MannKind raises $50M in private placement

MannKind Corporation completed a $50.0 million private placement with institutional accredited investors, selling 10,440,838 shares of common stock at $3.89 per share and pre-funded warrants for 2,412,632 underlying shares at $3.88 per warrant share.

Rhea-AI Filing Summary

MannKind Corporation completed a $50.0 million private placement with institutional accredited investors, selling 10,440,838 shares of common stock at $3.89 per share and pre-funded warrants for 2,412,632 underlying shares at $3.88 per warrant share. The pre-funded warrants have a $0.01 exercise price, are exercisable on a cashless basis, do not expire until fully exercised, and include a beneficial ownership limitation not to exceed 19.99%.

The company plans to use net proceeds for general corporate purposes, including funding a $45.0 million contingent value rights payment obligation triggered by the U.S. Food and Drug Administration’s approval of Furoscix ReadyFlow (furosemide injection). The securities were issued under the Section 4(a)(2) exemption, with resale registration rights for the shares and warrant shares to be filed within 30 days of closing. Separately, the FDA approved Furoscix ReadyFlow to treat edema in adults with heart failure or chronic kidney disease.

Positive

• FDA approval of Furoscix ReadyFlow (furosemide injection) for treating edema in adults with heart failure or chronic kidney disease, adding an approved therapy to MannKind’s product portfolio.

Negative

• FDA approval of Furoscix ReadyFlow triggered a $45.0 million contingent value rights cash payment obligation, creating a significant payout commitment for MannKind.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Common shares sold: 10,440,838 shares Pre-funded warrant shares: 2,412,632 shares Share purchase price: $3.89 per share +5 more

8 metrics

Common shares sold 10,440,838 shares Shares of common stock issued in the private placement

Pre-funded warrant shares 2,412,632 shares Shares of common stock underlying pre-funded warrants issued

Share purchase price $3.89 per share Purchase price for each share of common stock in the private placement

Pre-funded warrant price $3.88 per warrant share Purchase price per underlying share for the pre-funded warrants

Gross proceeds $50.0 million Total gross proceeds from the private placement before expenses

CVR payment obligation $45.0 million Contingent value rights payment triggered by FDA approval of Furoscix ReadyFlow

Warrant exercise price $0.01 per share Exercise price for each share under the pre-funded warrants

Beneficial ownership cap 19.99% Maximum beneficial ownership allowed immediately after warrant exercise

Key Terms

pre-funded warrants, Registration Rights Agreement, contingent value rights, beneficial ownership limitation, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants to purchase an aggregate of 2,412,632 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Registration Rights Agreement regulatory

"entered into a Registration Rights Agreement with the Investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

contingent value rights financial

"funding the Company’s $45.0 million contingent value rights payment obligation"

Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.

beneficial ownership limitation regulatory

"would exceed a specified beneficial ownership limitation, not to exceed 19.99%"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 4(a)(2) regulatory

"relied on the exemption from registration by virtue of Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What private placement financing did MannKind (MNKD) complete?

MannKind completed a $50.0 million private placement with institutional accredited investors. It issued 10,440,838 common shares and pre-funded warrants for 2,412,632 shares, at purchase prices of $3.89 per share and $3.88 per pre-funded warrant.

How many shares and warrants did MannKind (MNKD) issue, and at what prices?

MannKind sold 10,440,838 common shares at $3.89 each and pre-funded warrants for 2,412,632 shares at $3.88 per warrant share. The pre-funded warrants carry a $0.01 per-share exercise price and remain outstanding until fully exercised.

How will MannKind (MNKD) use the $50 million in gross proceeds?

MannKind intends to use net proceeds for general corporate purposes, including funding a $45.0 million contingent value rights payment obligation. That payment was triggered by the U.S. Food and Drug Administration’s approval of Furoscix ReadyFlow (furosemide injection).

What are the key terms of MannKind’s (MNKD) pre-funded warrants?

The pre-funded warrants cover 2,412,632 shares, with a purchase price of $3.88 per underlying share and a $0.01 exercise price. They are exercisable on a cashless basis, have no expiration until fully exercised, and include a 19.99% beneficial ownership limitation.

What FDA approval related to Furoscix ReadyFlow did MannKind (MNKD) report?

The U.S. Food and Drug Administration approved Furoscix ReadyFlow (furosemide injection) for treating edema in adults with heart failure or chronic kidney disease. This approval also triggered MannKind’s $45.0 million contingent value rights payment obligation to certain holders.

What registration rights did investors receive in MannKind’s (MNKD) financing?

MannKind entered a Registration Rights Agreement requiring it to file, within 30 days of closing (subject to delays), a registration statement with the SEC to register for resale the common shares and shares issuable upon exercise of the pre-funded warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/24/2026 - 04:03 PM Accepted by SEC EDGAR 07/24/2026 - 04:01 PM Learn about SEC filing dates

MANNKIND CORP false 0000899460 0000899460 2026-07-23 2026-07-23

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): July 23, 2026

MannKind Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware		000-50865		13-3607736
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Casper Street
Danbury, Connecticut		06810
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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, par value $0.01 per share		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 3.02 Unregistered Sales of Equity Securities.

On July 23, 2026, MannKind Corporation, a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement with certain institutional accredited investors (the “Investors”), pursuant to which the Company agreed to sell and issue to the Investors an aggregate of 10,440,838 shares (“Shares”) of the Company’s common stock, par value $0.01 (“Common Stock”), at a purchase price of $3.89 per Share, and in lieu of shares of Common Stock, pre-funded warrants to purchase an aggregate of 2,412,632 shares of Common Stock (“Warrant Shares”), at a purchase price of $3.88 per Warrant Share underlying the pre-funded warrants, in a private placement transaction (the “Private Placement”).

The closing of the Private Placement occurred on July 24, 2026 (the “Closing”). The total gross proceeds received by the Company from the Private Placement, before expenses, were approximately $50.0 million. The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including funding the Company’s $45.0 million contingent value rights payment obligation triggered by the U.S. Food and Drug Administration’s approval of Furoscix ReadyFlow^™ (furosemide injection).

The pre-funded warrants have an exercise price of $0.01 per Warrant Share, subject to customary adjustments, and will not expire until exercised in full. The pre-funded warrants are also exercisable on a net exercise “cashless” basis. The pre-funded warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation, not to exceed 19.99%.

The Company relied on the exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof. Each of the Investors provided representations appropriate for a private placement of securities. Restrictive legends were affixed to the Shares and the pre-funded warrants.

In connection with the Private Placement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company agreed to prepare and file, within 30 days of the Closing, subject to certain allowable delays, a registration statement with the Securities and Exchange Commission to register for resale the Shares and the Warrant Shares.

The foregoing summaries of the pre-funded warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the form of pre-funded warrant and form of Registration Rights Agreement, which are filed with this report as Exhibits 4.1 and 4.2, respectively.

On July 24, 2026, the Company issued a press release announcing the Private Placement, a copy of which is filed as Exhibit 99.1 to this report.

Item 8.01 Other Events.

On July 23, 2026, the U.S. Food and Drug Administration approved Furoscix ReadyFlow^™ (furosemide injection) for the treatment of edema (fluid overload) in adults with heart failure or chronic kidney disease.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant to Purchase Common Stock
4.2		Form of Registration Rights Agreement
99.1		Press Release of MannKind Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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
Date: July 24, 2026				By:		/s/ David Thomson
						David Thomson, Ph.D., J.D.
						Executive Vice President, General Counsel and Secretary

Exhibit 99.1

MannKind Announces $50 Million Private Placement

DANBURY, Conn. and WESTLAKE VILLAGE, Calif., July 24, 2026 (Globe Newswire) – MannKind Corporation (Nasdaq: MNKD), a biopharmaceutical company dedicated to transforming chronic disease care through innovative, patient-centric solutions for cardiometabolic and orphan lung diseases, today announced that it has entered into a securities purchase agreement in connection with a private placement to certain institutional investors. The gross proceeds from the private placement financing are expected to be approximately $50 million. The closing of the financing is expected to occur on or about July 24, 2026, subject to the satisfaction of customary closing conditions.

The private placement was led by Frazier Life Sciences, a longstanding biotech investment firm.

MannKind intends to use the net proceeds for general corporate purposes, including funding the $45 million contingent value rights payment triggered by the recent FDA approval of Furoscix ReadyFlow^™.

Pursuant to the terms of the securities purchase agreement, MannKind is selling an aggregate of 10,440,838 shares of its common stock and, in lieu of common stock to certain investors, pre-funded warrants to purchase up to an aggregate of 2,412,632 shares of its common stock, at a purchase price of $3.89 per share and $3.88 per pre-funded warrant. The pre-funded warrants will have an exercise price of $0.01 per share and will be exercisable at any time after original issuance, subject to certain beneficial ownership limitations, and will not expire until exercised in full.

The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are being issued and sold in reliance on Section 4(a)(2) of the Securities Act. The securities may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. MannKind has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon exercise of the pre-funded warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About MannKind

MannKind Corporation (Nasdaq: MNKD) is a biopharmaceutical company dedicated to transforming chronic disease care through innovative, patient-centric solutions. Focused on cardiometabolic and orphan lung diseases, we develop and commercialize treatments that address serious unmet medical needs, including diabetes, pulmonary hypertension, and fluid overload in heart failure and chronic kidney disease.

With deep expertise in drug-device combinations, MannKind aims to deliver therapies designed to fit seamlessly into daily life.

Learn more at mannkindcorp.com.

Forward Looking Statements

Statements in this press release that are not statements of historical fact are forward-looking statements that involve risks and uncertainties. These statements include, without limitation, statements regarding the satisfaction of closing conditions for a private placement and the payment to holders of contingent value rights associated with a regulatory milestone. Words such as “believes”, “anticipates”, “plans”, “expects”, “intends”, “will”, “goal”, “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon MannKind’s current expectations. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which include, without limitation, the risk that MannKind’s products may only achieve a limited degree of commercial success, and other risks detailed in MannKind’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent periodic reports on Form 10-Q and current reports on Form 8-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and MannKind undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

FUROSCIX READYFLOW and MANNKIND are trademarks of MannKind Corporation.

# # #

MannKind Contacts:

Investor Relations

Kate Miranda

(617) 921-5461

Email: ir@mnkd.com

Media Relations

Christie Iacangelo

(818) 292-3500

Email: media@mnkd.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 8.6 KB

Other Documents

• EX-4.1 EX-4.1 74.7 KB
• EX-4.2 EX-4.2 80.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB