Post by liane on Sept 6, 2013 18:33:40 GMT -5
www.investors.mannkindcorp.com/phoenix.zhtml?c=147953&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5rd2l6YXJkLmNvbS9maWxpbmcueG1sP2lwYWdlPTkxMjEyNTgmRFNFUT0wJlNFUT0wJlNRREVTQz1TRUNUSU9OX0VOVElSRSZzdWJzaWQ9NTc%3d
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 1, 2013, we entered into a Facility Agreement (the “Facility Agreement”) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, “Deerfield”), providing for the sale by us of up to $160.0 million principal amount of our 9.75% senior secured convertible notes (the “Convertible Notes”) to Deerfield in four tranches. A portion of the principal amount of the Convertible Notes may be converted into shares of our common stock (the “Conversion Shares”) at the noteholder’s option after a specified period following the release of data from our Phase III clinical studies of AFREZZA®.
The closing of the second tranche of Convertible Notes in the aggregate principal amount of $40.0 million occurred on September 5, 2013, following our achievement and reporting of certain Phase III results relating to our clinical studies of AFREZZA®.
The descriptions of the Facility Agreement and the Convertible Notes set forth in Item 1.01 of our Current Report on Form 8-K filed on July 1, 2013 are hereby incorporated by reference into this Item 2.03. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Facility Agreement and the form of Convertible Note, copies of which are attached to our Current Report on Form 8-K filed on July 1, 2013 as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 2.03 above is incorporated by reference into this Item 3.02. We relied on the exemption from registration contained in Section 4(2) of the Securities Act and Regulation D, Rule 506 thereunder, for the issuance of the Convertible Notes and expect to rely on such exemptions or Section 3(a)(9) under the Securities Act for any issuance of Conversion Shares. In connection with Deerfield’s execution of the Facility Agreement, Deerfield represented to us that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities purchased or to be purchased by Deerfield were or will be acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution by Deerfield of any portion of the Convertibles Notes or Conversion Shares.
So - looks like Deerfield will be hanging onto their shares for a while...
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 1, 2013, we entered into a Facility Agreement (the “Facility Agreement”) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, “Deerfield”), providing for the sale by us of up to $160.0 million principal amount of our 9.75% senior secured convertible notes (the “Convertible Notes”) to Deerfield in four tranches. A portion of the principal amount of the Convertible Notes may be converted into shares of our common stock (the “Conversion Shares”) at the noteholder’s option after a specified period following the release of data from our Phase III clinical studies of AFREZZA®.
The closing of the second tranche of Convertible Notes in the aggregate principal amount of $40.0 million occurred on September 5, 2013, following our achievement and reporting of certain Phase III results relating to our clinical studies of AFREZZA®.
The descriptions of the Facility Agreement and the Convertible Notes set forth in Item 1.01 of our Current Report on Form 8-K filed on July 1, 2013 are hereby incorporated by reference into this Item 2.03. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Facility Agreement and the form of Convertible Note, copies of which are attached to our Current Report on Form 8-K filed on July 1, 2013 as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 2.03 above is incorporated by reference into this Item 3.02. We relied on the exemption from registration contained in Section 4(2) of the Securities Act and Regulation D, Rule 506 thereunder, for the issuance of the Convertible Notes and expect to rely on such exemptions or Section 3(a)(9) under the Securities Act for any issuance of Conversion Shares. In connection with Deerfield’s execution of the Facility Agreement, Deerfield represented to us that it is an “accredited investor” as defined in Regulation D of the Securities Act and that the securities purchased or to be purchased by Deerfield were or will be acquired solely for its own account and for investment purposes and not with a view to the future sale or distribution by Deerfield of any portion of the Convertibles Notes or Conversion Shares.
So - looks like Deerfield will be hanging onto their shares for a while...
