Having Trouble Understanding These Two Things

[agedhippie]

Aug 2, 2016 9:18:02 GMT -5 mango said:

So...MannKind Limited could have been dissolved and reformed into RLS then. Hypothetically speaking of course.

It doesn't work like that, if a Ltd company is dissolved that's the end. Mannkind Ltd has never traded so the only asset it holds is 1 GBP paid for the share.

For what I think you are talking about it's simply a matter of filing a new name (RLS) for the Ltd company - Matt is talking about moving the whole company across borders, I was talking about subsidiaries.

[anderson]

Mannkind seems to have 2 more shell companies that no one ever talks about.
www.sec.gov/Archives/edgar/data/899460/000119312514406347/d783199dex101.htm
TECHNOSPHERE INTERNATIONAL C.V., a Dutch limited partnership, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands (“TICV”),
MANNKIND NETHERLANDS B.V., a Dutch limited liability company, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands

[Deleted]

Aug 2, 2016 18:13:03 GMT -5 anderson said:

Mannkind seems to have 2 more shell companies that no one ever talks about.
www.sec.gov/Archives/edgar/data/899460/000119312514406347/d783199dex101.htm
TECHNOSPHERE INTERNATIONAL C.V., a Dutch limited partnership, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands (“TICV”),
MANNKIND NETHERLANDS B.V., a Dutch limited liability company, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands

Those are plastered all around on the Sanofi partnership agreements. Figured everyone knew about those. MannKind Limited on the other hand...I would love for someone to dig up an offical MannKind Corp document on that! What name is on those two? Let's post those papers and compare them to MannKind Limited. Should make for an interesting comparison. I wonder what the dates are on those two? I wonder why they were were used instead of MannKind Limited. 

[Deleted]

I wonder if MannKind Limited is the only one that was limited by shares? And had only one officer for over a decade. Then dissolved right before that officer left? Anyone want to do the honors?

[sayhey24]

I want to be able to understand this clearly so please, if you know, post factual information with sources.

Name: MANNKIND CORPORATION, RAYMOND URBANSKI
DBA: MANNKIND CORPORATION
Address: 1 CASPER ST LAB 208 DANBURY, CT 06810-6903
Credential: CSL.0001138
License Type: CONTROLLED SUBSTANCE LABORATORY
Effective Date: 02/22/2016
Expiration Date: 01/31/2017
Status: ACTIVE

First look at the effective date, that was around the time RLS was announced.  Second, here is the definition of a controlled substance www.dea.gov/druginfo/ds.shtml  I sure don't think insulin fits any where on those schedules.  Third, look at the location Lab 208.  That is not the afrezza manufacturing location.  HMMM, what could MNKD be doing with RLS which would have required this filing and why at the ASM did they mention the Valencia location is now being used again?   HMMM, what is more legal to do in CA than CT?   IMO, Technosphere solves the dosing issue GWPH has with the spray approach.  Technosphere also gets the drug into the deep lung for immediate absorption.

[Deleted]

Aug 4, 2016 18:35:22 GMT -5 sayhey24 said:

I want to be able to understand this clearly so please, if you know, post factual information with sources.

Name: MANNKIND CORPORATION, RAYMOND URBANSKI
DBA: MANNKIND CORPORATION
Address: 1 CASPER ST LAB 208 DANBURY, CT 06810-6903
Credential: CSL.0001138
License Type: CONTROLLED SUBSTANCE LABORATORY
Effective Date: 02/22/2016
Expiration Date: 01/31/2017
Status: ACTIVE

First look at the effective date, that was around the time RLS was announced.  Second, here is the definition of a controlled substance www.dea.gov/druginfo/ds.shtml  I sure don't think insulin fits any where on those schedules.  Third, look at the location Lab 208.  That is not the afrezza manufacturing location.  HMMM, what could MNKD be doing with RLS which would have required this filing and why at the ASM did they mention the Valencia location is now being used again?   HMMM, what is more legal to do in CA than CT?   IMO, Technosphere solves the dosing issue GWPH has with the spray approach.  Technosphere also gets the drug into the deep lung for immediate absorption. 

Someone finally spotted it! Also, CT is a medical marijuana state and also a hemp state.
—CT has an active hemp industry or has authorized research. Hemp is a distinct variety of the plant species cannabis sativa L. that contains minimal (less than 1%) amounts of tetrahydrocannabinol (THC), the primary psychoactive ingredient in marijuana.

norml.org/laws/item/connecticut-penalties

[matt]

Aug 2, 2016 19:12:26 GMT -5 mango said:

Aug 2, 2016 18:13:03 GMT -5 anderson said:

Mannkind seems to have 2 more shell companies that no one ever talks about.
www.sec.gov/Archives/edgar/data/899460/000119312514406347/d783199dex101.htm
TECHNOSPHERE INTERNATIONAL C.V., a Dutch limited partnership, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands (“TICV”),
MANNKIND NETHERLANDS B.V., a Dutch limited liability company, having a principal place of business at 1097 JB Amsterdam, Prins Bernhardplein 200, Netherlands

Those are plastered all around on the Sanofi partnership agreements. Figured everyone knew about those. MannKind Limited on the other hand...I would love for someone to dig up an offical MannKind Corp document on that! What name is on those two? Let's post those papers and compare them to MannKind Limited. Should make for an interesting comparison. I wonder what the dates are on those two? I wonder why they were were used instead of MannKind Limited. 

The reason to use Dutch structures is because they are far more flexible than UK structures. To fully understand the details you need to school yourself on the various tax treaty networks that exist, withholding rules within the EU, and use of Dutch partnerships to accommodate partners in countries without a bilateral treaty with the Dutch. Many companies have an EU holding company headquarters in the Netherlands that owns all the other EU legal entities because that is the most efficient way to move cash and payments for intangibles (like royalties) between companies under the same parent. The Dutch entity is then a direct subsidiary of the US parent or another US subsidiary.

Why the Netherlands? They have the most extensive tax treaty network of any country and as an EU member states there is zero withholding on remittances from member states.  Some counterparties will only sign contracts with EU entities (who wouldn't want to avoid California courts) and the Netherlands suits perfectly.  Their corporate code is almost identical to that of Delaware, and the Enterprise Chamber of the Amsterdam Circuit Court of Appeals is well respected as an independent, fair, and commercially oriented forum that can be relied on to make sensible rulings.

When you look at the legal structure of a multinational, you should not wonder why there are Dutch entities.  If you see a structure without Dutch entities, you should wonder about the quality of the legal advice.

[mnholdem]

That jives what I was once told by a company officer: "for tax reasons". As I recall, there may also be some Technosphere patents that are registered under those European subsidiaries of MannKind Corporation.

[sayhey24]

Aug 4, 2016 21:16:21 GMT -5 mango said:

Aug 4, 2016 18:35:22 GMT -5 sayhey24 said:

I want to be able to understand this clearly so please, if you know, post factual information with sources.

Name: MANNKIND CORPORATION, RAYMOND URBANSKI
DBA: MANNKIND CORPORATION
Address: 1 CASPER ST LAB 208 DANBURY, CT 06810-6903
Credential: CSL.0001138
License Type: CONTROLLED SUBSTANCE LABORATORY
Effective Date: 02/22/2016
Expiration Date: 01/31/2017
Status: ACTIVE

First look at the effective date, that was around the time RLS was announced.  Second, here is the definition of a controlled substance www.dea.gov/druginfo/ds.shtml  I sure don't think insulin fits any where on those schedules.  Third, look at the location Lab 208.  That is not the afrezza manufacturing location.  HMMM, what could MNKD be doing with RLS which would have required this filing and why at the ASM did they mention the Valencia location is now being used again?   HMMM, what is more legal to do in CA than CT?   IMO, Technosphere solves the dosing issue GWPH has with the spray approach.  Technosphere also gets the drug into the deep lung for immediate absorption. 

Someone finally spotted it! Also, CT is a medical marijuana state and also a hemp state.
—CT has an active hemp industry or has authorized research. Hemp is a distinct variety of the plant species cannabis sativa L. that contains minimal (less than 1%) amounts of tetrahydrocannabinol (THC), the primary psychoactive ingredient in marijuana.

norml.org/laws/item/connecticut-penalties

It very well may be that the DEA district in CA is much friendlier to CBD extraction.  To get the oil for a production facility would take boat loads of raw plant material which may be why Valencia proved better than CT.  Or, maybe the RLS backers wanted it closer to home.  Hopefully we will get some news in 4Q2016.

[Deleted]

Aug 5, 2016 18:45:42 GMT -5 sayhey24 said:

Aug 4, 2016 21:16:21 GMT -5 mango said:

Someone finally spotted it! Also, CT is a medical marijuana state and also a hemp state.
—CT has an active hemp industry or has authorized research. Hemp is a distinct variety of the plant species cannabis sativa L. that contains minimal (less than 1%) amounts of tetrahydrocannabinol (THC), the primary psychoactive ingredient in marijuana.

norml.org/laws/item/connecticut-penalties

It very well may be that the DEA district in CA is much friendlier to CBD extraction.  To get the oil for a production facility would take boat loads of raw plant material which may be why Valencia proved better than CT.  Or, maybe the RLS backers wanted it closer to home.  Hopefully we will get some news in 4Q2016.

The controlled substance lab is in CT.

[Deleted]

What does this mean?


• MannKind Limited
— Application filed to strike the company off the register September 27, 2015 (signed on September 3, 2015)
— MannKind Limited was dissolved on January 26, 2016


beta.companieshouse.gov.uk/officers/A8qynK9ax8vG5nEgKrtwIeaqyVM/appointments

•”The obligations of the Company under the Sanofi Loan Facility are guaranteed by the Company’s wholly-owned subsidiary, MannKind LLC, and are secured by a first priority security interest in certain insulin inventory located in the United States and any contractual rights and obligations pursuant to which the Company purchases or has purchased such insulin, and a second priority security interest in the Company’s assets that secure the Company’s obligations under the Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.7 million as of March 31, 2016.”

investors.mannkindcorp.com/secfiling.cfm?filingID=1193125-16-583791

[agedhippie]

Aug 8, 2016 19:45:41 GMT -5 mango said:

What does this mean?


• MannKind Limited
— Application filed to strike the company off the register September 27, 2015 (signed on September 3, 2015)
— MannKind Limited was dissolved on January 26, 2016


beta.companieshouse.gov.uk/officers/A8qynK9ax8vG5nEgKrtwIeaqyVM/appointments

•”The obligations of the Company under the Sanofi Loan Facility are guaranteed by the Company’s wholly-owned subsidiary, MannKind LLC, and are secured by a first priority security interest in certain insulin inventory located in the United States and any contractual rights and obligations pursuant to which the Company purchases or has purchased such insulin, and a second priority security interest in the Company’s assets that secure the Company’s obligations under the Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.7 million as of March 31, 2016.”

investors.mannkindcorp.com/secfiling.cfm?filingID=1193125-16-583791

For Mannkind Ltd the filing is the application to dissolve the company (strike it off the companies register). This takes time though as notice has to be published in the Gazette so creditors can object and the tax office can make sure you do not owe them money. Three months later the company is dissolved if nobody has objected. I don't see the limited company as a significant asset of the LLC so it would not impact the guarantee.

[Deleted]

Aug 9, 2016 7:52:44 GMT -5 agedhippie said:

Aug 8, 2016 19:45:41 GMT -5 mango said:

What does this mean?


• MannKind Limited
— Application filed to strike the company off the register September 27, 2015 (signed on September 3, 2015)
— MannKind Limited was dissolved on January 26, 2016


beta.companieshouse.gov.uk/officers/A8qynK9ax8vG5nEgKrtwIeaqyVM/appointments

•”The obligations of the Company under the Sanofi Loan Facility are guaranteed by the Company’s wholly-owned subsidiary, MannKind LLC, and are secured by a first priority security interest in certain insulin inventory located in the United States and any contractual rights and obligations pursuant to which the Company purchases or has purchased such insulin, and a second priority security interest in the Company’s assets that secure the Company’s obligations under the Facility Agreement, as amended. In addition, the Company granted to Sanofi, as additional security for the obligations under the Sanofi Loan Facility, a first priority mortgage on the Company’s facility in Valencia, California, which has a carrying value of $17.7 million as of March 31, 2016.”

investors.mannkindcorp.com/secfiling.cfm?filingID=1193125-16-583791

For Mannkind Ltd the filing is the application to dissolve the company (strike it off the companies register). This takes time though as notice has to be published in the Gazette so creditors can object and the tax office can make sure you do not owe them money. Three months later the company is dissolved if nobody has objected. I don't see the limited company as a significant asset of the LLC so it would not impact the guarantee.

Where is the MannKind LLC located?

[mango]

Aug 9, 2016 9:21:12 GMT -5 mango said:

Aug 9, 2016 7:52:44 GMT -5 agedhippie said:

For Mannkind Ltd the filing is the application to dissolve the company (strike it off the companies register). This takes time though as notice has to be published in the Gazette so creditors can object and the tax office can make sure you do not owe them money. Three months later the company is dissolved if nobody has objected. I don't see the limited company as a significant asset of the LLC so it would not impact the guarantee.

Where is the MannKind LLC located?

Interesting. New data shows it is located in the great country—USofA. 

• Let's Review:

—Timeline of events of MannKind Corp correlate with MannKind, LLC

—You do not need a physician to have controlled substances in a lab/to obtain a DEA license. The only example I will give is UM. 

—Epi is not a controlled substance

—Haken Edstrom, also referred to as, Edstrom Hakan, was the only person EVER involved with MannKind, LLC

—MannKind, LLC is stated within certain licensing and partnership agreements.

• This comes to mind:

"Sanofi has agreed to pay $925 million in total. But the remaining $775 million will be paid in several milestones, depending on the performance of Afrezza, between 2015 and 2025. Under the loan facility with Aventisub, MannKind’s obligations are guaranteed by its wholly-owned subsidiary MannKind LLC. The loan carries an annual interest rate of 8.5%.

—People wonder what Hakan Edstrom is doing on payroll. One can only wonder.  

—"Disguising" under a DBA as done for a reason. Yes, common. But in Biotech? Nope. 

[mango]

Aug 9, 2016 9:21:12 GMT -5 mango said:

Aug 9, 2016 7:52:44 GMT -5 agedhippie said:

For Mannkind Ltd the filing is the application to dissolve the company (strike it off the companies register). This takes time though as notice has to be published in the Gazette so creditors can object and the tax office can make sure you do not owe them money. Three months later the company is dissolved if nobody has objected. I don't see the limited company as a significant asset of the LLC so it would not impact the guarantee.

Where is the MannKind LLC located?

Interesting. New data shows it is located in the great country—USofA. 

• Let's Review:

—Timeline of events of MannKind Corp correlate with MannKind, LLC

—You do not need a physician to have controlled substances in a lab/to obtain a DEA license. The only example I will give is UM. 

—Epi is not a controlled substance

—Haken Edstrom, also referred to as, Edstrom Hakan, was the only person EVER involved with MannKind, LLC

—MannKind, LLC is stated within certain licensing and partnership agreements.

• This comes to mind:

"Sanofi has agreed to pay $925 million in total. But the remaining $775 million will be paid in several milestones, depending on the performance of Afrezza, between 2015 and 2025. Under the loan facility with Aventisub, MannKind’s obligations are guaranteed by its wholly-owned subsidiary MannKind LLC. The loan carries an annual interest rate of 8.5%.

—People wonder what Hakan Edstrom is doing on payroll. One can only wonder.  

—"Disguising" under a DBA is done for a reason. Yes, common. But in Biotech? Nope.