UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
MANNKIND CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
5400P 20 1
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(CUSIP Number)
Alfred E. Mann
25129 Rye Canyon Loop
Valencia, CA 91355
(661) 362-1414
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 2, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 17 Pages
CUSIP NO. 5400P 20 1 13D Page 2 of 17 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ALFRED E. MANN
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
AF
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5. Check If Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
UNITED STATES
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Number of 7. Sole Voting Power
Shares Beneficially 340,971 (1)
Owned by ------------------------------------------------------
Each Reporting 8. Shared Voting Power
Person With 26,133,663
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9. Sole Dispositive Power
340,971 (1)
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10. Shared Dispositive Power
26,133,663
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
26,474,634 (1)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
52.7%
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14 Type of Reporting Person
IN
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(1) INCLUDES SHARES THAT THE REPORTING PERSON HAS THE RIGHT TO ACQUIRE
PURSUANT TO THE EXERCISE OF STOCK OPTIONS. SEE ITEM 5.
Page 2 of 17 Pages
CUSIP NO. 5400P 20 1 13D Page 3 of 17 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
ALFRED E. MANN LIVING TRUST
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
PF
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5. Check If Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
UNITED STATES
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Number of 7. Sole Voting Power
Shares Beneficially 0
Owned by -------------------------------------------------------
Each Reporting 8. Shared Voting Power
Person With 26,122,695
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
23,716,668
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
26,122,695
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
52.0%
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14 Type of Reporting Person
OO
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Page 3 of 17 Pages
CUSIP NO. 5400P 20 1 13D Page 4 of 17 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
BIOMED PARTNERS, LLC
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check If Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
UNITED STATES
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Number of 7. Sole Voting Power
Shares Beneficially 0
Owned by -------------------------------------------------------
Each Reporting 8. Shared Voting Power
Person With 4,347,077
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
4,347,077
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,347,077
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
8.7%
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14 Type of Reporting Person
OO
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Page 4 of 17 Pages
CUSIP NO. 5400P 20 1 13D Page 5 of 17 Pages
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MINIMED INFUSION, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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3. SEC Use Only
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4. Source of Funds
AF
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5. Check If Disclosure of Legal Proceeding Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
UNITED STATES
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Number of 7. Sole Voting Power
Shares Beneficially 0
Owned by -------------------------------------------------------
Each Reporting 8. Shared Voting Power
Person With 6,753,104
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
6,753,104
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,753,104
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row (11)
13.5%
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14 Type of Reporting Person
CO
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Page 5 of 17 Pages
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the common stock, $0.01 par
value per share of MannKind Corporation, a Delaware corporation (the "ISSUER" or
"MANNKIND"). The principal executive offices of the Issuer are located at 28903
North Avenue Paine, Valencia, CA 91355.
ITEM 2. IDENTITY AND BACKGROUND
IDENTITY OF EACH REPORTING PERSON
This Statement is being jointly filed on behalf of the following
individuals and entities (each, a "REPORTING PERSON" and collectively,
"REPORTING PERSONS"), pursuant to Rule 13d-1(k)(1) promulgated by the Securities
and Exchange Commission (the "SEC") pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"):
Alfred E. Mann
Alfred E. Mann Living Trust
Biomed Partners, LLC
Minimed Infusion, Inc.
BACKGROUND OF EACH REPORTING PERSON
Alfred E. Mann
The business address of Mr. Mann is:
25129 Rye Canyon Loop
Valencia, CA 91355
Mr. Mann is the Chief Executive Officer and Chairman of the Board of
MannKind. Mr. Mann also serves as the Chairman and Co-Chief Executive Officer of
Advanced Bionics Corporation, a developer of implantable, high-technology
neurostimulation devices for deafness and chronic pain, located at 25129 Rye
Canyon Loop, Valencia, CA 91355. Mr. Mann is a citizen of the United States.
The Alfred E. Mann Living Trust
The business address of The Alfred E. Mann Living Trust (the "TRUST")
is:
12744 San Fernando Road
Sylmar, CA 91342
The Trust is a revocable trust of which Mr. Mann is the trustee.
Page 6 of 17 Pages
Biomed Partners, LLC
The business address of Biomed Partners, LLC ("BIOMED") is:
12744 San Fernando Road
Sylmar, CA 91342
Biomed is Delaware limited liability company in the business of
investing in public and private companies.
The managing members of Biomed are the Trust and Minimed Infusion, Inc.
("MINIMED INFUSION"). The background of Minimed Infusion is described separately
below. The members of Biomed are the Trust, Minimed Infusion and Mann
Diversified Charitable Fund, Inc. ("MDCF").
MDCF is a Delaware non-stock, non-profit corporation whose purpose is to
fund general charitable causes. MDCF is located at 12744 San Fernando Road,
Sylmar, CA 91342. The officers of MDCF are Treasurer - Aaron Mendelsohn;
President - Alfred E. Mann; and Secretary - Steven B. Sample. The directors of
MDCF are appointed by Alfred E. Mann, The University of Southern California
("USC") and Music Appreciation for Enhancement and Support of Talent Resources
Organization ("MAESTRO"), which have appointed Alfred E. Mann, Steven B. Sample
and Aaron Mendelsohn, respectively, as directors. Aaron Mendelsohn is a private
investor and his business address is 224 15th St., Santa Monica, CA 90402.
Steven B. Sample is the president of USC and his business address is University
of Southern California, Los Angeles, CA 90089. USC is a private corporation
governed by a board of trustees that has approximately 50 voting members.
MAESTRO is a California non-stock, non-profit corporation whose purpose
is to fund music-related programs. MAESTRO is located at 224 15th St., Santa
Monica, CA 90402. The officers and directors of MAESTRO and their occupation,
employer and business address are listed in the following table. All of the
officers and directors of MAESTRO are United States citizens.
POSITION WITH OCCUPATION AND EMPLOYER
NAME MAESTRO (IF OTHER THAN MAESTRO) BUSINESS ADDRESS
--------------------------------------------------------------------------------------------------------------------
Aaron Mendelshon Chairman 224 15th St.,
Santa Monica, CA 90402
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Julia Cser Executive Director c/o MAESTRO
224 15th St.,
Santa Monica, CA 90402
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Glen Silba Director of Operations c/o MAESTRO
224 15th St.,
Santa Monica, CA 90402
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Page 7 of 17 Pages
Marc Jacobs Legal Counsel c/o MAESTRO
224 15th St.,
Santa Monica, CA 90402
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Marvin Jubas Director Attorney. Freedman, 3415 S. Sepulveda Blvd.
Freedman & Smiley LLP 12th Floor
Los Angeles, CA 90034
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Robert Cutietta Director Dean of Thorton School University of Southern
at USC California,
Los Angeles, CA 90089
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Max T. Weiss Director Retired 2185 Gutherie Drive
Los Angeles, CA 90034
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Ronald J. Lebel Director President - Medical 12744 San Fernando Road
Research Products Sylmar, CA 91342
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Minimed Infusion, Inc.
The business address of Minimed Infusion is:
12744 San Fernando Road
Sylmar, CA 91342
Minimed Infusion is a Nevada corporation formed for the purpose of
investing in real estate and financial assets. The officers of Minimed Infusion
are: Chariman of the Board - Alfred E. Mann; Secretary - Georgia Smith;
Treasurer - Howard Mann; and President - Alfred E. Mann. The only shareholder
and only director of Minimed Infusion is Alfred E. Mann. Ms. Smith is a citizen
of the United States, and, other than serving as the Secretary of Minimed
Infusion, is retired. Her business address is 12744 San Fernando Road, Sylmar,
CA 91342. Howard Mann is a citizen of the United States and is a private
investor. His business address is 12744 San Fernando Road, Sylmar, CA 91342.
INFORMATION REGARDING LEGAL PROCEEDINGS
To the best knowledge of the Reporting Persons, no party identified in
this Item 2 has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
such party was or is subject to a judgment, decree or final order
Page 8 of 17 Pages
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Biomed and the Trust purchased shares of the common stock of the Issuer
for cash in the amounts of $16,400,008.85 and $70,942,797.05, respectively. Each
purchaser used its own funds for the purchase, none of which were borrowed or
otherwise obtained from any source to acquire the shares.
ITEM 4. PURPOSE OF TRANSACTION
On August 2, 2005, MannKind entered into a Securities Purchase Agreement
with the Trust, Biomed and other purchasers (the "SECURITIES PURCHASE
AGREEMENT"), pursuant to which MannKind sold, at the closing on August 5, 2005,
17,131,682 shares of its common stock (the "SHARES") and warrants to purchase
3,426,340 shares of its common stock (the "WARRANTS") resulting in aggregate
gross proceeds to MannKind of approximately $175.0 million (the "PRIVATE
PLACEMENT"). The Warrants have an exercise price of $12.228 per share, become
exercisable 180 days after the closing of the Private Placement and expire on
August 5, 2010.
Biomed and the Trust participated in the Private Placement in order to
provide funding to MannKind. Mr. Mann and Minimed Infusion did not participate
in the Private Placement and are reporting under this Schedule 13D as a result
of their having acquired an indirect beneficial ownership of the Shares
purchased by Biomed and/or the Trust as described in Item 5 below.
The Reporting Persons have no current plan or proposal which relates to,
or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
INTEREST OF EACH PERSON IDENTIFIED IN ITEM 2.
Alfred E. Mann
Mr. Mann is the beneficial owner of 26,474,634 shares of the Issuer, or
52.7% of the outstanding shares of the Issuer's common stock as of August 15,
2005. The foregoing is comprised of the following:
- 19,369,591 shares of the Issuer's common stock held or
acquirable by the Trust, as to which shares Mr. Mann shares
voting and dispositive power with the Trust (see below for a
detailed description of the shares beneficially owned by the
Trust);
- 4,347,077 shares of the Issuer's common stock held or acquirable
by Biomed, as to which shares Mr. Mann indirectly shares voting
and dispositive power with Biomed and the managing members of
Biomed - the Trust and Minimed Infusion - through his control of
the Trust and Minimed Infusion (see below for a detailed
description of the shares beneficially owned by Biomed);
Page 9 of 17 Pages
- 340,971 shares of the Issuer's common stock issuable upon the
exercise of stock options held by Mr. Mann (the "OPTIONS"), as
to which shares Mr. Mann has sole voting and dispositive power;
- 10,968 shares of common stock held by Mannco LLC. as to which
shares Mr. Mann shares voting and dispositive power with Mannco
LLC; and
- 2,406,027 shares of common stock held by Biomed Partners II, LLC
("BIOMED II"), as to which shares Mr. Mann indirectly shares
voting and dispositive power with Biomed II and the managing
members of Biomed II - the Trust and Minimed Infusion - through
his control of the Trust and Minimed Infusion.
Mannco LLC is a Delaware limited liability corporation that was formed
for the purpose of investing in real estate and financial assets and is located
at 12744 San Fernando Road, Sylmar, CA 91342. Alfred E. Mann is the sole member
and manager of Mannco LLC.
Biomed II is Delaware limited liability company in the business of
investing in public and private companies. Biomed II is located at 12744 San
Fernando Road, Sylmar, CA 91342. The managing members of Biomed II are the Trust
and Minimed Infusion. The members of Biomed II are the Trust, Minimed Infusion
and the Alfred E. Mann Institute for Biomedical Engineering at the University of
Southern California ("AMIUSC").
AMIUSC is a Delaware non-stock, non-profit corporation whose purpose is
to fund the development of biomedical innovations at USC and is located at 12744
San Fernando Road, Sylmar, CA 91342. The officers and directors of AMIUSC and
their occupation, employer and business address are listed in the following
table. All of the officers and directors of AMIUSC are United States citizens.
POSITION WITH OCCUPATION AND EMPLOYER
NAME AMIUSC (IF OTHER THAN AMIUSC) BUSINESS ADDRESS
--------------------------------------------------------------------------------------------------------------------------
Lloyd Armstrong, Jr. Director Retired c/o AMIUSC
12744 San Fernando Road,
Sylmar, CA 91342
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Dean W. Baker Director Retired c/o AMIUSC
12744 San Fernando Road,
Sylmar, CA 91342
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Page 10 of 17 Pages
Todd R. Dickey Secretary Sr. Vice President and c/o USC
General Counsel of USC University of Southern
California,
Los Angeles, CA 90089
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Dennis M. Foster Treasurer Treasurer of USC c/o USC
University of Southern
California,
Los Angeles, CA 90089
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Alfred E. Mann Chairman of the Board Chief Executive Officer c/o Advanced Bionics
and Chief Executive and Chairman of the 12740 San Fernando Road,
Officer Board of MannKind Sylmar, California 91342
Chairman and Co-Chief
Executive Officer of
Advanced Bionics
Corporation
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Carla Mann Director Vice President of c/o Advanced Bionics
Advanced Bionics 12740 San Fernando Road,
Sylmar, California 91342
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Aaron Mendelshon Director Private Investor 224 15th St.,
Santa Monica, CA 90402
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Crhysostomos L. Nikias Director Provost of USC c/o USC
University of Southern
California,
Los Angeles, CA 90089
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Steven B. Sample Director President of USC University of Southern
California,
Los Angeles, CA 90089
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Peter Staudhammer Chief Operating Officer N/A c/o AMIUSC
and Director of Institute 12744 San Fernando Road,
Sylmar, CA 91342
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Page 11 of 17 Pages
The directors of AMIUSC are appointed by the vote of its members, half
of which members are appointed by the Alfred E. Mann Foundation for Biomedical
Engineering ("AEMFBE") and half of which are appointed by USC.
AEMFBE is a Delaware non-stock, non-profit corporation whose purpose is
to fund charitable causes and is located at 25129 Rye Canyon Loop Valencia, CA
91355. The officers and directors of AEMFBE and their occupation, employer and
business address are listed in the following table. All of the officers and
directors of AEMFBE are United States citizens.
POSITION WITH OCCUPATION AND EMPLOYER
NAME AEMFBE (IF OTHER THAN AEMFBE) BUSINESS ADDRESS
----------------------------------------------------------------------------------------------------------------------
Alfred E. Mann Chairman of the Board Chief Executive Officer c/o Advanced Bionics
and Director and Chairman of the 12740 San Fernando Road,
Board of MannKind Sylmar, California 91342
Chairman and Co-Chief
Executive Officer of
Advanced Bionics
Corporation
----------------------------------------------------------------------------------------------------------------------
Carla Mann Director Vice President of c/o Advanced Bionics
Advanced Bionics 12740 San Fernando Road,
Sylmar, California 91342
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Howard Mann Director Private Investor 12744 San Fernando Road
Sylmar, CA 91342
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Brian Mann Director Vice President of Savacor c/o Savacor, 10780
Santa Monica Blvd.,
Los Angeles, CA 90025
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Page 12 of 17 Pages
Steve Dahms President and Chief c/o AEMFBE
Executive Officer 25129 Rye Canyon Loop
Valencia, CA 91355
----------------------------------------------------------------------------------------------------------------------
Anoosheh Bostani Chief Financial Officer c/o AEMFBE
25129 Rye Canyon Loop
Valencia, CA 91355
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The directors of AEMFBE are appointed by the members of AEMFBE, who are
Mr. Mann, Carla Mann, Brian Mann, Howard Mann and Claude Mann, Mr. Mann's
spouse.
Mr. Mann has the right to acquire 180,729 of the shares underlying the
Options. The Options are comprised of the following:
- Option granted on February 26, 2002 to purchase 34,305 shares of
the Issuer's common stock for an exercise price of $25.23 per
share. As of August 15, 2005, Mr. Mann had the right to acquire
25,729 shares pursuant to such Option. As of January 1, 2006,
Mr. Mann had the right to acquire the remaining shares
underlying such Option;
- Option granted on February 26, 2002 to purchase 133,333 shares
of the Issuer's common stock for an exercise price of $25.23 per
share. As of August 15, 2005, Mr. Mann had the right to acquire
100,000 shares pursuant to such Option. As of January 1, 2006,
Mr. Mann had the right to acquire the remaining shares
underlying such Option;
- Option granted on April 30, 2002 to purchase 73,333 shares of
the Issuer's common stock for an exercise price of $25.23 per
share. As of August 15, 2005 and as of the date hereof, Mr. Mann
had the right to acquire 55,000 shares pursuant to such Option.
Mr. Mann will have the right to acquire the remaining shares
underlying such Option on April 30, 2006; and
- Option granted on January 31, 2005 under the Issuer's 2004
Equity Incentive Plan to purchase 100,000 shares of the Issuer's
common stock for an exercise price of $13.39 per share. As of
August 15, 2005 and as of the date hereof, Mr. Mann does not
have the right to acquire any shares pursuant to such Option.
Such Option vests, and Mr. Mann will have the right to acquire
the shares underlying such Option, in four equal installments of
25,000 shares on January 31, 2006, 2007, 2008 and 2009.
Although the rules and regulations promulgated by the SEC in connection
with Section 13 of the Act do not require a reporting person to report shares
that such reporting person does not have the right to acquire within 60 days of
the applicable report, Mr. Mann is voluntarily reporting all shares underlying
the Options as beneficially owned by Mr. Mann on this Schedule 13D.
Page 13 of 17 Pages
Alfred E. Mann Living Trust
The Trust is the beneficial owner of 26,122,695 shares of the Issuer, or
52.0% of the outstanding shares of the Issuer's common stock as of August 15,
2005. The foregoing is comprised of the following:
- 17,980,598 shares of the Issuer's common stock held by the
Trust, as to which shares the Trust shares voting and
dispositive power with Mr. Mann, the trustee of the Trust;
- 1,388,993 shares of the Issuer's common stock issuable upon
exercise of a warrant (the "TRUST WARRANT") acquired by the
Trust in connection with the Private Placement, as to which
shares the Trust shares voting and dispositive power with Mr.
Mann, the trustee of the Trust;
- 4,347,077 shares of the Issuer's common stock held or acquirable
by Biomed, as to which shares the Trust, as managing member of
Biomed, shares voting and dispositive power with (i) Biomed, (i)
Minimed Infusion, in its capacity as a managing member of
Biomed, and (iii) indirectly with Mr. Mann through his control
of the Trust and Minimed Infusion (see below for a detailed
description of the shares beneficially owned by Biomed); and
- 2,406,027 shares of the Issuer's common stock held by Biomed II,
as to which shares the Trust, as managing member of Biomed II,
shares voting and dispositive power with (i) Biomed II, (ii)
Minimed Infusion, in its capacity as a managing member of Biomed
II, and (iii) indirectly with Mr. Mann through his control of
the Trust and Minimed Infusion.
The Trust Warrant is exercisable by the Trust beginning on February 2,
2006. Although the rules and regulations promulgated by the SEC in connection
with Section 13 of the Act do not require a reporting person to report shares
that such reporting person does not have the right to acquire within 60 days of
the applicable report, the Trust is voluntarily reporting all shares underlying
the Trust Warrant as beneficially owned by the Trust on this Schedule 13D.
Biomed Partners, LLC
As of August 15, 2005, Biomed is the beneficial owner of 4,347,077
shares of the Issuer, or 8.7% of the outstanding shares of the Issuer's common
stock. Biomed shares voting and dispositive power over these shares with the
Trust and Minimed Infusion, the managing members of Biomed, and indirectly with
Mr. Mann, through his control of the Trust and Minimed Infusion. The foregoing
shares include 321,098 shares of the Issuer's common stock that Biomed can
acquire upon exercise of a warrant acquired by Biomed in connection with the
Private Placement. This warrant is exercisable by Biomed beginning on February
2, 2006. Although the rules and regulations promulgated by the SEC in connection
with Section 13 of the Act do not require a reporting person to report shares
that such reporting person does not have the right to acquire within 60 days of
the applicable report, Biomed is voluntarily reporting all shares underlying
such warrant as beneficially owned by Biomed on this Schedule 13D.
Page 14 of 17 Pages
MiniMed Infusion, Inc.
MiniMed Infusion is the beneficial owner of 6,753,104 shares of the
Issuer, or 13.5% of the outstanding shares of the Issuer's common stock as of
August 15, 2005. The foregoing is comprised of the following:
- 4,347,077 shares of the Issuer's common stock held or acquirable
by Biomed, as to which shares Minimed Infusion, as managing
member of Biomed, shares voting and dispositive power with (i)
Biomed, (ii) the Trust, in its capacity as a managing member of
Biomed, and (iii) indirectly with Mr. Mann through his control
of the Trust and Minimed Infusion (see above for a detailed
description of the shares beneficially owned by Biomed); and
- 2,406,027 shares of the Issuer's common stock held by Biomed II,
as to which shares Minimed Infusion, as managing member of
Biomed II, shares voting and dispositive power with (i) Biomed
II, (ii) the Trust, in its capacity as a managing member of
Biomed II, and (iii) indirectly with Mr. Mann through his
control of the Trust and Minimed Infusion.
OTHER INFORMATION
Other than in connection with the Private Placement, no other
transactions in the Issuer's Common Stock have been effected by the persons
identified in this Item 5 in the past 6 months.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Mr. Mann has entered into stock option agreements setting forth the
terms of the Options. See Item 5 for further description of the terms of the
Options. The foregoing summary of the terms of the Options does not purport to
be complete and is qualified in its entirety by reference to the full text of
the option plan and option agreements, copies of which have been filed as
Exhibits B and C to this Schedule 13D and are incorporated herein by reference.
Mr. Mann is a party to that certain Registration Rights Agreement dated
as of October 15, 1998, which provides that Mr. Mann shall have the right to
cause the Issuer to register certain shares of the Issuer's common stock held by
Mr. Mann. The foregoing is a summary of the terms of the Registration Rights
Agreement, does not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement, a copy of which
has been filed as Exhibit D to this Schedule 13D and is incorporated herein by
reference.
The Trust and Biomed are parties to the Securities Purchase Agreement
dated as of August 2, 2005 with respect to the purchase of shares of the
Issuer's common stock and warrants to purchase shares of the Issuer's common
stock in the Private Placement. The Securities Purchase Agreement provides for
the issuance of the shares and warrants in the Private Placement, describes the
restrictions on the transfer of the shares, warrants and shares underlying the
Page 15 of 17 Pages
warrants and provides for the registration of the shares and the shares
underlying the warrants. See Item 4 for a description of the Private Placement.
The foregoing is a summary of the terms of the Securities Purchase Agreement,
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Securities Purchase Agreement, a copy of which has been
filed as Exhibit E to this Schedule 13D and is incorporated herein by reference.
The Reporting Persons have entered into a Joint Filing Agreement. See
Item 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement. (Filed herewith)
Exhibit B: Stock Option Agreements by and between Alfred E. Mann
and the Issuer. (Filed herewith)
Exhibit C: 2004 Equity Incentive Plan and Form of Stock Option
Agreement thereunder. (Incorporated by reference to the
Issuer's Registration Statement on Form S-1 (File No.
333-115020), filed with the SEC on April 30, 2004, as
amended.)
Exhibit D: Registration Rights Agreement made and entered into as
of October 15, 1998 by and among CTL ImmunoTherapies
Corp., Medical Research Group, LLC, McLean Watson
Advisory Inc. and Alfred E. Mann, as amended.
(Incorporated by reference to the Issuer's Registration
Statement on Form S-1 (File No. 333-115020), filed with
the SEC on April 30, 2004, as amended.)
Exhibit E: Securities Purchase Agreement, dated August 2, 2005,
by and among MannKind and the purchasers listed on
Exhibit A thereto. (Incorporated by reference to the
Issuer's Current Report on Form 8-K (File No. 000-50865),
filed with the SEC on August 5, 2005, as amended.)
Page 16 of 17 Pages
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the following Reporting Persons certifies that the information
set forth in this statement is true, complete and correct.
January 6, 2006
/s/ ALFRED E. MANN
-----------------------------------------
ALFRED E. MANN
ALFRED E. MANN LIVING TRUST
By: /s/ ALFRED E. MANN
--------------------------------------
Alfred E. Mann, Trustee
BIOMED PARTNERS, LLC
By: Minimed Infusion, Inc., its managing
member
By: /s/ ALFRED E. MANN
--------------------------------
Alfred E. Mann, President
By: Alfred E. Mann Living Trust,
its managing member
By: /s/ ALFRED E. MANN
--------------------------------
Alfred E. Mann, Trustee
MINIMED INFUSION, INC.
By: /s/ ALFRED E. MANN
-------------------------------------
Alfred E. Mann, President
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