount of principal
indebtedness cancelled in connection with the closing of the sale of
common stock and warrants to The Mann Group will become available for
reborrowing by MannKind.
The shares of MannKind common stock and warrants to purchase shares of
MannKind common stock offered and anticipated to be sold to The Mann
Group pursuant to the purchase agreement have not been and will not be
registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press release
shall not constitute an offer to sell or a solicitation of an offer to
buy any securities, nor shall it constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is
unlawful.
About MannKind
MannKind Corporation (Nasdaq: MNKD) focuses on the discovery,
development and commercialization of therapeutic products for patients
with diseases such as diabetes and cancer. Its lead product candidate,
AFREZZA®, is in late stage clinical investigation for the treatment of
adults with type 1 or type 2 diabetes for the control of hyperglycemia.
Forward-Looking Statements
This press release contains forward-looking statements, including
statements associated with MannKind’s expectations with respect to the
completion, timing and size of and other details regarding its proposed
financings, the receipt of stockholder approval to increase the number
of its authorized shares, and the payment of shares and warrants through
cancellation of existing indebtedness, that involve risks and
uncertainties. Words such as “believes”, “anticipates”, “plans”,
“expects”, “intends”, “will”, “goal”, “potential” and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based upon MannKind’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, risks associated with market conditions and the satisfaction
of customary closing conditions related to the proposed public offering,
the receipt of stockholder approval to increase the number of MannKind’s
authorized shares, the progress, timing and results of clinical trials,
difficulties or delays in seeking or obtaining regulatory approval, the
manufacture of AFREZZA, competition from other pharmaceutical or
biotechnology companies, MannKind’s ability to enter into any
collaborations or strategic partnerships, intellectual property matters,
stock price volatility and other risks detailed in MannKind’s filings
with the Securities and Exchange Commission, including its quarterly
report on Form 10-Q for the quarter ended June 30, 2012. 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.
Source: MannKind Corporation
MannKind Corporation
Matthew Pfeffer
Chief Financial Officer
(661)
775-5300
mpfeffer@mannkindcorp.com