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
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Date of Report (Date of earliest event reported): August 24, 2025 |
MannKind Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
000-50865 |
13-3607736 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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1 Casper Street |
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Danbury, Connecticut |
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06810 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (818) 661-5000 |
(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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share |
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MNKD |
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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 August 24, 2025 MannKind Corporation (“MannKind”) entered into a first amendment (“First Amendment”) to the global license and collaboration agreement dated September 3, 2018 (the “License Agreement”) with United Therapeutics Corporation (“United Therapeutics”). The First Amendment memorializes the exercise of United Therapeutics’ option to expand the scope of the products covered by the License Agreement to include an additional development product (the “Additional Product”). Pursuant to the First Amendment, MannKind will formulate an investigational molecule using its proprietary Technosphere® platform and will manufacture specified quantities of clinical trial materials for the Additional Product. United Therapeutics will conduct all other preclinical and clinical development activities.
Under the terms of the First Amendment, MannKind will receive an upfront payment of $5 million and is eligible to receive up to $35 million in milestone payments upon achievement of specified development milestones related to the Additional Product, and 10% royalties on net sales of the Additional Product, if approved.
The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
10.1*# |
First Amendment to License and Collaboration Agreement dated August 24, 2025 between MannKind Corporation and United Therapeutics Corporation |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* |
Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
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.
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MannKind Corporation |
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Date: August 27, 2025 |
By: |
/s/ David Thomson, Ph.D., J.D. |
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David Thomson, Ph.D., J.D. |
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Executive Vice President, General Counsel and Secretary |
