UPDATE: MannKind Corporation Announces $161M Senior Secured Note Offering at $3.00/Share -Filing

We are conducting a private offering under Rule 144A of the Securities Act of 1933, as amended, of up to $161 million of Convertible Senior Secured Notes due 2019, or the Secured Notes. The Secured Notes will be secured by a first priority lien on substantially all of our assets, excluding our insulin inventory supply and subject to other customary exclusions, and are anticipated to accrue interest at the rate of 7% per annum, payable biannually in arrears. The Secured Notes will mature in seven years from the date of issuance, but investors are expected to have a right to put the Secured Notes to the Company on February 15, 2015 at a price equal to 100% of the principal amount. The Secured Notes are anticipated to be convertible into shares of our common stock at an initial conversion price of $3.00 per share, subject to customary adjustments and full-ratchet anti-dilution protection for any issuances, other than certain excluded issuances, of (i) common stock at a price less than the conversion price of the notes or (ii) securities convertible into or exercisable for common stock having a conversion or exercise price less than the conversion price of the notes. We intend to use the net proceeds from the offering of the Secured Notes (1) to repay or repurchase certain of our outstanding Senior Convertible Notes due 2013 in privately negotiated transactions, and (2) for general corporate purposes, including research and development expenses, capital expenditures, working capital and general administrative expenses.