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Post by wyattdog on Jul 18, 2019 7:51:44 GMT -5
On July 18, 2019, MannKind Corporation (the “Company”) and MannKind LLC, the Company’s wholly owned subsidiary, entered into an Exchange Agreement (the “Exchange Agreement”) with Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively, “Deerfield”) pursuant to which the Company agreed to, among other things, (i) repay $2,420,000.08 aggregate principal amount under the 9.75% Senior Convertible Notes due 2019 held by Deerfield (the “Tranche 4 Notes”) and pay accrued and unpaid interest on the entire principal amount of the Tranche 4 Notes that had been outstanding, and (ii) issue an aggregate of 1,514,423 shares of the Company’s common stock (the “Exchange Shares”) to Deerfield in exchange for $1,574,999.92 aggregate principal amount of Tranche 4 Notes. The exchange price per Exchange Share is $1.04, which was the closing price of the Company’s common stock on July 17, 2019 as reported on the Nasdaq Stock Market. The principal amount being repaid and exchanged under the Tranche 4 Notes represents the principal amount that would have otherwise become due and payable on July 18, 2019 under the Tranche 4 Notes.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is attached as Exhibit 99.1 to this report.
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company relied on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended, for the issuance of the Exchange Shares.
Item 8.01
Other Events.
On July 18, 2019, the Company repurchased for $433,333.42 a warrant to acquire 3,333,334 shares of the Company’s common stock (the “Warrant”), originally issued to the holder thereof on December 26, 2018. The Warrant had an exercise price of $1.60 per share and an expiration date of December 26, 2019. Following the repurchase of the Warrant, the Warrant was cancelled and is no longer issued and outstanding.
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Post by kite on Jul 18, 2019 7:53:21 GMT -5
www.globenewswire.com/news-release/2019/07/18/1884618/0/en/MannKind-Repays-Maturing-Debt-Obligation-Buys-Back-Certain-Warrants.htmlWESTLAKE VILLAGE, Calif., July 18, 2019 (GLOBE NEWSWIRE) -- MannKind Corporation (NASDAQ: MNKD) today announced the repayment of outstanding debt by an aggregate amount of approximately $4.0 million and the repurchase of a warrant to purchase approximately 3.3 million shares of common stock. The Company repaid approximately $4.0 million of the Deerfield Financing Obligation that was due July 18, 2019 with $2.42 million in cash and by issuing 1,514,423 shares of the Company’s common stock valued at $1.04 per share, the closing price of the Company’s common stock on July 17, 2019 as reported on the Nasdaq Stock Market. The Company also repurchased a warrant to acquire approximately 3.3 million shares of the Company’s common stock from the holder thereof for approximately $433,000. Following the repurchase, the warrant was cancelled and is no longer issued and outstanding. About MannKind Corporation MannKind Corporation (NASDAQ:MNKD) focuses on the development and commercialization of inhaled therapeutic products for patients with diseases such as diabetes and pulmonary arterial hypertension. MannKind is currently commercializing Afrezza® (insulin human) Inhalation Powder, the Company's first FDA approved product and the only inhaled rapid-acting mealtime insulin in the United States, where it is available by prescription from pharmacies nationwide. MannKind is headquartered in Westlake Village, California, and has a state-of-the art manufacturing facility in Danbury, Connecticut. The Company also employs field sales and medical representatives across the U.S. For further information, visit www.mannkindcorp.com. MannKind Contact: Rose Alinaya Investor Relations 818-661-5000 ir@mannkindcorp.com
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Post by dddupont on Jul 18, 2019 8:12:22 GMT -5
I wonder who manipulated the stock price down yesterday?
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Post by awesomo on Jul 18, 2019 8:31:49 GMT -5
Remember when I said blame Mike and Deerfield in the volume thread yesterday rather than everyone getting up in arms about “the shorts”...
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Post by cjm18 on Jul 18, 2019 8:33:53 GMT -5
Deerfield shorted ahead of taking shares as always. Yet mike said he wasn’t going to pay back df with shares at these prices.
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Post by pat on Jul 18, 2019 8:36:34 GMT -5
I “blame” the convoluted structure of the Health Care industry and the collective arrogance of medical purveyors.
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bkdmd
Researcher
Posts: 79
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Post by bkdmd on Jul 18, 2019 8:52:59 GMT -5
If MC has the choice to stand up for shareholders or his salary and raises, who would Mike defend?
He has lost all credibility in my mind. With him as CEO there is NO HOPE! MC's number one priority is MC and enriching himself. MC's priority isn't shareholders.
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Post by awesomo on Jul 18, 2019 9:01:36 GMT -5
Deerfield shorted ahead of taking shares as always. Yet mike said he wasn’t going to pay back df with shares at these prices. Technically Mike’s right, he paid them back at even lower prices. |
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Post by agedhippie on Jul 18, 2019 9:17:22 GMT -5
... The Company also repurchased a warrant to acquire approximately 3.3 million shares of the Company’s common stock from the holder thereof for approximately $433,000. Following the repurchase, the warrant was cancelled and is no longer issued and outstanding. ... Was that a thank you present to Deerfield? The warrants are a mile out of the money, but Mannkind is going to pay $0.13 each for them? At this point it is by no means clear they will be exercised, but those warrants would have raised $5.6M if exercised. |
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Post by cjm18 on Jul 18, 2019 9:24:43 GMT -5
... The Company also repurchased a warrant to acquire approximately 3.3 million shares of the Company’s common stock from the holder thereof for approximately $433,000. Following the repurchase, the warrant was cancelled and is no longer issued and outstanding. ... Was that a thank you present to Deerfield? The warrants are a mile out of the money, but Mannkind is going to pay $0.13 each for them? At this point it is by no means clear they will be exercised, but those warrants would have raised $5.6M if exercised. Is 13 cents much more than buying a 1.60 call option? |
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Post by barnstormer on Jul 18, 2019 9:26:44 GMT -5
Mike has let the SP drop into RS territory. He's spent money on upgrades to the Danbury facility with no named partner/customer for the extra capacity. A smart CEO would have PRed the plant expansion at the same time he announced who was going to use the capacity and what kind of revenue he expected. Deefield has only a little leverage left. An upfront cash payment from a partner or milestone payment would easily extinguish the remaing DF obligation and boost the SP. Yet Mike apparently has nothing in his back pocket that will give WS a green flag to buy at these low prices. I would love to add more shares, but as long as the RS is lingering I am looking else where
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Post by boca1girl on Jul 18, 2019 9:32:18 GMT -5
... The Company also repurchased a warrant to acquire approximately 3.3 million shares of the Company’s common stock from the holder thereof for approximately $433,000. Following the repurchase, the warrant was cancelled and is no longer issued and outstanding. ... Was that a thank you present to Deerfield? The warrants are a mile out of the money, but Mannkind is going to pay $0.13 each for them? At this point it is by no means clear they will be exercised, but those warrants would have raised $5.6M if exercised. My calculator gave 7.76 cents per warrant. Management must expect the stock price to be be greater than $1.68 to justify the repurchase. And most think the warrants create a ceiling for the share price (including me). But I’m not surprised by the chronic negativity some express regardless what moves management makes. We won’t know if the repurchase was or good or bad until 12/26. And the move may have been required to recapitalize the remaining debt after Deerfield is paid off. |
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Post by mnholdem on Jul 18, 2019 9:38:34 GMT -5
I recently received an email from a shareholder asking me if the recent Deerfield Amendments, allowing MannKind to pay down debt with shares, was contingent upon Michael Castagna remaining CEO of MannKind Corporation. I remember this discussion appeared on ProBoards, possibly in late 2018.
Does anybody have a definitive answer to this question? I’m so swamped at work that I do not have time time to peruse through SEC filings.
I believe that the shareholder may be implying that the extended debt also extended Deerfield’s protection of the current CEO.
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Post by mnkdfann on Jul 18, 2019 9:56:48 GMT -5
Was that a thank you present to Deerfield? The warrants are a mile out of the money, but Mannkind is going to pay $0.13 each for them? At this point it is by no means clear they will be exercised, but those warrants would have raised $5.6M if exercised. My calculator gave 7.76 cents per warrant. Management must expect the stock price to be be greater than $1.68 to justify the repurchase. And most think the warrants create a ceiling for the share price (including me). But I’m not surprised by the chronic negativity some express regardless what moves management makes. We won’t know if the repurchase was or good or bad until 12/26. And the move may have been required to recapitalize the remaining debt after Deerfield is paid off. I generally like your posts, but it may be you should have invested in a new calculator before refuting aged's numbers?  I think he was talking about this: > 433333.42 / 3333334 [1] 0.13 Or did I miss something? I think what is more relevant is what was the current selling price for those warrants? Above or below what Mannkind paid for them? I'm going to guess significantly below, so that Mannkind paid a hefty premium. |
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Post by boca1girl on Jul 18, 2019 10:09:19 GMT -5
I stand corrected. It’s $0.13 per warrant.
But I stand by everything else I said. Time will tell if it was the right move.
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I think he was talking about this: