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Post by peppy on Apr 10, 2017 6:34:00 GMT -5
From the "Form 10-Q, For the quarterly period ended June 30, 2014"
From "INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION"
Change of Control Agreements
We have entered into change of control agreements with Messrs. Edstrom and Pfeffer, and Drs. Martens and Thomson. Each agreement is for a period of two years and will be automatically renewed for additional one-year periods unless either party gives notice to terminate the agreement at least 90 days prior to the end of its initial term or any subsequent term.
Under the agreements, a change of control will be deemed to occur upon:
• any transaction that results in a person or group acquiring beneficial ownership of 50% or more of our voting stock, other than us, one of our employee benefit plans, Mr. Mann or any other entity in which Mr. Mann holds a majority of the beneficial interests;
• any merger, consolidation or reorganization of us in which our stockholders immediately prior to the transaction hold less than 50% of the voting power of the surviving entity following the transaction, subject to certain limitations;
• any transaction in which we sell all or substantially all of our assets, subject to certain limitations;
• our liquidation; or
• any reorganization of our Board of Directors in which our incumbent directors (as defined in the agreements) cease for any reason to constitute a majority of the members of our Board.
Read more: mnkd.proboards.com/thread/2190/change-control-agreements-bo-opportunities#ixzz4dgQvmcps I forsee a share swap "one-to-one" of the 95.78M $MNKD shares with $AMGN, if Afrezza launch turns out to be successful what I strongly believe it will be I like your vision. Night vision?
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Post by sportsrancho on Apr 10, 2017 8:41:22 GMT -5
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Post by peppy on Apr 10, 2017 8:52:37 GMT -5
the market/MNKD does not seem to be taking the "________" well.
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Post by fanz8967 on Apr 10, 2017 10:51:08 GMT -5
I forsee a share swap "one-to-one" of the 95.78M $MNKD shares with $AMGN, if Afrezza launch turns out to be successful what I strongly believe it will be I like your vision. Night vision? I'll take a 10 for 1. 10 MNKD for 1 AMGN, like they were saying on StockTwits.
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Post by fanz8967 on Apr 10, 2017 10:57:04 GMT -5
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Post by madog365 on Apr 10, 2017 11:12:22 GMT -5
There is a chance that the Mann Group /Trust is looking to divest it's stake in MNKD. Apparently as of today they have completely divested out of EYES - the other Al Mann founded company. This was disclosed in an 8K filed today for EYES. "Effective April 7, 2017, the Alfred E. Mann Living Trust (“Mann Trust”) sold an aggregate of 6,644,991 shares of Second Sight (“Company”) common stock and warrants to purchase an additional 360,000 shares of common stock to a group of individual private investors. Gregg G. Williams, who is a member of the Company’s Board of Directors and the Company’s largest shareholder, acquired 4,000,000 of these shares and 216,705 of these warrants through the Gregg G. Williams 2006 Trust, of which Mr. Williams is the sole trustee. The Company believes that the securities sold in this transaction represent the Mann Trust’s total remaining holdings of the Company’s securities as of the transaction’s effective date.
The Mann Trust was established by Alfred E. Mann, the Company’s late co-founder and Chairman. Mr. Williams’s father, Sam Williams, was also a co-founder of the Company.
As a result of this transaction Mr. Williams may be deemed to be the beneficial owner of 19,367,848 shares of the Company’s common stock, or 34% of the Company’s outstanding common shares. Included in these holdings are 6,802,721 shares of common stock that Mr. Williams acquired in the Company’s rights offering that closed on March 14, 2017. In addition to these shares, Mr. Williams owns warrants to purchase 7,474,347 shares of the Company’s common stock, including (i) 6,802,721 warrants exercisable at $1.47 per share acquired by Mr. Williams in the recent rights offering, (ii) 214,921 warrants, exercisable at $5.00 per share, that were acquired in or around July 2012, (iii) 240,000 warrants exercisable at $5.00 per share, that were acquired in or about February 2013, and (iv) 216,705 warrants, exercisable at $5.00 per share, acquired from the Mann Trust as of April 7, 2017."
From the latest MNKD 10-K regarding Mann Group: "We have been informed by the trustees for the Mann Affiliated Entities that the trustees may seek to dispose of some or all of the shares beneficially owned by the Mann Affiliated Entities, pursuant to distributions to trust beneficiaries, one or more trading plans under Rule 10b5-1 of the Exchange Act or otherwise. Any sales or other disposition of our common stock by the Mann Affiliated Entities, or the perception that such sales may occur, including the entry into any such trading plans, could have a material adverse effect on the trading price of our common stock and could make it more difficult for us to raise capital through the sale of our common stock or securities convertible into or exercisable for our common stock, which could have a material adverse effect on our business and financial condition."
MNKD management is protecting itself via the latest change of control filing. If true i hope for a more active majority owner in the future.
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Post by markado on Apr 10, 2017 11:22:56 GMT -5
What happens to the stock price, if the Mann Trust has a willing buyer for its stake at a price higher than the current pps? And, please don't dismiss the thought out of hand, because, it's an efficient way for them to exit, potentially more whole than at present, and for another to enter with a major block/control at a specific price. Just curious - would the market pps then jump to match the offered price of the buyer of the trusts shares?
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Post by cjm18 on Apr 10, 2017 11:57:04 GMT -5
Eyes stock is at all time low. I don't see Mann group divestment as bullish. I would be happy if someone could convince me otherwise.
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Post by mnkdfann on Apr 10, 2017 12:00:17 GMT -5
What happens to the stock price, if the Mann Trust has a willing buyer for its stake at a price higher than the current pps? And, please don't dismiss the thought out of hand, because, it's an efficient way for them to exit, potentially more whole than at present, and for another to enter with a major block/control at a specific price. Just curious - would the market pps then jump to match the offered price of the buyer of the trusts shares? It might jump for a short period, but if no one else wants to pay the high price it would drop again soon. And the private buyer would feel like a sucker. Personally, I think it is just as (if not more) likely that a private buyer would offer less than the current pps, not more. I don't see Mann Trust bargaining from a position of strength, that's the problem.
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Post by boca1girl on Apr 10, 2017 13:55:47 GMT -5
Maybe just wishful thinking, but could the Mann Group (Trust) be raising funds to offer additional funds to MNKD if necessary?
If the Trust is just selling out, then I would be surprised if they could get any buyer to pay much more than current pps at the time the transaction is executed.
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Post by Deleted on Apr 10, 2017 13:58:17 GMT -5
No one thinks the cause in decline in price has been the trust selling?
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Post by dreamboatcruise on Apr 10, 2017 14:04:01 GMT -5
What happens to the stock price, if the Mann Trust has a willing buyer for its stake at a price higher than the current pps? And, please don't dismiss the thought out of hand, because, it's an efficient way for them to exit, potentially more whole than at present, and for another to enter with a major block/control at a specific price. Just curious - would the market pps then jump to match the offered price of the buyer of the trusts shares? Send your question to Google, since we all know that is who is buying MNKD
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Post by anderson on Apr 10, 2017 17:51:50 GMT -5
Maybe just wishful thinking, but could the Mann Group (Trust) be raising funds to offer additional funds to MNKD if necessary? If the Trust is just selling out, then I would be surprised if they could get any buyer to pay much more than current pps at the time the transaction is executed. Selling EYES looks like it only raised 7.7 million. Maybe they are going put all their eggs in one basket and buy MNKD shares. More likely they have to many obligations and not enough cash so they might be selling MNKD shares next. Hence the golden parachutes just in case someone tries to take over.
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Post by falconquest on Apr 10, 2017 18:42:58 GMT -5
One thing is for certain, things are getting interestinger and interestinger!
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Post by surplusvalue on Apr 10, 2017 22:09:24 GMT -5
One thing is for certain, things are getting interestinger and interestinger! Way too much projection on these filings. The one thing that is certain is that I have a more than 95% loss (on paper at the moment) on my investment with the likelihood of little being recovered if any at all and from what I can gather I am in good company. Whatever possible changes these filings allude to or are in anticipation of they are clearly there to protect management. And what is also clear is that management has done little to protect retail shareholders. If they need to sacrifice existing shareholders again to save the company, like they did with the RS with nothing to support it, they will do it again without hesitation. Something to keep in mind.
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