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MNKD Mannkind

Filed: 25 May 21, 6:06am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2021

 

 

MannKind Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 000-50865 13-3607736

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

30930 Russell Ranch Road, Suite 300

Westlake Village, CA

 
91362
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (818) 661-5000

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock MNKD The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

On May 24, 2021, MannKind Corporation (the “Company”) entered into a Sixth Amendment to Supply Agreement (the “Sixth Amendment”) with Amphastar Pharmaceuticals, Inc. pursuant to which the parties agreed to, among other things, extend the term of the supply agreement an additional year (to December 31, 2027) and restructure the annual purchase commitments as follows:

 

Calendar Year  

Existing Supply

Agreement

As of March 31, 2021

  

Supply Agreement

As Amended May 24, 2021

2021

  €7.0 million  €3.3 million

2022

  €8.5 million  €5.4 million

2023

  €10.9 million  €8.8 million

2024

  €14.6 million  €14.6 million

2025

  €15.5 million  €15.5 million

2026

  €19.4 million  €19.4 million

2027

  —                            €9.2 million

In connection with Sixth Amendment, the Company is obligated to pay amendment fees of $1.0 million by June 30, 2021 and $1.0 million by January 31, 2022. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is attached as Exhibit 99.1 to this report.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the Company’s 2021 Annual Meeting of Stockholders held on May 20, 2021 (the “Annual Meeting”), as well as the number of votes with respect to each matter.

The Company’s stockholders elected each of the nine individuals nominated by the Company’s Board of Directors to serve as directors until the next annual meeting of stockholders. The tabulation of votes in the election was as follows:

 

Nominee  Shares Voted For  Shares Withheld  Broker Non-Votes

James S. Shannon

  89,344,422  3,381,248  76,432,098

Michael E. Castagna

  88,305,390  4,420,280  76,432,098

Ronald J. Consiglio

  88,177,675  4,547,995  76,432,098

Michael A. Friedman

  86,572,366  6,153,304  76,432,098

Jennifer Grancio

  89,433,957  3,291,713  76,432,098

Anthony Hooper

  89,600,216  3,125,454  76,432,098

Sabrina Kay

  89,366,179  3,359,491  76,432,098

Kent Kresa

  88,019,089  4,706,581  76,432,098

Christine Mundkur

  89,041,311  3,684,359  76,432,098

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The tabulation of votes on this matter was as follows: shares voted for: 165,150,118; shares voted against: 3,579,170; shares abstaining: 428,480; and broker non-votes: 0.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 7, 2021. The tabulation of votes on this matter was as follows: shares voted for: 83,582,134; shares voted against: 7,850,095; shares abstaining: 1,293,441; and broker non-votes: 76,432,098.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1*  Sixth Amendment to Supply Agreement, dated May 24, 2021, by and between MannKind Corporation and Amphastar Pharmaceuticals, Inc.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MANNKIND CORPORATION
Dated: May 25, 2021  By: 

/s/ David Thomson, Ph.D., J.D.

   David Thomson, Ph.D., J.D.
   Corporate Vice President, General Counsel and Secretary