MannKind Announces Proposed Public Offering of Common Stock and Warrants to Purchase Common Stock
VALENCIA, Calif.--(BUSINESS WIRE)--Jan. 31, 2012--
MannKind Corporation (Nasdaq: MNKD) today announced that it
intends to offer and sell, subject to market and other conditions, $50
million worth of units in an underwritten public offering, with each
unit consisting of one share of MannKind’s common stock and a warrant to
purchase 0.6 of a share of MannKind’s common stock. MannKind also
intends to grant to the underwriters of the offering an option to
purchase additional units to cover over-allotments, if any. There can be
no assurance as to whether or when the offering may be completed, or as
to the actual size or terms of the offering.
Jefferies & Company, Inc., Piper Jaffray & Co. and Cowen and Company,
LLC are acting as joint book-running managers for the offering.
The securities described above are being offered by MannKind pursuant to
a shelf registration statement previously filed with the Securities and
Exchange Commission (the “SEC”), which the SEC declared effective on May
11, 2010. A preliminary prospectus supplement related to the offering
will be filed with the SEC and will be available on the SEC’s website
located at http://www.sec.gov.
Copies of the preliminary prospectus supplement and the accompanying
prospectus relating to this offering, when available, may be obtained
from Jefferies & Company, Inc., Attention: Equity Syndicate Prospectus
Department, 520 Madison Avenue, 12th Floor, New York, NY
10022, or by telephone at 877-547-6340, or by email at Prospectus_Department@Jefferies.com,
or from Piper Jaffray & Co., Attention: Prospectus Department, 800
Nicollet Mall, J12S03, Minneapolis, MN 55402, via telephone at
800-747-3924 or email at prospectus@pjc.com,
or from Cowen and Company, LLC (c/o Broadridge Financial Services), 1155
Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, or
via telephone at 631-274-2806, or via facsimile at 631-254-7140.
Concurrently with the public offering described above, MannKind intends
to issue to The Mann Group LLC, an entity controlled by MannKind’s chief
executive officer and principal stockholder, Alfred E. Mann, restricted
shares of its common stock in exchange for cancellation of outstanding
debt, with such transaction to be effected in a separate private
placement exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”). In addition,
MannKind also intends to engage in a separate private offering of
convertible senior secured notes under Rule 144A of the Securities Act,
the proceeds of which are intended to be used to repurchase in privately
negotiated transactions or repay certain of MannKind’s outstanding
indebtedness. The public offering of common stock and warrants, the
private sale of common stock to The Mann Group and the private
convertible note offering and related exchange transactions are being
conducted as separate transactions and are not contingent upon each
other.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or other jurisdiction.
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 related to MannKind’s proposed financing activities, 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 closing conditions related to the
proposed financing transactions, 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 September 30, 2011.
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