Attached files
file | filename |
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8-K - FORM 8-K - MANNKIND CORP | d425443d8k.htm |
EX-4.1 - FORM OF WARRANT - MANNKIND CORP | d425443dex41.htm |
EX-1.1 - UNDERWRITING AGREEMENT - MANNKIND CORP | d425443dex11.htm |
EX-5.1 - OPINION OF COOLEY LLP - MANNKIND CORP | d425443dex51.htm |
EX-10.1 - COMMON STOCK AND WARRANT PURCHASE AGREEMENT - MANNKIND CORP | d425443dex101.htm |
EX-99.2 - PRESS RELEASE - MANNKIND CORP | d425443dex992.htm |
EX-99.3 - PRESS RELEASE - MANNKIND CORP | d425443dex993.htm |
EX-10.2 - AMENDMENT AND RESTATED PROMISSORY NOTE - MANNKIND CORP | d425443dex102.htm |
Exhibit 99.1
Company Contact:
Matthew Pfeffer
Chief Financial Officer
(661) 775-5300
mpfeffer@mannkindcorp.com
MannKind Receives Commitment from The Mann Group to Acquire 40,000,000 Shares of
Common Stock and Warrants to Purchase Common Stock
VALENCIA, California October 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 MannKinds 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 MannKinds common stock and restricted warrants to purchase up to an aggregate of 30,000,000 restricted shares of MannKinds 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 MannKinds 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 MannKinds 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 MannKinds 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 MannKinds 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 MannKinds 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 MannKinds 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 MannKinds 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, MannKinds ability to enter into any collaborations or strategic partnerships, intellectual property matters, stock price volatility and other risks detailed in MannKinds 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.