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.