Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
$50,000,000
MannKind Corp.
Common Stock
We have entered into two at-the-market issuance sales agreements, one with MLV & Co. LLC, or MLV, and one with Meyers Associates, L.P. (doing business as Brinson Patrick, a division of Meyers Associates, L.P.), or Brinson Patrick, relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. We may offer and sell shares of our common stock, $0.01 par value per share, having an aggregate offering price of up to $50,000,000 from time to time through MLV or Brinson Patrick, whom we collectively refer to herein as the Agents, as our sales agents provided that in no event will we sell more than 25,000,000 shares in this offering.
Our common stock is listed on The NASDAQ Global Market under the symbol “MNKD.” The last reported sale price of our common stock on February 27, 2014 was $6.39 per share.
Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including by means of ordinary brokers’ transactions at market prices, in negotiated transactions or as otherwise agreed by the applicable Agent and us. Neither Agent is required to sell a certain number of shares or dollar amount of our common stock. Rather, each Agent will act as our sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.
Each Agent will be entitled to a commission of up to 3% of the gross sales price per share sold under the sales agreement with that Agent. In connection with the sale of the common stock on our behalf, the applicable Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to each Agent with respect to certain liabilities, including liabilities under the Securities Act.
Investing in our securities involves significant risks. Before buying shares of our common stock, you should carefully consider the risk factors described in “ Risk Factors ” beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and any free writing prospectus that we have authorized for use in connection with this offering.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
"Risks Related to this Offering
Management will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.
Because we have not designated the amount of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application of the net proceeds from this offering and could use them for purposes other than those contemplated at the time of the offering. Our management may use the net proceeds for corporate purposes that may not improve our financial condition or market value.
You may experience immediate and substantial dilution in the book value per share of the common stock you purchase in the offering.
The offering price per share in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Assuming that an aggregate of 7,824,726 shares of our common stock are sold at a price of $6.39 per share, the last reported sale price of our common stock on The NASDAQ Global Market on February 27, 2014 for aggregate gross proceeds of approximately $50.0 million, and after deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $6.34 per share, representing the difference between our as adjusted net tangible book value per share as of December 31, 2013 after giving effect to this offering at the assumed size and offering price. The exercise of outstanding stock options and warrants will result in further dilution of your investment. See “Dilution” for a more detailed illustration of the dilution you would incur if you participate in this offering.
You may experience future dilution as a result of future equity offerings.
In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering."
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