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Post by rockstarrick on Apr 11, 2016 5:47:22 GMT -5
Courtesy of Dereklinders,
Proxy Document is Out
The two items of interest:
"2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 550,000,000 to 700,000,000 shares;
3. To approve an amendment to MannKind’s 2013 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2013 Equity Incentive Plan by 15,000,000 shares;"
Just thought I would share.
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Post by fofos2000i on Apr 11, 2016 5:50:19 GMT -5
stocknewsflow.com/899460_000119312516535893_0001193125-16-535893ppp19PROPOSAL 2 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 550,000,000 shares to 700,000,000 shares. The form of amended and restated certificate of incorporation 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. 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 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 an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. In addition to the 429,138,685 shares of common stock outstanding on March 31, 2016, the Board has reserved 44,898,849 shares of common stock for issuance under our equity incentive plans. Of this number, 24,102,471 shares are reserved for issuance upon exercise of stock options that are currently outstanding, 3,946,007 shares are reserved for issuance upon vesting of outstanding restricted stock units and 8,193,554 shares are reserved for future issuances and grants made under our equity incentive plans and 2,752,703 reserved for future issuances under the employee stock purchase plan. In addition, the Board has reserved 5,744,811 shares of common stock which may be issued upon the conversion of our outstanding 5.75% senior convertible notes due 2018 and reserved 159,303 shares that may be issued upon the exercise of restricted warrants issued to Sunrise Securities for services provided. The Board of Directors currently has no other plans to issue the additional shares of common stock. The Board desires to have the shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future. 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. In addition, as described below in Proposal 3, we are seeking approval for an additional 15,000,000 shares of common stock to be reserved for future grants and issuances pursuant to the 2013 Plan. If our stockholders do not approve the proposal, the Company may not be able to access the capital markets, complete acquisition transactions, corporate collaborations or partnerships or attract, retain and motivate employees or pursue other business opportunities integral to its growth and success. 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. The affirmative vote of the holders of a majority of the outstanding shares of our common stock will be required to approve this amendment to the Company’s Amended and Restated Certificate of Incorporation. As a result, abstentions and broker non-votes will have the same effect as negative votes.
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Post by LosingMyBullishness on Apr 11, 2016 6:16:49 GMT -5
60 views and no comment? Is everyone speechless?
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Post by sportsrancho on Apr 11, 2016 6:17:55 GMT -5
60 views and no comment? Is everyone speechless? Insurance |
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Post by patten1962 on Apr 11, 2016 6:28:49 GMT -5
60 views and no comment? Is everyone speechless? Insurance So confused. It's up in pre market. |
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Post by tchalaa on Apr 11, 2016 6:33:28 GMT -5
"2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 550,000,000 to 700,000,000 shares;
3. To approve an amendment to MannKind’s 2013 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2013 Equity Incentive Plan by 15,000,000 shares;"
Noway, I vote for more forthcoming dilution without knowing our position in 6 months. Fellows by adding those 200mm we are saying goodbye to our long awaited short-squeeze, i.e we are fully and simply long-squeezed.
My Vote is "NO"
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Post by bioexec25 on Apr 11, 2016 6:41:49 GMT -5
60 views and no comment? Is everyone speechless? Insurance It's a subtlety of language but I wish they wouldn't say "no OTHER plans". Just say "no plans". No other plans can imply they do have plans to dilute. |
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Post by morfu on Apr 11, 2016 7:06:08 GMT -5
A potential 40% dilution of shares to solve the cash issue.. it will take me almost 9 month to get back to the same relative ownership of MNKD using only the interest money the shorts currently pay me and that after waiting for so many years!
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Post by esstan2001 on Apr 11, 2016 7:14:04 GMT -5
So confused. It's up in pre market. that would confirm what we know- the current price also reflects that the company needs money (maybe disproportionately so), and opening a path to it that decreases the odds of a bankruptcy is having some small positive effect on the share price. |
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Post by LosingMyBullishness on Apr 11, 2016 7:14:37 GMT -5
morfu, how do you get to 40%?
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Post by esstan2001 on Apr 11, 2016 7:18:22 GMT -5
"2. To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 550,000,000 to 700,000,000 shares; 3. To approve an amendment to MannKind’s 2013 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2013 Equity Incentive Plan by 15,000,000 shares;"
Noway, I vote for more forthcoming dilution without knowing our position in 6 months. Fellows by adding those 200mm we are saying goodbye to our long awaited short-squeeze, i.e we are fully and simply long-squeezed.
My Vote is "NO" given the position they are in, it is only prudent that they initiate this shareholder amendment ASAP, and it would probably be malfeasance if they did not from a financial standpoint. They do not have a lot of choices given where they are at, and if something better does pan out, then they do not have to access the markets and dilute. |
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Post by taylor810dn on Apr 11, 2016 7:57:46 GMT -5
60 views and no comment? Is everyone speechless? YES, after last week being one of the worst weeks we have had in some time, losing 30% (as if the big boys knew this was coming), and then this? As someone else has said, it could be looked at as just an insurance policy, but Matt has always preached no dilution, and then with his latest proclamation to be more transparent, these kinds of surprises just don't match what they have been preaching. |
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Post by coo2002coo on Apr 11, 2016 8:07:14 GMT -5
To approve an amendment to MannKind’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 550,000,000 to 700,000,000 shares;
More than enough to cover current short interest position. Maybe GS be appointed as the underwriter this time.
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Post by morfu on Apr 11, 2016 8:08:35 GMT -5
700mil / 500mil (I forgot about the 50mil from TASE  ) How do I increase m shares!? Right now I get about 4% of my share value as monthly interest for loaning out shares.. if that stays that way, it takes 1.04^x x=9months to make up for it ... of course I could always decide to shorten that time by using other funds if the share price drops lower.. All I am trying to say here, is that as a long I am not too afraid of the increase of shares... |
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Post by derek2 on Apr 11, 2016 8:32:48 GMT -5
Dilution (or the possibility of dilution) beats BK (or the possibility of BK) by a mile, so I'm okay with the increase to 700 M.
I'm not too happy that 10% of those shares will end up going to executives in the form of stock grants. It shows kind of a tin ear on the part of MNKD leadership.
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