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Post by boytroy88 on Jul 13, 2018 6:12:40 GMT -5
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Post by peppy on Jul 13, 2018 6:30:08 GMT -5
E. Pursuant to this Agreement (and subject to the terms and conditions hereof), (i) (A) $7,000,000 principal amount of the Tranche 4 Notes that is due and payable on July 18, 2018 shall be exchanged for shares of Common Stock and the remaining $3,000,000 principal amount of the Tranche 4 Notes that is due and payable on July 18, 2018 (the “July 2018 Tranche 4 Principal Payment”) shall be deferred to August 31, 2018, and (B) $2,000,000 principal amount of the Tranche B Notes and $3,000,000 of the Tranche 4 Notes that are each due and payable on December 31, 2019 shall be exchanged for shares of Common Stock, the principal amount of the Tranche B Notes and Tranche 4 Notes that is due and payable on December 31, 2019 (“December 2019 Tranche B Principal Payment” and the “December 2019 Tranche 4 Principal Payment”, respectively) shall be reduced by $2,000,000 and $3,000,000, respectively, and the remainder of the December 2019 Tranche B Principal Payment and December 2019 Tranche 4 Principal Payment shall be payable, in cash, on December 31, 2019 in accordance with the Facility Agreement (unless satisfied through the conversion of Notes in accordance with the Facility Agreement and the Notes); and (ii) the parties shall amend the Facility Agreement, the Tranche 1 Notes, the Tranche 4 Notes and the Tranche B Notes to modify the provisions thereof that provide for the conversion thereof into Common Stock.
“Eighth Amendment” means the Exchange and Eighth Amendment to Facility Agreement, dated as of July 12, 2018, by and among the Company, MannKind LLC, Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P.
(b) The definition of the “Conversion Cap” in each of the Notes is hereby amended to read in its entirety as follows:
“Conversion Cap” means 5,750,000 shares of Common Stock, subject to adjustment for any Stock Event (as defined in the Notes) that occurs on or after July 12, 2018 (the “Eighth Amendment Date”); provided, however, that the Conversion Cap shall only apply to conversions of this Note and shall not apply to shares received pursuant to any negotiated share exchange, including, without limitation, any Exchange Shares (as defined in the Eighth Amendment).”
(c) Clause (B) of the definition of the “Conversion Price” in each of the Notes is hereby amended to read as follows:
“(B) $1.80, subject to appropriate adjustment for any Stock Event that occurs on or after the Eighth Amendment Date.”
(d) Section 2(e)(ii) (Applicable Limits on Conversion of the Note) of each of the Notes is hereby amended by replacing “Seventh Amendment Date” with “Eighth Amendment Date” in the sole place that “Seventh Amendment Date” appears in such Section.
(e) As promptly as possible following the date hereof, (A) the Borrower shall deliver to each Purchaser amended Notes, reflecting the amendments contemplated hereby and by any other prior effective amendments not otherwise reflected in such Notes (the “Amended Notes”), and in the aggregate principal amounts set forth opposite such Purchaser’s name on Schedule I hereto, and (B) each Purchaser shall thereafter deliver its existing Notes to the Borrower for cancellation. For the avoidance of doubt, the amendments of the Amended Notes as provided herein shall not be conditioned upon, or be subject to, the delivery of such new Notes by the Borrower or delivery of the existing Notes by the Purchasers, and each Purchaser’s existing Notes shall be deemed to give effect to such amendments as of the date hereof.
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Post by kite on Jul 13, 2018 6:39:20 GMT -5
What is the significance of $1.80?
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Post by awesomo on Jul 13, 2018 6:54:45 GMT -5
What is the significance of $1.80? Conversion price for 5,750,000 shares is lowered from $2.01 to $1.80. Basically just makes it a little easier for Deerfield to stick it to us. |
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8K Filing
Jul 13, 2018 7:17:44 GMT -5
via mobile
Post by mike0475 on Jul 13, 2018 7:17:44 GMT -5
This isn’t a new offering to dilute just a change in price and due date?
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Post by peppy on Jul 13, 2018 7:25:10 GMT -5
5,750,000 shares of Common Stock, subject to adjustment for any Stock Event (as defined in the Notes) that occurs on or after July 12, 2018
(“December 2019 Tranche B Principal Payment” and the “December 2019 Tranche 4 Principal Payment”, respectively) shall be reduced by $2,000,000 and $3,000,000, respectively,
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Post by awesomo on Jul 13, 2018 7:25:26 GMT -5
This isn’t a new offering to dilute just a change in price and due date? It’s also dilutive, Deerfield is getting 7,367,839 shares in exchange for wiping out $12 million in convertible notes (average price per share of $1.71). i) issue to Deerfield 7,367,839 shares of the Company’s common stock in exchange for the cancellation of (a) $7.0 million of $10.0 million principal amount under the Company’s Amended and Restated 9.75% Senior Convertible Notes due 2019 (the “Tranche 4 Notes”) that is due and payable on July 18, 2018, (b) $3.0 million of $5.0 million principal amount under the Tranche 4 Notes due 2019 that is due and payable on December 31, 2019 and (c) $2.0 million of $2.0 million principal amount under the Company’s 8.75% Senior Convertible Notes due 2019 that is due and payable on December 31, 2019 |
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Post by kite on Jul 13, 2018 7:26:48 GMT -5
So now what is the remaining debt?
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Post by hellodolly on Jul 13, 2018 7:32:19 GMT -5
This isn’t a new offering to dilute just a change in price and due date? It’s also dilutive, Deerfield is getting 7,367,839 shares in exchange for wiping out $12 million in convertible notes (average price per share of $1.71). i) issue to Deerfield 7,367,839 shares of the Company’s common stock in exchange for the cancellation of (a) $7.0 million of $10.0 million principal amount under the Company’s Amended and Restated 9.75% Senior Convertible Notes due 2019 (the “Tranche 4 Notes”) that is due and payable on July 18, 2018, (b) $3.0 million of $5.0 million principal amount under the Tranche 4 Notes due 2019 that is due and payable on December 31, 2019 and (c) $2.0 million of $2.0 million principal amount under the Company’s 8.75% Senior Convertible Notes due 2019 that is due and payable on December 31, 2019 Of which they will dump in the open market, but hopefully at a higher SP then $1.80 or, they'll be happy at less then $1.80 and reduce their losses. |
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Post by akemp3000 on Jul 13, 2018 7:35:38 GMT -5
This is a minor form of dilution to defer debt and is exactly what Mike C said he would do as needed. Nothing major here. Better to focus on scripts in the coming weeks IMO.
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Post by cjm18 on Jul 13, 2018 7:36:57 GMT -5
So now what is the remaining debt? 25m according to last page. We still must keep 20m in bank for them? |
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Post by matt on Jul 13, 2018 7:37:41 GMT -5
What is the significance of $1.80? One significance is that it makes it highly unlikely the last round of warrants will be exercised because they are priced at $2.38. If the stock price increases above $2.00 look for Deerfield to exercise their option to convert at $1.80 and immediately sell the shares, bringing the price down again. It is unlikely that Deerfield can be paid off in full using $1.80 stock before the $2.38 warrants expire in early April next year. Effectively, this deal puts a ceiling on the market price for the next year or two. |
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Post by celo on Jul 13, 2018 7:50:03 GMT -5
What is the significance of $1.80? One significance is that it makes it highly unlikely the last round of warrants will be exercised because they are priced at $2.38. If the stock price increases above $2.00 look for Deerfield to exercise their option to convert at $1.80 and immediately sell the shares, bringing the price down again. It is unlikely that Deerfield can be paid off in full using $1.80 stock before the $2.38 warrants expire in early April next year. Effectively, this deal puts a ceiling on the market price for the next year or two. I agree, except there have been recent moments when a large amount of shares have exchanged hands at much higher prices. There are possible future catalysts that could allow this to happen (a good partner, massive increase in sales). The chances of one of these catalysts occurring seems to be getting smaller if sales do not pick up at a higher rate. |
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Post by awesomo on Jul 13, 2018 7:56:36 GMT -5
What is the significance of $1.80? One significance is that it makes it highly unlikely the last round of warrants will be exercised because they are priced at $2.38. If the stock price increases above $2.00 look for Deerfield to exercise their option to convert at $1.80 and immediately sell the shares, bringing the price down again. It is unlikely that Deerfield can be paid off in full using $1.80 stock before the $2.38 warrants expire in early April next year. Effectively, this deal puts a ceiling on the market price for the next year or two. Short term ceiling sure, a year or two? Kind of ridiculous claim for less than 6 million shares potentially converted. |
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Post by standup on Jul 13, 2018 8:02:14 GMT -5
So now what is the remaining debt? 25m according to last page. We still must keep 20m in bank for them? The remaining total debt is much, much higher than 25m. |
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