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Post by rockstarrick on May 4, 2016 16:45:44 GMT -5
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Post by rockstarrick on May 4, 2016 16:47:43 GMT -5
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Post by james on May 4, 2016 16:57:13 GMT -5
This means that MNKD can sell shares (up to the lesser of $50M or 50M shares) at any time on the open market and without additional notification. We would only hear about the actual increase at the next quarterly report.
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Post by rockstarrick on May 4, 2016 16:58:07 GMT -5
Thanks James
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Post by smwill77 on May 4, 2016 17:09:20 GMT -5
I thought it was just a supplement to the original sec filing showing the report concensus from their auditing firm. Don't they still need to go through shareholder approval before they sell any of the additional shares?
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Post by capnbob on May 4, 2016 17:46:10 GMT -5
I thought it was just a supplement to the original sec filing showing the report concensus from their auditing firm. Don't they still need to go through shareholder approval before they sell any of the additional shares? With an ATM they can sell any number of shares at any price up to the limit specified in the agreement as long as they don't exceed the number of shares outstanding. They need no shareholder approval. |
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Post by mnholdem on May 4, 2016 18:00:12 GMT -5
Technically, shareholders already approved this years ago, raising the number of authorized shares to 550 million shares. There are currently more than 70 million of these shares of common stock plus 10 million shares of preferred stock in the corporate treasury, the current number of outstanding shares is less than 500 million shares.  |
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Post by smwill77 on May 4, 2016 18:08:18 GMT -5
Technically, shareholders already approved this years ago, raising the number of authorized shares to 550 million shares. There are currently more than 70 million of these shares of common stock plus 10 million shares of preferred stock in the corporate treasury, the current number of outstanding shares is less than 500 million shares. Got it, thanks for the clarification |
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Post by james on May 4, 2016 18:09:30 GMT -5
I thought it was just a supplement to the original sec filing showing the report concensus from their auditing firm. Don't they still need to go through shareholder approval before they sell any of the additional shares? Yes, I think this is true. MNKD had already filed an 8-K for the same ATM offering on April 26. And as mnholdem points out, the shares were available under the authorized share count, so the matter did not need to be referred to shareholders for approval. The important part here is that there is no further notice necessary (either now or at the time of execution) for the sale of these shares to proceed. Other sales may also occur, but there would be a filing required for any additional activity. |
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Post by kc on May 4, 2016 18:14:06 GMT -5
I thought it was just a supplement to the original sec filing showing the report concensus from their auditing firm. Don't they still need to go through shareholder approval before they sell any of the additional shares? With an ATM they can sell any number of shares at any price up to the limit specified in the agreement as long as they don't exceed the number of shares outstanding. They need no shareholder approval. I believe they also have the right if they want to sell the entire block to one party or Institution. |
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Post by seanismorris on May 4, 2016 18:16:30 GMT -5
550 Million not for long...we are voting to increase the share count. (>25% increase)
MANNKIND CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM 550 MILLION SHARES TO 700 MILLION SHARES.
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Post by rockstarrick on May 4, 2016 18:54:37 GMT -5
I thought it was just a supplement to the original sec filing showing the report concensus from their auditing firm. Don't they still need to go through shareholder approval before they sell any of the additional shares? Yes, I think this is true. MNKD had already filed an 8-K for the same ATM offering on April 26. And as mnholdem points out, the shares were available under the authorized share count, so the matter did not need to be referred to shareholders for approval. The important part here is that there is no further notice necessary (either now or at the time of execution) for the sale of these shares to proceed. Other sales may also occur, but there would be a filing required for any additional activity. As an investor that has absolutely zero knoweledge of these sec filings, I sure do appreciate people like James and Mn, who explain things like this in a way that even I can understand. Thanks again |
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Post by mnholdem on May 4, 2016 19:08:46 GMT -5
Thanks, Rock. It's also relevant that what amounts to MannKind's renewal of a universal shelf registration is that it's good for a period of three years. Dilution is not necessarily imminent. Matt has other options that I think he will clarify at the 1Q earnings call. I posted last week how CEO Pfeffer explained, during the investors call last Tuesday, that because of the lower MNKD share price, SEC requirements have also changed for the company under what is commonly referred to as the "Wicks Law - 2005". Here is the link to the description I posted of how the law affects certain issuers: Read more: mnkd.proboards.com/user/407/recent#ixzz47jd82SRk  |
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Post by daduke38 on May 5, 2016 7:21:02 GMT -5
Yes, I think this is true. MNKD had already filed an 8-K for the same ATM offering on April 26. And as mnholdem points out, the shares were available under the authorized share count, so the matter did not need to be referred to shareholders for approval. The important part here is that there is no further notice necessary (either now or at the time of execution) for the sale of these shares to proceed. Other sales may also occur, but there would be a filing required for any additional activity. As an investor that has absolutely zero knoweledge of these sec filings, I sure do appreciate people like James and Mn, who explain things like this in a way that even I can understand. Thanks again I agree with the appreciation! Nice to know I'm not the only one baffled by these Filings! :-) |
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Post by matt on May 5, 2016 7:37:32 GMT -5
There are actually three hurdles you have to jump through to sell shares:
1. There must be enough authorized, but unissued, shares. This is a state law requirement and increases must be approved by the shareholders.
2. The shares must be registered to be sold to normal investors. This is an SEC requirement under federal law.
3. If the shares issued in any six month period exceed 20% or more of the outstanding shares, then shareholders must approve the deal. This is a NASDAQ market requirement.
The SEC filing you see are to comply with item 2. The proxy for the annual meeting addresses item 1. At the moment, item 3 does not apply.
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