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Post by derek2 on Jul 3, 2017 7:39:24 GMT -5
The numbers filed today seem to be the same warrants issued by wainwright in April 2016. They sold Series A Warrants to Purchase 36,407,769 Shares of Common Stock Series B Warrants to Purchase 12,135,923 Shares of Common Stock after a 5/1 split the shares are exactly as described today. 7281553 and 2,427,184. Also the 1.50 is 7.50 accounts for the 5/1 Also the beginning of the s-1 states "This prospectus relates to the offer and sale by us of up to 7,281,553 shares of our common stock issuable from time to time upon exercise of Series A common stock purchase warrants, or the Series A warrants, and up to 2,427,184 shares of our common stock issuable from time to time upon exercise of Series B common stock purchase warrants, or the Series B warrants. The Series A warrants and Series B warrants are collectively referred to as the “warrants”. The warrants were issued by us on May 12, 2016 pursuant to a prospectus dated April 27, 2016 and a related prospectus supplement dated May 9, 2016. The warrants are exercisable at an exercise price of $7.50 per share at any time on or before May 12, 2018 for the Series A warrants and November 12, 2018 for the Series B warrants." Best interpretation so far. Thanks! |
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Post by akemp3000 on Jul 3, 2017 7:43:18 GMT -5
There seems to be SO many reasons to question the issuance of these warrants and why anyone would buy them with better alternatives seemingly already in place. It's interesting that this has so quickly followed some debt restructuring. Greenhill and Deerfield are not rookies. This leads me to think something is going to happen soon that will make sense of it all. At a minimum, the runway should be extended. The announcement also states:
"...In addition to our collaboration with Receptor Life Sciences, Inc., we are actively exploring other opportunities to out-license our proprietary Technosphere formulation and device technologies. We have also initiated development of certain products related to our Technosphere formulations that we will continue to develop if we are able to obtain the required funding".
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Post by matt on Jul 3, 2017 8:22:52 GMT -5
"The warrants were issued by us on May 12, 2016 pursuant to a prospectus dated April 27, 2016 and a related prospectus supplement dated May 9, 2016. The warrants are exercisable at an exercise price of $7.50 per share at any time on or before May 12, 2018 for the Series A warrants and November 12, 2018 for the Series B warrants." If that is the case then these warrants have already been registered (or they should have been by the earlier filed prospectus supplement) in which case this filing is just a clean up of past paperwork deficiencies. Since the shares are underwater by a significant degree these warrants will not generate any near term cash proceeds absent a major event. |
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Post by nadathing on Jul 3, 2017 8:27:04 GMT -5
The information is a bit confusing. Are the warrants selling for $7.50 each or is the exercise price $7.50? If the former, who in their right mind would buy a warrant for almost 6X the current share and if the latter, MNKD has a LOT of work to do if they expect at 6x increase in share price by the end of next year. This looks to be either a) inaccurate or b) poorly thought out. Must be inaccurate. When has MNKD ever poorly thought out anything  |
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Post by akemp3000 on Jul 3, 2017 8:31:02 GMT -5
"The warrants were issued by us on May 12, 2016 pursuant to a prospectus dated April 27, 2016 and a related prospectus supplement dated May 9, 2016. The warrants are exercisable at an exercise price of $7.50 per share at any time on or before May 12, 2018 for the Series A warrants and November 12, 2018 for the Series B warrants." If that is the case then these warrants have already been registered (or they should have been by the earlier filed prospectus supplement) in which case this filing is just a clean up of past paperwork deficiencies. Since the shares are underwater by a significant degree these warrants will not generate any near term cash proceeds absent a major event. ...and, if that is the case, it seems the S-1 form and announcement would not have even been required. |
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Post by agedhippie on Jul 3, 2017 8:36:15 GMT -5
It's housekeeping. It looks like they never properly registered the stock that would underpin the warrants they issued last year which is a compliance issue (and arguably a controls issue). This is just cleaning that up and has no real impact unless the warrants ever get exercised in which case things would have got messy.
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Post by therealisaching on Jul 3, 2017 8:42:44 GMT -5
I wonder if they needed to clarify that the full number of warrants could be exercised at $7.50 vs one fifth eligible to be exercised at 1.5
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Post by kbrion77 on Jul 3, 2017 8:44:40 GMT -5
They probably hired the new CFO and on his first day was like jesus guys this needs to be cleaned up.
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Post by hopingandwilling on Jul 3, 2017 8:54:59 GMT -5
Appears that today is the day for MNKD to bare their soul as for all the malfeasance that have allowed to happen with their legally required SEC filings----they just filed an amended Form 10-K/A for the annual report for 2016. Seems they failed to file the proper ownership reports for numerous individuals. Even the Mann Estate didn't file their disclosures. How can a responsible corporation over look something as basic as filing the information about the massive handout to insiders?
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Post by mnkdfann on Jul 3, 2017 9:00:49 GMT -5
Appears that today is the day for MNKD to bare their soul as for all the malfeasance that have allowed to happen with their legally required SEC filings----they just filed an amended Form 10-K/A for the annual report for 2016. Seems they failed to file the proper ownership reports for numerous individuals. Even the Mann Estate didn't file their disclosures. How can a responsible corporation over look something as basic as filing the information about the massive handout to insiders? And the same company that failed to publicly announce receipt of the Nasdaq Notice of Delisting Letter within four business days as required. That was classic. Paperwork filed timely? We don't need no stinkin' paperwork filed timely.  |
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Post by boytroy88 on Jul 3, 2017 9:10:21 GMT -5
Appears that today is the day for MNKD to bare their soul as for all the malfeasance that have allowed to happen with their legally required SEC filings----they just filed an amended Form 10-K/A for the annual report for 2016. Seems they failed to file the proper ownership reports for numerous individuals. Even the Mann Estate didn't file their disclosures. How can a responsible corporation over look something as basic as filing the information about the massive handout to insiders? And the same company that failed to publicly announce receipt of the Nasdaq Notice of Delisting Letter within four business days as required. That was classic. Paperwork filed timely? We don't need no stinkin' paperwork filed timely. Yup..and the current SP just dropped to -5+% from opening... |
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Post by babaoriley on Jul 3, 2017 10:12:30 GMT -5
I believe this is another in a series of non-events which hungry-for-news posters jump all over.
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Post by matt on Jul 3, 2017 10:40:52 GMT -5
Appears that today is the day for MNKD to bare their soul as for all the malfeasance that have allowed to happen with their legally required SEC filings----they just filed an amended Form 10-K/A for the annual report for 2016. Seems they failed to file the proper ownership reports for numerous individuals. Even the Mann Estate didn't file their disclosures. How can a responsible corporation over look something as basic as filing the information about the massive handout to insiders? Filing ownership reports is not the responsibility of the company; it is the responsibility of the individual. That said, a lot of companies handle that on behalf of their officers and directors to insure that it is all done timely and accurately, and because they have all the relevant records. However, they are required to make note of it in the 10-k if the company is aware that one or more reports have been missed, hence today's 10-K/A. The choice comes down to having reporting done by the CFO, who may have other things on their mind, or outsourcing it all to a law firm which isn't cheap and eats up scarce capital dollars. Given that the errors were not material, I am inclined to cut them a little slack. With limited dollars to spend I would rather they hire sales and marketing resources than compliance lawyers. |
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Post by oldfishtowner on Jul 3, 2017 11:33:25 GMT -5
It's housekeeping. It looks like they never properly registered the stock that would underpin the warrants they issued last year which is a compliance issue (and arguably a controls issue). This is just cleaning that up and has no real impact unless the warrants ever get exercised in which case things would have got messy. From the prospectus for the warrants: "The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise. If a registration statement registering the issuance of the shares of common stock underlying the warrants under the Securities Act is not then effective or available, and if a resale registration statement registering the resale of the shares of common stock underlying the warrants under the Securities Act is also not then effective or available, the holder may exercise the warrant through a cashless exercise, in whole or in part, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant. No fractional shares of common stock will be issued in connection with the exercise of a warrant. In lieu of fractional shares, we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share." I believe you can own non-registered shares of a company, but you limited in what you can do with them. Is that not so? The warrants were not registered, according to the prospectus. In any case it would not have been "messy" as there was a provision on how to handle that situation. Since the warrants were issued, the stock has not been at or above the exercise price of the Series A warrants. Nor has the PPS been at or above the exercise price of the Series B warrants since they have been exercisable (1 yr after issuance). Likely it dropped under the radar with so much going on that was of more immediate concern. The reason for the registration, it seems to me, is that in reviewing MNKD's capital structure, it was realized the the warrants would not generate cash if exercised because of the absence of a registration of the stock. Not an optimum situation considering MNDK's current need for cash. Still, this would be a moot point if there were not a possibility for the stock to exceed the exercise price of either the Series A or B warrants. It also has a bearing or how much cash must be raised in the near-term, if that cash raise and other expected events would raise the PPS to above 7.50 prior to the Series A warrants expiration on May 12, 2018. So is there a reasonable possibility of the PPS exceeding $7.50 by the end of 1Q18? |
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Post by babaoriley on Jul 3, 2017 12:04:20 GMT -5
Appears that today is the day for MNKD to bare their soul as for all the malfeasance that have allowed to happen with their legally required SEC filings----they just filed an amended Form 10-K/A for the annual report for 2016. Seems they failed to file the proper ownership reports for numerous individuals. Even the Mann Estate didn't file their disclosures. How can a responsible corporation over look something as basic as filing the information about the massive handout to insiders? Filing ownership reports is not the responsibility of the company; it is the responsibility of the individual. That said, a lot of companies handle that on behalf of their officers and directors to insure that it is all done timely and accurately, and because they have all the relevant records. However, they are required to make note of it in the 10-k if the company is aware that one or more reports have been missed, hence today's 10-K/A. The choice comes down to having reporting done by the CFO, who may have other things on their mind, or outsourcing it all to a law firm which isn't cheap and eats up scarce capital dollars. Given that the errors were not material, I am inclined to cut them a little slack. With limited dollars to spend I would rather they hire sales and marketing resources than compliance lawyers. "Given that the errors were not material, I am inclined to cut them a little slack. " Exactly. Read more: mnkd.proboards.com/thread/8142/warrants-issued?page=2#ixzz4lmz7M0Ik |
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