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Post by lennymnkd on Mar 31, 2023 6:56:55 GMT -5
Let me ask Proboards this …. How do you vote ( SHRS) not knowing what your voting them for 🤔
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Post by Clement on Mar 31, 2023 7:18:42 GMT -5
The following is page 22 of the PRE 14A. investors.mannkindcorp.com/node/18861/html#proposal2APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK MannKind’s Board of Directors is requesting stockholder approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of common stock from 400,000,000 shares to 800,000,000 shares. The form of amendment is attached to this proxy statement as Appendix A. The additional common stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding common stock of the Company. Although at present the Board of Directors has not approved any plans or proposals to issue any of the additional shares of the Company’s common stock that would become authorized for issuance if this proposal is approved, the Board of Directors desires to have the shares available to provide additional flexibility to use the Company’s common stock for financing and business purposes in the future. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of currently outstanding common stock of the Company, except for, with respect to the issuance of additional shares, effects incidental to increasing the number of shares of the Company’s common stock outstanding, such as dilution of the earnings per share and voting rights of current holders of common stock. If the amendment is adopted, it will become effective upon filing of a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. As of March 23, 2023, in addition to the 264,248,864 shares of common stock outstanding, the Board had reserved 83,954,732 of the remaining authorized and unissued shares of the Company for issuances under the Company’s equity compensation plans, upon the exercise of outstanding warrants, or upon the conversion of the Mann Group convertible note or 2024 convertible notes. Thus, as of March 23, 2023, the Company had only 51,796,404 unissued and unreserved authorized shares of common stock.Unless further stockholder approval is required for a proposed issuance of additional shares by the rules of Nasdaq or other applicable laws or regulations, the additional shares may be used for various purposes without further stockholder approval. These purposes may include: raising capital; providing equity incentives to employees, officers and directors; establishing strategic relationships with other companies; expanding the Company’s business or product lines through the acquisition of other businesses or products; and other purposes. The additional shares of common stock that would become available for issuance if the proposal is adopted could also be used by the Company to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board could strategically sell shares of common stock in a private transaction to purchasers who would oppose a takeover or favor the current Board. Although this proposal to increase the authorized common stock has been prompted by business and financial considerations and not by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at the Company), stockholders should be aware that approval of the proposal could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices. If this proposal is not approved by our stockholders, our financing alternatives will likely be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled scientific, commercial and managerial employees, and if this proposal is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities as the Board or the Compensation Committee thereof deems appropriate could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success. |
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Post by sayhey24 on Mar 31, 2023 7:28:21 GMT -5
Let me ask Proboards this …. How do you vote ( SHRS) not knowing what your voting them for 🤔 Lenny - you are voting on the weather and being prepared for some future event. We have no idea what that future event will be. Maybe fair weather, maybe a hurricane - who knows. At this time the sun is shining and MNKD is in the best position I have ever seen. I can't predict the weather but its always good to be prepared. |
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Post by sportsrancho on Mar 31, 2023 7:42:34 GMT -5
You might go back historically and see why they asked for shares before.
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Post by sayhey24 on Mar 31, 2023 8:14:08 GMT -5
You might go back historically and see why they asked for shares before. Yes but that was before Tyvaso DPI was paying the bills. If Mike is correct and afrezza is at least breakeven right now then the only money loser we have is V-Go. The question is how much investment do we want right now in the form of studies versus cash in the bank versus the potential for future dilution? Hey - if a TS GLP P3 study can produce a $1B product I am OK with a little dilution. If we have 400k share on the shelf that can stop a cheap takeover I am OK with that too. If Mike wants to go dumpster diving and buy a worthless company I am not OK with that. BTW - I was OK with the "Christmas Massacre", maybe one of the few. You never want to be in a desperate position of needing cash to pay the electric bill. |
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Post by stockwhisperer on Mar 31, 2023 8:16:55 GMT -5
Appears to be standard business preparedness. No problems or abuse in past years with authorized shares. Explained on page 22 of PRE 14A - “If this proposal is not approved by our stockholders, our financing alternatives will likely be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled scientific, commercial and managerial employees, and if this proposal is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities as the Board or the Compensation Committee thereof deems appropriate could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.”
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Post by BD on Mar 31, 2023 8:19:56 GMT -5
Seems the price action yesterday could be a bit of an indicator of sentiment about the auth. shares increase. As might be the price action today. I don't expect it to be bullish.
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Post by uvula on Mar 31, 2023 8:27:38 GMT -5
Let me ask Proboards this …. How do you vote ( SHRS) not knowing what your voting them for 🤔 Mathematically it probably doesn't matter how we vote. The board probably already knows they have enough votes for this to pass. |
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Post by lennymnkd on Mar 31, 2023 8:36:00 GMT -5
Let me ask Proboards this …. How do you vote ( SHRS) not knowing what your voting them for 🤔 Mathematically it probably doesn't matter how we vote. The board probably already knows they have enough votes for this to pass. |
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Post by stockwhisperer on Mar 31, 2023 8:39:23 GMT -5
Why predict future dilution on shares that will only be authorized and not issued. Have not seen dilution or abuse based on previous authorized shares or those issued. Page 22 of PRE 14A makes it clear as to what happens without approval. Most likely the financial institutions better understand that these requests are normal business operating procedures and will vote yes. IMO, MNKD is in better shape now than they have been for many years. Being prepared for the future is not a bad thing.
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Post by celo on Mar 31, 2023 8:46:36 GMT -5
They have been marginally prudent with shares up to this point. Haven't been bad or good. Maybe a little better than marginal due to locking in good price points for the debt to shares conversions.
Clofazimine will cost more than the cash they have on hand to get to market on their own.
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Post by stockwhisperer on Mar 31, 2023 8:47:30 GMT -5
It is a small company. Shorts & players take every opp to play and try to scare retail investors. Yes, it is certainly too bad some are so easily swayed and that those constantly trying to destroy MNKD and real shareholders can cause harm because of their foolishness. As always it is a moving target - one that many financial institutions seem to believe in, as do I.
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Post by cretin11 on Mar 31, 2023 8:50:28 GMT -5
uvula is correct, our votes aren’t needed for this to pass, and it 100% will pass.
”Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of currently outstanding common stock of the Company, except for, with respect to the issuance of additional shares, effects incidental to increasing the number of shares of the Company’s common stock outstanding, such as dilution”
“stockholders should be aware that approval of the proposal could facilitate future efforts by the Company to deter or prevent changes in control of the Company, including transactions in which the stockholders might otherwise receive a premium for their shares over then current market prices.”
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Post by prcgorman2 on Mar 31, 2023 8:56:52 GMT -5
Seems the price action yesterday could be a bit of an indicator of sentiment about the auth. shares increase. As might be the price action today. I don't expect it to be bullish. Checked a few minutes ago and MNKD was up .07. So doesn't seem to be much of a market reaction either way. |
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Post by sportsrancho on Mar 31, 2023 8:59:50 GMT -5
Seems the price action yesterday could be a bit of an indicator of sentiment about the auth. shares increase. As might be the price action today. I don't expect it to be bullish. Agree.. no way to even spin it as bullish. |
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