Form S-8 MANNKIND CORP

[markado]

Aug 24, 2023 10:59:35 GMT -5 prcgorman2 said:

I'll avoid the temptation to also indulge in silly hyperbole and sarcastic mocking and just say I don't understand the additional 9% dilution Markado was referring to or the dilution that BD was referring to. I spent some time rummaging around in the 10Q but it's a lot and I don't have the time. Can someone please plainly and dispassionately describe the quantity of shares they think have been awarded (post earnings call)? Thanks in advance.

PRC, I can dial it down and handle this simply. Say you owned 100% of the 268M shares outstanding. You'd be the proud owner of $1.2B in Market Cap Value. Now, shares expand to 296M, but the $1.2M market cap doesn't change. So, now you own 268M/296M shares or 90.5% of the $1.2B. So, inclusive of the expansion, you now own $1.086B in market cap value and $114M of your ownership was given away. And, that dilution exists, as long as the shares outstanding remains 296M, regardless of market cap appreciation. Whether all 28M shares have been issued, they will be. It's virtually a fait a complit.

[radgray68]

Um, guys? This filing only increases the share count available for the employees incentive plan by 3 million shares.

25 million is from the 2016 program.

That’s less than 1% dilution and it still has to be earned a then vest over several years. AND, as learned in the annual meeting, if the share price doesn’t go up, they get nothing.

[prcgorman2]

Aug 24, 2023 12:05:33 GMT -5 radgray68 said:

Um, guys? This filing only increases the share count available for the employees incentive plan by 3 million shares.

25 million is from the 2016 program.

That’s less than 1% dilution and it still has to be earned a then vest over several years. AND, as learned in the annual meeting, if the share price doesn’t go up, they get nothing.

Now THAT is a plain and clear description of a nothing burger.  THANK YOU!!!

BD observed the Street didn't care, and now I know why.  Thank you again radgray68!

[markado]

Radgray, Section 3 of the revised incentive plan clearly indicates these are new/incremental shares as approved by the board in March 2023. I'm not certain where the 2016 dating comes from?

[radgray68]

Aug 24, 2023 12:54:29 GMT -5 markado said:

Radgray, Section 3 of the revised incentive plan clearly indicates these are new/incremental shares as approved by the board in March 2023. I'm not certain where the 2016 dating comes from?

Read exhibit 5.1 of the release.

Here’s some of it:
Carlos Ramirez
[phone]
[e-mail]
August 23, 2023
MannKind Corporation
1 Casper Street
Danbury, CT 06810

Re:
Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to MannKind Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 28,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), consisting of (i) up to 25,000,000 shares of the Company’s Common Stock issuable pursuant to the Company’s 2018 Equity Incentive Plan, as amended (the “Incentive Plan”) and (ii) up to 3,000,000 shares of the Company’s Common Stock issuable pursuant to the Company’s 2004 Employee Stock Purchase Plan, as amended (together with the Incentive Plan, the “Plans”)

Too many revisions to keep track of. That’s why accountants were invented. Here’s another part that confused me again:
3. SHARES SUBJECT TO THE PLAN.
(a) Share Reserve.
(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed (A) 50,729,678 shares (which number is the sum of (i) the number of shares (1,229,678) subject to the Prior Plans’ Available Reserve, (ii) an additional 12,000,000 shares approved by the shareholders in 2018, (iii) an additional 12,500,000 shares approved by the shareholders in 2020 and (iv) an additional 25,000,000 shares approved by the shareholders in 2023), plus (B) the Prior Plans’ Returning Shares, if any, which become available for grant under this Plan from time to time (such aggregate number of shares described in (A) and (B) above, the “Share Reserve”).

Total available after all revisions is 50.7 million shares.

So this registration is pretty specific with the 3 million
You’re right to be curious though, why the increase so soon after the 2023 increase of 25 million?
The truth is we are entering clinical trials on two more drugs very soon. This is on top of the 2 currently ongoing. We need to increase staff and we want the best we can entice.