8-K filing suppl to shelf-registration S3

[lakers]

Form 8-K for MANNKIND CORP

15-Dec-2015

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.
On December 15, 2015, MannKind Corporation filed a prospectus supplement to its effective shelf registration statement on Form S-3 (Registration No. 333- 206778) filed with the Securities and Exchange Commission. This Current Report is being filed solely for the purpose of filing the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares set forth in the prospectus supplement, which opinion is attached as Exhibit 5.1 hereto.



Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description

5.1 Opinion of Cooley LLP.

23.1 Consent of Cooley LLP (included in Exhibit 5.1).

[bradleysbest]

Pleas explain in "dummy" terms for me.... I am not the brightest bulb! Thx

[lakers]

investors.mannkindcorp.com/secfiling.cfm?filingID=1193125-15-403752&CIK=899460
Pg S-7

This prospectus supplement relates to the resale, in one or more offerings, of up to an aggregate of 159,303 shares of our common stock that we may issue upon exercise of warrants held by the selling stockholders. The table below provides information about the beneficial ownership of each selling stockholder as to:

• the number of shares that are currently, or potentially will be, beneficially held by the selling stockholder (assuming full exercise of the warrants);

• the maximum number of shares that may be offered by the selling stockholder under this prospectus supplement; and

• the number of shares to be beneficially held by the selling stockholder following the offering (assuming that the maximum number of shares that may be offered by the selling stockholder hereunder are so offered, and no other shares are beneficially acquired by the selling stockholder).

We cannot state with certainty the number of shares of our common stock that will be beneficially owned by the selling stockholders after completion of this offering because the selling stockholders may not fully exercise the warrants and may subsequently acquire beneficial ownership of other shares of our common stock. Our registration of these shares does not necessarily mean that the selling stockholders will dispose of any or all of the shares.

The information provided in the table below as to number of shares beneficially owned prior to the offering is based on information provided by the selling stockholders. The information provided below is as of December 1, 2015, as of which 428,661,136 shares of our common stock were outstanding.

Name and Address

Number of shares

beneficially

owned prior

to the offering

(1)(2) Number of

shares offered

hereby (1) Number of shares

beneficially owned

following the

offering (2)

Amnon Mandelbaum

c/o Sunrise Securities Corp.

630 Fifth Ave, 31st floor

New York, NY 10111

64,199 64,199 0

NLBDIT 2010 Services LLC (3)

175 Great Neck Rd., Ste. 403

Great Neck, NY 11021


34,569 34,569 0

S.H.N. Investments Ltd. (4)

8 Abba Even Blvd.

Hertzlyia Israel


60,535 60,535 0


(1) Represents shares of common stock issuable upon exercise of the warrants.

(2) Percentage of shares beneficially owned prior to and following the offering does not exceed 1%.

(3) Samir Masri, Manager of NLBDIT 2010 Services LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by or issuable to NLBDIT 2010 Services LLC.

(4) Each of Nir Shamir, Chief Executive Officer of S.H.N. Investments Ltd., and Hadar Sharmir, Chairman of S.H.N. Investments Ltd., may be deemed to have shared voting and dispositive power with respect to the shares held by or issuable to S.H.N. Investments Ltd.

[charlespk]

  Lakers,  thanks for the post , i had not looked at my e-mails yet , but could this is any form be considered further dilution?

Thanks in advance