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Post by lakon on Apr 18, 2016 12:03:36 GMT -5
When is the "record date of the proxy" for the upcoming vote to increase the number of authorized shares? That's the bull's eye...  |
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Post by mnholdem on Apr 18, 2016 12:35:15 GMT -5
When is the "record date of the proxy" for the upcoming vote to increase the number of authorized shares? That's the bull's eye... Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 21, 2016 will be entitled to vote at the Annual Meeting. On this record date, there were 428,856,175 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on March 21, 2016 your shares were registered directly in your name with MannKind’s transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy pursuant to the instructions set forth below to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on March 21, 2016 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.
Source: Preliminary Proxy Statement: www.sec.gov/Archives/edgar/data/899460/000119312516535893/d142610dpre14a.htm
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Post by matt on Apr 18, 2016 15:10:02 GMT -5
The item on outstanding shares is obviously what the lawyers refer to as a "scrivener's error". The number of shares outstanding is printed on the first page of every 10-Q and 10-K the last of which read:
"As of February 22, 2016, there were 428,850,858 shares of the registrant’s Common Stock outstanding."
Either the MNKD staff is working too hard and somebody made a silly mistake, or else the outside law firm has an associate unfamiliar with the client that is about to get a butt chewing. Drafting errors happen; that is why you can amend any SEC document after filing.
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Post by peppy on Apr 18, 2016 15:15:06 GMT -5
Huge volume in short term puts but long term calls. Somebody taking both sides but betting long term. This whole "unissued" error may well be a Freudian slip. Management thinks subconsciously company already went BK and there are no shareholders. Backs are against the wall. If Matt fails to raise SP by at least 10% tomorrow, no dilution possible. They will be forced to sell company at fire sale. If I was big short, I would be raising cash for tomorrow. Matt must have some great news or plans if telling everybody we plan on diluting, and in a big way when we do. there was a 6 million dollar straddle put in last expiry. |
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Post by gamblerjag on Apr 18, 2016 15:20:34 GMT -5
Lets not forget "EPIC".. Matt wouldn't have said that after his previous Embarrassment of Riches blunder that he retracted. There will be no fire sale!!!
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Post by factspls88 on Apr 18, 2016 15:59:31 GMT -5
Lets not forget "EPIC".. Matt wouldn't have said that after his previous Embarrassment of Riches blunder that he retracted. There will be no fire sale!!! Gambler, do you know when Matt used the word EPIC? I remember him saying it but I want to take a look at the context. I just read through the most recent earnings call and also the Investor CC on Feb. 3 and didn't see it, though I may have missed it. Thanks. |
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Post by peppy on Apr 18, 2016 16:41:33 GMT -5
Lets not forget "EPIC".. Matt wouldn't have said that after his previous Embarrassment of Riches blunder that he retracted. There will be no fire sale!!! Gambler, do you know when Matt used the word EPIC? I remember him saying it but I want to take a look at the context. I just read through the most recent earnings call and also the Investor CC on Feb. 3 and didn't see it, though I may have missed it. Thanks. A guess, the question and answer at the JPM conference. |
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Post by therealisaching on Apr 18, 2016 18:28:55 GMT -5
Gambler, do you know when Matt used the word EPIC? I remember him saying it but I want to take a look at the context. I just read through the most recent earnings call and also the Investor CC on Feb. 3 and didn't see it, though I may have missed it. Thanks. A guess, the question and answer at the JPM conference. It was at the RBC conference in Feb |
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Post by boytroy88 on Apr 18, 2016 22:59:15 GMT -5
I don't understand the part where it says they have 429M shares authorizes but uninssued. Then it says the offering is for 550M? I think you misread. 429M shares of common stock have already been issued.
In a nutshell, several years ago MannKind shareholders approved the authorization of 550M shares of common stock and 10M shares of preferred stock. Prior to and since then, approximately 429M total shares of common stock have been issued to shareholders, as referenced by the term "outstanding shares". The remainder of the 550M authorized shares sit in MannKind's treasury.
Therefore, MannKind currently has 121 million shares of common stock and 10 million shares of preferred stock in the treasury that it may issue to public or private parties in order to raise cash, although a portion of those shares are tied to an employee stock incentive plan.
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In addition MannKind has recently filed a proxy statement, for a vote by shareholders at the upcoming annual shareholders meeting, to increase the number of authorized shares of common stock to 750M.
So I didn't misread...they did have it wrong. |
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Post by mnholdem on Apr 19, 2016 7:25:07 GMT -5
Yes. I noted that, sent an email to MannKind and posted their reply...where have you been? (chuckle)
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Post by boytroy88 on Apr 19, 2016 9:07:47 GMT -5
Yes. I noted that, sent an email to MannKind and posted their reply...where have you been? (chuckle) Day job keeps me away...  |
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Post by lakon on Apr 19, 2016 12:18:43 GMT -5
Lets not forget "EPIC".. Matt wouldn't have said that after his previous Embarrassment of Riches blunder that he retracted. There will be no fire sale!!! I agree, but I want to point out that the embarrassment of riches was NOT retracted, but rather restated and clarified recently again. 'Lastly, the often-misquoted "embarrassment of riches" comment came from a discussion of potential drugs that could be used with Technosphere technology, i.e., future product opportunities for MannKind, and still stands.' mnkd.proboards.com/thread/5441/interesting-fb-posting#ixzz46IDbP7SAThe pipeline was around a dozen and counting before RLS and a lot more R&D candidates that get little mention. Surviving is epic. The rest is priceless. How apropos. I always liked The Gambler [KR]. |
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Post by mnholdem on Apr 25, 2016 6:59:03 GMT -5
The SEC usually doesn't take very long to issue either a Comments (changes needed) or a No Comment letter related to the filing of an S-3 registration statement. So we should be getting some kind of confirmation by MannKind something as early as this week.
An S-3 Registration is common referred to as a "shelf" registration. Even if market conditions are unfavorable for an offering today, a company can put various options "on the shelf" and take them "off the shelf" anytime during a 3-year period when market conditions become more favorable. An SEC-approved "universal" S-3 registration enables a company to offer a variety of debt or equity offerings whenever needed or advantageous. For those of us who are not experts, here is a better definition:
What is a Shelf Registration?
A shelf registration statement is a filing made by an SEC-reporting company with the Securities and Exchange
Commission (SEC) to register a public offering, usually where the company has no present intention to
immediately sell all of the securities being registered. It permits multiple offerings based on the same Form S-3
registration statement. A shelf registration can be used for sales of new securities by the company (called
“primary offerings”), resales of the company’s outstanding securities (called “secondary offerings”), or a
combination of both. When the company or a selling security holder offers securities registered on a shelf
registration statement, it allows the company to take securities “off the shelf” and offer them to the public on
a continuous or delayed basis (called a “takedown off the shelf”).
A company uses a “universal” shelf registration to register different types of securities that it might issue in
the future, such as common stock, preferred stock, or different kinds of debt securities. The universal shelf
registration registers only a total dollar amount of all of the different types of securities that may be offered,
and does not need to specify a dollar amount for each potential type of security. Under an effective universal
shelf registration statement, any of these securities can be taken “off the shelf” at any time and offered and
sold publicly without the company needing to file a new registration statement or undergo a new SEC review.
Common Uses for Shelf Registration
The types of permitted shelf offerings include:
• immediate, delayed and continuous offerings by a company, including “at-the-market” offerings by the company;
• resales by selling security holders;
• securities underlying options, warrants, rights and convertible securities; and
• offerings that commence promptly and are made on a continuous basis for more than 30 days.
What are the Benefits of a Shelf Registration?
An effective shelf registration statement enables a company to quickly access the capital markets when
needed, or when market conditions are optimal. The primary advantages of a shelf registration are timing and
certainty because takedowns from an effective shelf registration can be made without SEC staff review or
delay.
It also allows the flexibility to issue a variety of securities at different times or concurrently under a single
registration and through various types of offers and sales. Once effective, any of the securities registered may
be offered and sold at any time during the life of the shelf. Sales can be conducted through underwritten
offerings, direct sales to purchasers in negotiated sales or in competitively bid transactions, or sales through
agents or dealers.
Takedowns off the Shelf
Once a shelf registration has been declared effective, a company can take securities “off the shelf.”
Takedowns are described in a prospectus supplement. The prospectus supplement typically contains the
terms of an offering that are not provided in the base prospectus, and is delivered with the base prospectus to
investors.
The information contained in the prospectus supplement principally includes:
• The specific type of security being issued and the amount being offered; and
• The specific terms of the sale of the security.
When a specific offering is planned, a prospectus supplement that describes the terms of the offering normally
must be filed with the SEC under Rule 424(b) within two days of the supplement’s first use or the
determination of the offering price, whichever is earlier.
Time Limit for Shelf Offering
The shelf registration will remain effective for up to three years. After the three-year period, the company
must file a new shelf registration statement, if needed. However, it can carry over any unsold securities, and
the related portion of SEC fees, from the old registration to the new registration. After filing a new shelf
registration statement, the company can continue to sell securities under the old registration statement for up
to six months or until the new registration statement is effective (whichever is earlier).
Source: www.gtlaw.com/portalresource/shelftakedowns
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Post by mnholdem on Apr 28, 2016 8:43:47 GMT -5
FYI: Yesterday, MannKind filed a Notice of Effectiveness for the S-3 Registration. This means that the SEC must have notified MannKind that they have issued a "No Comments Letter" to MannKind Corporation, giving them the green light to proceed with the registration. With Wednesday's SEC filing, MannKind's universal shelf registration became effective 28-April-2016 and it's good for a period of three years.
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CEO Matt Pfeffer mentioned, during the investors call on Tuesday, that because of changes in MNKD share price, their SEC requirements have also changed under what is commonly referred to as the "Wicks Law - 2005". Here is a brief description of how the law affects certain issuers:
Categories of Issuers –
Exactly how the new rules affect an issuer depends on the type of issuer, the issuer's reporting history, and the issuer's worldwide market capitalization or amount of previously registered non-convertible securities.
The rules create four categories of issuers that are based on these and certain other eligibility criteria. “Well-known seasoned issuers” (WKSIs) represent roughly the largest 30% of public companies. Issuers that are not as large or widely followed but have a reporting history with the Commission and meet certain other eligibility requirements are categorized as “seasoned issuers.” All other issuers are either “unseasoned issuers” or “non-reporting issuers.”
Whether a company is a domestic or foreign registrant is irrelevant for purposes of determining its category.
Registration Statements –
The new rules are intended to modernize the shelf registration process. Shelf registrations (Forms S-3 and F-3) need not be limited to securities that the issuer plans to offer in the next two years and may be kept in place for three years. WKSIs (colloquially referred to as “wick- zees”) are permitted to file automatic shelf registration statements that become effective without SEC staff review.
For issuers not eligible to file a shelf registration statement, the new rules allow most issuers that have filed at least one annual report to incorporate previously filed information into Forms S-1 and F-1. This streamlining led the Commission to eliminate Forms S-2 and F-2.
Annual and Quarterly Reports –
The new rules require that issuers disclose risk factors in their annual reports on Form 10-K and update those disclosures in their quarterly reports on Form 10-Q. Foreign registrants filing on Form 20-F are already required to disclose risk factors in their annual reports; small business issuers are not required to disclose risk factors.
WKSIs (both foreign and domestic) and accelerated filers are also required to disclose SEC staff comments that are material, unresolved, and over 180 days old at the date of filing the Form 10-K (Form 20-F for foreign issuers).
Companies that voluntarily file annual and quarterly reports with the SEC are required to check a box on the cover page of their periodic reports that indicates that the report is for informational purposes only and that the company could cease to file with the SEC “at any time and for any reason without notice.”
Communications and Liability –
The rules ease communications around the time of registered offerings by liberalizing the “gun jumping” rules. WKSIs are permitted to communicate with investors at any time. Reporting issuers are also permitted to publish regularly released factual business and forward-looking information at any time.
Many issuers will be eligible to use a new type of communication, called a “free writing prospectus,” to make offers to sell securities once a registration statement has been filed. A pre-recorded electronic road show is a free writing prospectus. Because a free writing prospectus is not required to be filed, it is not subject to liability under Section 11 of the Securities Act but is subject to liability under the antifraud provisions of the securities laws. (Separate rules apply to electronic road shows used to market an initial public offering.) Prospectus supplements filed after the initial effective date of a registration statement are subject to Section 11 liability. A takedown off a shelf registration establishes a new liability effective date for issuers and underwriters but not for experts (e.g., auditors), directors, and signing officers. However, if an expert (such as an auditor) provides a new opinion in a periodic report that would require a consent, there is a new liability effective date for that expert.
Source: www.accountingresearchmanager.com/armmenu.nsf/vwHTML/9D6C5015B1CEF92585257060005454AA/$file/SECoffReform.pdf
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Post by matt on Apr 28, 2016 9:49:12 GMT -5
Note that there are two barriers to selling new shares. The first is an effective SEC registration statement and that amount is stated in dollars, partially because the SEC charges a registration fee based on the dollar amount issued. Since nobody knows what the shares will sell for until the day they are sold, this is an estimated amount for the sole purpose for calculating the registration fee. MNKD can sell shares for more or less than the $500 million stated on the face of the S-3, or issue no shares at all. The other hurdle is the number of authorized shares and that is a matter of state law. Corporations are created under state law and so they are regulated by the secretaries of state; sale of securities to investors and orderly management of the financial markets is the regulatory business of the SEC; the company must keep both regulators happy.
If you do the math, MNKD has approximately 429 million shares issued, a further 40 million authorized shares which would issue upon bond conversion, warrant exercise, option exercise, or otherwise restricted (and therefore unusable for any other purpose). So, of the 550 million presently authorized shares, only 80 million or so are issuable under the S-3. This number will increase to 215 million if the proxy proposals are passed (80 million already authorized plus 150 million new shares minus 15 million new shares reserved for employee plans). That also gives you the bounds on possible dilution. Any new sales will likely involve some warrant coverage, both to the investment bank and the purchaser of the shares, and that will reduce the 215 million issuable because the company will have to reserve some shares for possible warrant exercise. If warrant coverage is one warrant for one share, the company can only issue about 100 million shares. If the warrant coverage is one warrant for each two shares, the maximum that can be issued is 140 million shares (excuse a bit of rounding), and the actual proceeds will only be 93% of the gross amount since an investment bank will take 7% in fees for the offering. The alternative is the ATM facility which only costs 3% and no warrants, but ATM sales tend to depress market prices any time they are used.
The point is that the $500 million S-3 does not give the company the ability to raise $500 million in fresh equity unless there are enough shares available. At current prices, even assuming the shareholder proposals are passed, the authorized share limit will be reached well before the $500 million amount on the face of the S-3 is achieved. Naturally, if the price rises on good news to $5 per share or more then the calculations all change, but for now the shares are the limiting factor. |
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