MANNKIND CORP false 0000899460 0000899460 2023-03-21 2023-03-21

 

 

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): March 21, 2023

 

 

MannKind Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-50865   13-3607736
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (I.R.S. Employer
Identification Number)

1 Casper Street, Danbury, Connecticut 06810

(Address of Principal Executive Offices) (Zip Code)

(818) 661-5000

(Registrant’s telephone number, including area code)

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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

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

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On March 21, 2023, Lauren M. Sabella was appointed by the board of directors of MannKind Corporation (the “Company”) as Executive Vice President, Chief Operating Officer of the Company, with such appointment to be effective on March 27, 2023.

Prior to her appointment as Executive Vice President, Chief Operating Officer, Ms. Sabella, age 62, served as Principal at LS Consulting Group, a strategic advisory group providing consulting services to pharmaceutical and emerging biotech companies, from September 2022 until March 2023. From September 2021 until September 2022, Ms. Sabella served as Chief Operating Officer at Acorda Therapeutics, Inc. (“Acorda”). Ms. Sabella was previously Acorda’s Chief Commercial Officer from February 2015 to September 2021. Before that, from January 2010 to February 2015, she was Acorda’s Executive Vice President, Commercial Development. Prior to that, Ms. Sabella was the Founder and Principal of Tugboat Consulting Group, an independent consulting practice assisting companies in the commercialization process. Ms. Sabella also served as Corporate Officer and Vice President of Commercial Development at Altus Pharmaceuticals Inc. (“Altus”) from May 2006 to September 2008, with responsibility for all aspects of commercialization. Prior to joining Altus, Ms. Sabella was employed by Boehringer Ingelheim Pharmaceuticals for 18 years in positions of increasing responsibility, which included over ten years of marketing experience during which she led several product launches including Mobic, an NSAID that became a $1 billion brand. In her last role, she served as Vice President of Sales, Eastern Zone, where she led the sales launch of Spiriva and ran both Primary Care and Specialty Divisions, including Neurology, Urology and Cardio/Pulmonary. Ms. Sabella holds a B.B.A. from Hofstra University.

In connection with her appointment, the Company entered into an employment offer letter with Ms. Sabella that governs the current terms of her employment with the Company. The employment offer letter provides that Ms. Sabella will receive an annual base salary of $440,000 and will be eligible to receive an annual performance bonus with a target bonus percentage equal to 50% of her base salary. The employment offer letter also provides that the Company will grant Ms. Sabella an equity award of 210,000 restricted stock units, which will vest 25% on each of the first four anniversaries of the grant date, subject to continuing service. In addition, pursuant to a Change of Control Agreement in substantially the form filed with the Securities and Exchange Commission (“SEC”) on April 7, 2017 as Exhibit 99.1 to the Company’s Current Report on Form 8-K, if Ms. Sabella’s employment is subject to an involuntary termination within two years following a change in control, she will be entitled to receive continued payment of base salary for 18 months, payment of her group health insurance premiums for up to 18 months, a prorated annual performance bonus and full accelerated vesting of any unvested equity awards. Ms. Sabella may also be entitled to receive tax gross up payments in the event any payments made in connection with a change in control are subject to the excise taxes imposed by Sections 280G and 4999 of the Internal Revenue Code.

Ms. Sabella will also enter into an indemnity agreement with the Company in the form previously filed with the SEC as Exhibit 10.1 to the Company’s Registration Statement on Form S-1, originally filed with the SEC on April 30, 2004, as amended.

There are no family relationships between Ms. Sabella and any of the Company’s current or former directors or executive officers. Ms. Sabella is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933, as amended.

The foregoing summary of the employment offer letter with Ms. Sabella is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.

Item 7.01

Regulation FD Disclosure.

On March 27, 2023, the Company issued a press release announcing Ms. Sabella’s appointment as discussed in Item 5.02 herein. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety. The information in this Item 7.01 and the attached Exhibit 99.1 to this Current Report on Form 8-K is being furnished (not filed) pursuant to Item 7.01 of Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

   

Document

10.1    Offer Letter, dated March 21, 2023, by and between MannKind Corporation and Lauren M. Sabella.
99.1    Press Release of MannKind Corporation, dated March 27, 2023.
104    Cover Page Interactive Data File (embedded within the inline XBRL document).

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
Date: March 27, 2023     By:  

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

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

Exhibit 10.1

March 21, 2023

Lauren Sabella

Dear Lauren,

Congratulations! The MannKind team has been very impressed with your background and credentials, and we are genuinely pleased to offer you full-time employment with MannKind Corporation, in the exempt position of Executive Vice President, Chief Operating Officer. In this position, you will report directly to Michael Castagna, Chief Executive Officer. Your position will be based out of the Danbury, CT office.

We will target your employment to commence March 27, 2023. Please be advised that this offer is contingent upon satisfactory background checks and receipt of results of a satisfactory drug screening test, and execution of pre-hire documents set forth herein. In the coming days, you will receive an email with information regarding the test, contact and locate information for the laboratory as well as the hours of operation. This screening test must be completed no later than one week from the date of this letter.

You will be paid on a bi-weekly basis, on a regular payroll schedule, in the amount of $16,923.08 equating to an annualized amount of $440,000.00.

You will be eligible to participate in the MannKind Employee Bonus Plan, with a target bonus opportunity of 50% of annual earnings. Bonus awards will be based upon company-wide performance and your achievement of mutually agreed-upon milestones.

You will be eligible to participate in MannKind’s Equity Incentive Plan, under which stock options and / or restricted stock may be awarded to you at a future date, as approved by the Board of Directors. At the next quarterly Board meeting, we will recommend that you be granted an equity award of 210,000 Restricted Stock Units (time-based RSUs with four-year vesting) which is comparable to grants made for other individuals in similar level positions throughout the company. This is not a guarantee for a specific number of stock units, but is only intended to provide you with an understanding of grant guidelines for your position. If your start date is less than two weeks prior to the next quarterly Board meeting, the recommendation will be submitted in the following quarter. Grants will begin vesting based on your hire date.

We have a substantial list of fringe benefits, including the following: 20 days PTO annually, which accrues on a bi-weekly basis; short term and long-term disability insurance; company paid life insurance; a 401(k) tax sheltered savings program; flexible spending accounts; health, vision and dental insurance, and paid holidays. The holidays and other time off benefits will be prorated based on your date of hire. All benefits, policies and rules are subject to change from time to time at the Company’s discretion, in accordance with plan documents. All benefits outlined in this offer letter are contingent on your continuing employment with MannKind Corporation in a benefit eligible status. Most benefits begin the first of the month following date of hire.

After we receive your background results, you will receive a welcome email with a link to your personalized onboarding portal. Through this portal you will have access to most of the required MannKind policies and agreements that will require your signature prior to commencing employment, such as, the Employee Proprietary Information and Inventions Agreement, a Dispute Resolution Agreement, a Policy Against Insider Trading, Code of Business Conduct and Ethics, and

an Employee Acknowledgement Form, required after reading the MannKind Employee Sourcebook. Of course, the company may require additional policies or agreements to be signed and acknowledged in the future.

Employment at MannKind is at will, which means that either you or MannKind can end the employment relationship at any time, and for any reason or for no reason, with or without cause or notice. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written, and cannot be modified or amended except in writing by an officer of the company. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. This at-will employment relationship cannot be changed except in writing as approved by the Board of Directors of MannKind.

We appreciate the energy and enthusiasm you demonstrated during our interview and selection process and we look forward to a favorable response to our offer. We have many exciting challenges ahead and believe you can make a significant contribution to MannKind.

At your earliest convenience, please sign and date this letter by March 24, 2023 and return it to me to indicate your acceptance of this written offer of employment.

If you should have any questions, please don’t hesitate to contact me.

 

Sincerely,
/s/ Karen Anderson   3/21/2023
Karen Anderson, Head of Talent Acquisition

I have carefully read and understand all of the terms of the above letter and freely and voluntarily accept and agree to all of its terms. I represent that, in agreeing to this offer letter, I am not relying on any representations or promises of any kind other than set forth in this letter. I further represent that, as of the date hereof, I am not subject to any non-competition obligations owed to a former employer.

 

/s/ Lauren Sabella   3/21/2023
Lauren Sabella

Exhibit 99.1

 

LOGO       FOR IMMEDIATE RELEASE

LAUREN SABELLA JOINS MANNKIND AS EXECUTIVE

VICE PRESIDENT, CHIEF OPERATING OFFICER

DANBURY, Conn., March 27, 2023 (Globe Newswire) – MannKind Corporation (Nasdaq: MNKD), a company focused on the development and commercialization of inhaled therapeutic products and devices for patients with endocrine and orphan lung diseases, announced Lauren Sabella has joined the company as Executive Vice President, Chief Operating Officer, effective today. Sabella will report directly to Michael Castagna, PharmD, Chief Executive Officer, and serve on the company’s executive leadership team.

“Lauren is an inspirational leader, and we are delighted to welcome her to MannKind at a pivotal time,” said Dr. Castagna. “Lauren will be leading all our critical functions that operate in Danbury, focused on growing our endocrine business and preparing to launch our emerging pipeline in the orphan lung area.”

Sabella brings deep commercial, respiratory, and operational experience to MannKind with a career that has spanned small-cap to large-cap pharmaceutical companies. Prior to MannKind, she was at Acorda Therapeutics for 12 years. Her last role was Chief Operating Officer, where she had responsibility for overall business operations including quality, medical affairs, regulatory, technical operations, information technology, project management, and pharmaceutical development departments as well as the strategic planning function for the organization. Prior to that role, Sabella was Acorda’s Chief Commercial Officer and launched their flagship product Ampyra® for multiple sclerosis whose peak sales exceeded half a billion dollars. Earlier in her career, she was Vice President of Commercial Development at Altus Pharmaceuticals with responsibility for all aspects of commercialization. Sabella also spent 18 years at Boehringer Ingelheim Pharmaceuticals in positions of increasing responsibility, which included over 10 years of marketing experience and an impressive accomplishment of two product launches that surpassed $1 billion in sales. A graduate of Hofstra University, Sabella will be based in Danbury.

“I am honored and excited to be joining MannKind as it continues to scale and execute its plan to help people living with endocrine and orphan lung diseases,” said Sabella. “I am energized to work with this innovative team as we drive operational excellence in an action-driven environment.”

About MannKind

MannKind Corporation (Nasdaq: MNKD) focuses on the development and commercialization of innovative therapeutic products and devices to address serious unmet medical needs for those living with endocrine and orphan lung diseases.

We are committed to using our formulation capabilities and device engineering prowess to lessen the burden of diseases such as diabetes, pulmonary arterial hypertension (PAH) and nontuberculous mycobacterial (NTM) lung disease. Our signature technologies – dry-powder formulations and inhalation devices – offer rapid and convenient delivery of medicines to the deep lung where they can exert an effect locally or enter the systemic circulation.

With a passionate team of Mannitarians collaborating nationwide, we are on a mission to give people control of their health and the freedom to live life.

Please visit mannkindcorp.com to learn more, and follow us on LinkedIn, Facebook, Twitter or Instagram.

Forward-Looking Statements

This press release contains forward-looking statements about growth plans and potential product launches that involve risks and uncertainties. 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 the products we are commercializing may only achieve a limited degree of commercial success, the need for product candidates to undergo nonclinical and clinical testing and obtain regulatory approval prior to their sale and marketing, 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, 2022, 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.

MANNKIND is a registered trademark of MannKind Corporation.

# # #

For MannKind:

Christie Iacangelo, Corporate Communications

(818) 292-3500

Email: media@mannkindcorp.com

Rose Alinaya, Investor Relations

(818) 661-5000

Email: ir@mannkindcorp.com