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Post by joeypotsandpans on Nov 12, 2017 22:36:36 GMT -5
I am hoping mnkd management can promise not to use these shares to reward themselves. I intend to vote “yes”. Doing the opposite of that promise. Proxy material specifically states that it can be used for incentive stock options. "These purposes may include: raising capital; providing equity incentives to employees, officers and directors;" But I guess you can vote yes and hope they don't do it. That is an unrealistic hope in my opinion. If any significant amount of these shares is issued diluting management's holding, unlike you and I, they would almost certainly be made whole by providing additional incentive stock options... at least that seems to be common practice. Without being privy to the employment contracts for the sales positions I would have no problem with stock incentives as part of their structured compensation if it were tied to sales. If the sales reps/area managers feel confident about the product and its future having been in sales I would prefer that as opposed to flat salary with bonus...(think of the early day Microsoft employees who are young and retired . It serves as a way to temper cash burn while giving huge upside to those who believe in the product and company. It also is a great motivator and also a reason why a lot of companies offer or convert to ESOP plans, as well as for tax purposes. Most successful people in sales prefer compensation structured toward their success as opposed to salary, we would be better served having that type of sales force who are confident in their product and it's potential. For those that will respond that it is tough to sell something like Afrezza so what sales person would take that approach I would respond the same type individual that is still holding their stock that understands the science with the longer term view. Stock used for those purposes I would have no issue diluting with among many other reasons
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Post by madog365 on Nov 13, 2017 7:34:47 GMT -5
I think the votes in this thread show that the silent majority is very much behind the “new” Mannkind management and their long term vision. The shorts days are numbered and they should take notice. Madog, what, for the 43rd time? What’s your question?
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Post by myocat on Nov 13, 2017 13:10:38 GMT -5
Before I vote yes, I'd like to know how many shares will be issued and at what discount.
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Post by awesomo on Nov 13, 2017 14:30:33 GMT -5
Before I vote yes, I'd like to know how many shares will be issued and at what discount. These aren't shares issued, these are shares authorized. If approved, Mannkind management can issue none of these, or can issue all 140M. They can issue 20M in 2018, 30M in 2019, etc or they can issue 140M in 2018. They can issue at $1, or they can issue at $10. The point is, we don't know what they are going to do with these authorized shares, and at this point, even if they have a plan, the management team probably doesn't know for sure either. However, the authorized shares will give them the flexibility to use as they see fit and jump on potential opportunities quickly.
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Post by matt on Nov 13, 2017 15:24:45 GMT -5
Before I vote yes, I'd like to know how many shares will be issued and at what discount. The previous answer is correct. Once authorized, the shares can be issued at any time in such quantities and at such price as determined by the board. There is a NASDAQ marketplace rule that prevents more than 20% of the shares being issued at a discount during any six month period without explicit shareholder approval which somewhat limits issuances so long as the company trades on NASDAQ. ATM shares are sold at market, not at a discount, so those are limited only by the agreement with the underwriter (which is subject to amendment).
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Tinkerbell
Researcher
Watcher of the Skies
Posts: 143
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Post by Tinkerbell on Nov 13, 2017 16:16:30 GMT -5
For those of you who have any doubt regarding what you ought to vote (or not) come December 13th, read the link below and then go to clinicaltrials.gov and study the design of the CURRENT OPEN trials underway and understand the details and outcomes intended. Beyond providing salaries and bonuses, understand that the new shares will fund the Phase 4 program and Treprostinil. Perhaps, after you've reviewed the link (and reviewed all current open studies which includes one Phase 2), then you may have a better understanding of how the additional funds as requested by Mike and the Board will ALSO be USED. And NO, they aren't being requested for the sole purposes of rewarding employees. Mike is very milestone driven (as he should be) so if key company strategic milestones are met and are on time, frankly, I have zero problem rewarding employees for their focus and achievement because in the end that kind of activity is deserving of recognition. This is my perspective only. Those who plan to vote NO or ABSTAIN have every right to do so though you should be clear that your NO vote moves against the Phase 4 program and submission of the Treprostinil IND. It does that by 100%. In my view, you simply cannot give a new CEO who is as driven and milestone focused as Mike is, less than ONE YEAR to determine if his influence will produce the kind of results investors have waited years to see. The prior management was disasterous for Afrezza which is nothing like the current which has done a solid job on several fronts since May when Mike assumed the position. The share price is not at .69 post split is it. And no, scripts won't magically reflect all of these efforts until end of Q1 2018. More time IS required and the STAT study will be published and pushed out by then. It's a very important pilot study that will provide real-life data in the clinical setting (not in the controlled setting). Now at some point when investor paper losses are recoverd, then one can sell if they are tired of holding the investment but one should never belie the fact that they 1) decided to buy the stock when they did; 2) held onto is for as long as they did; 3) sold when they did. MannKind management had (and has) nothing to do with your decisions regarding their stock. We've each chosen our own brand of poison. As for me, I am waiting on the Phase 4 trials to report out so, YES, they have my vote in the affirmative for increasing shares as requested. Again my opinion only based on what I've seen to date re: management performance. Here's the link: www.ncbi.nlm.nih.gov/pmc/articles/PMC3493021/
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Post by myocat on Nov 13, 2017 16:49:54 GMT -5
Before I vote yes, I'd like to know how many shares will be issued and at what discount. The previous answer is correct. Once authorized, the shares can be issued at any time in such quantities and at such price as determined by the board. There is a NASDAQ marketplace rule that prevents more than 20% of the shares being issued at a discount during any six month period without explicit shareholder approval which somewhat limits issuances so long as the company trades on NASDAQ. ATM shares are sold at market, not at a discount, so those are limited only by the agreement with the underwriter (which is subject to amendment). This a blank check I am not willing to give.
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Post by dddupont on Nov 14, 2017 11:39:07 GMT -5
Correct me if I am wrong please, but the Alfred Mann Living Trust still owns about a 20% stake, not sure about the Mann Group LLC ownership, and Institutions currently own about 12%. I suspect these owners will go with the BOD recommendation, and 100% of these votes will be submitted. If the balance of the private owners (us) actually vote (unlikely), then it would require about 80% no votes to reject this proposal. I personally doubt we will get 100% of us to vote, so this proposal is VERY unlikely to be rejected.
I hold about 100K shares, and will vote yes.
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Post by joeypotsandpans on Nov 14, 2017 12:48:33 GMT -5
Correct me if I am wrong please, but the Alfred Mann Living Trust still owns about a 20% stake, not sure about the Mann Group LLC ownership, and Institutions currently own about 12%. I suspect these owners will go with the BOD recommendation, and 100% of these votes will be submitted. If the balance of the private owners (us) actually vote (unlikely), then it would require about 80% no votes to reject this proposal. I personally doubt we will get 100% of us to vote, so this proposal is VERY unlikely to be rejected. I hold about 100K shares, and will vote yes. Well we learned a lot about complacency a year ago when "the polls" and pundits assumed we would have the first female POTUS.....if everyone assumes that "its in the bag" and doesn't vote thinking the next shareholder will vote for me etc etc then the outcome is never a certainty. I voted yes because the alternative is not an option IMO as having this authorization of shares in place is akin to me like when Hank Paulson requested (pleaded on his knees to Nancy Pelosi) for congress to pass the bill with allowing for what he termed a "bazooka" to keep the global economy from going over the cliff into "the abyss". Those against the TARP to bail out because of the added cost to the deficit had their principles as well and understandably so but not sure where everything would have ended up at the time when the Lehman and Bear Stearns collapses where contained from spilling over to other big houses. So IMO, those that are against the authorizing of the additional shares based on principle should think of what might happen if those shares are not there when possibly needed for various strategic purposes and the company has to rush to maneuver in a more desperate manner/fashion. This will allow them to issue in possibly better timing situations via an ATM without having to be transparent to the short side. Much better to deal in strength than transparent desperation so hopefully complacency doesn't become an issue of surprise at the 12/13 vote
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Post by matt on Nov 14, 2017 13:05:01 GMT -5
The previous answer is correct. Once authorized, the shares can be issued at any time in such quantities and at such price as determined by the board. There is a NASDAQ marketplace rule that prevents more than 20% of the shares being issued at a discount during any six month period without explicit shareholder approval which somewhat limits issuances so long as the company trades on NASDAQ. ATM shares are sold at market, not at a discount, so those are limited only by the agreement with the underwriter (which is subject to amendment). This a blank check I am not willing to give. That is your choice of course, but consider that all such decisions are a trade-off between preventing dilution on terms you think are unacceptable and managements ability to pursue the strategies it has clearly articulated. Very little happens in this industry that does not cost money, and lots of it, and deep-pocketed partners are not exactly lined up outside the corporate offices; I am sure that tree has been shaken quite thoroughly at this point. Given that the alternative to passing the resolution is authorization of zero new shares, think carefully before you vote no.
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Post by dreamboatcruise on Nov 14, 2017 13:10:02 GMT -5
Correct me if I am wrong please, but the Alfred Mann Living Trust still owns about a 20% stake, not sure about the Mann Group LLC ownership, and Institutions currently own about 12%. I suspect these owners will go with the BOD recommendation, and 100% of these votes will be submitted. If the balance of the private owners (us) actually vote (unlikely), then it would require about 80% no votes to reject this proposal. I personally doubt we will get 100% of us to vote, so this proposal is VERY unlikely to be rejected. I hold about 100K shares, and will vote yes. Well we learned a lot about complacency a year ago when "the polls" and pundits assumed we would have the first female POTUS.....if everyone assumes that "its in the bag" and doesn't vote thinking the next shareholder will vote for me etc etc then the outcome is never a certainty. I voted yes because the alternative is not an option IMO as having this authorization of shares in place is akin to me like when Hank Paulson requested (pleaded on his knees to Nancy Pelosi) for congress to pass the bill with allowing for what he termed a "bazooka" to keep the global economy from going over the cliff into "the abyss". Those against the TARP to bail out because of the added cost to the deficit had their principles as well and understandably so but not sure where everything would have ended up at the time when the Lehman and Bear Stearns collapses where contained from spilling over to other big houses. So IMO, those that are against the authorizing of the additional shares based on principle should think of what might happen if those shares are not there when possibly needed for various strategic purposes and the company has to rush to maneuver in a more desperate manner/fashion. This will allow them to issue in possibly better timing situations via an ATM without having to be transparent to the short side. Much better to deal in strength than transparent desperation so hopefully complacency doesn't become an issue of surprise at the 12/13 vote Management has indeed set this up as a Hobson's choice with seemingly giving us only the options of accepting a near blank check on future dilution or sending MNKD over a cliff. I do not believe it is such. We have a good amount of cash and if they indeed still meet the guidance they just reiterated they will have a runway of quite a number of months... long enough to schedule another vote with less aggressive authorization of shares. Dealing with a systemic financial crisis hopefully is something distinguishable from prudent corporate governance. Most economists were worried that amount of money was too little if anything, and the large size of it actually helped stabilize markets. Whereas the size of this authorization has already helped send the share price down. It isn't stabilizing to have potential for 50% dilution as an overhang to share price for a company that has a long track record of devastating dilution (regardless of whether changes have been made within management). It will embolden shorts into the foreseeable future since they will assume that, as with the past, there will be a constant stream of these new shares coming onto the market allowing them opportunities to cover without fear of short squeeze. For those of us that believe 140M is too many I'd recommend not buying into the Hobson's choice scenario... vote NO.
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Post by silentknight on Nov 14, 2017 13:47:03 GMT -5
This a blank check I am not willing to give. That is your choice of course, but consider that all such decisions are a trade-off between preventing dilution on terms you think are unacceptable and managements ability to pursue the strategies it has clearly articulated. Very little happens in this industry that does not cost money, and lots of it, and deep-pocketed partners are not exactly lined up outside the corporate offices; I am sure that tree has been shaken quite thoroughly at this point. Given that the alternative to passing the resolution is authorization of zero new shares, think carefully before you vote no. The alternative to passing THIS resolution is authorization of zero new shares. Voting no does not mean that there won't be a resolution with another proposal put forward to shareholders, with a more easily palatable number in mind. I'll credit MNKD for swinging for the fences in the authorization, but I agree with myocat and dbc in believing that they overstepped in the scope of their request. And I wholeheartedly disagree with the earlier assertion that to vote against the resolution is to vote against progress of the company and is a vote to kill the Treprostinil IND. To make assertions as such is irresponsible. Unchallenged acceptance of BoD and management assertions is not something MNKD has earned from shareholders, and asking and expecting MNKD to be responsible to those same shareholders and be judicious in their request for additional latitude to dilute us is not wishing ill for the company. It's being responsible and pragmatic owners of the company we own. I have no problem authorizing MNKD the ability to raise additional funds through dilution, if necessary, but I won't do it to the extent they want. That doesn't mean I'm against the company's strategy in any way. To quite he contrary, I think they have a good strategy to move forward and I support it. I do not support it enough to allow them to dilute me 100% in my investment as I think there are better ways to accomplish it. To each their own, of course.
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Post by sportsrancho on Nov 14, 2017 14:18:40 GMT -5
I have NO doubt it’s passing. Just like I had no doubt we would NOT have a female president!
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Post by silentknight on Nov 14, 2017 14:23:58 GMT -5
I have NO doubt it’s passing. Just like I had no doubt we would NOT have a female president! I also have no doubt it will pass, but it won't keep me from voting no, just like I couldn't vote to support the female president, or the current male one! I guess I'm too principled.
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Post by dreamboatcruise on Nov 14, 2017 15:13:36 GMT -5
I would like Mike to schedule an investor call for him to talk about this for more than 30 seconds... tell us in broad strokes why he thinks doubling the shares is prudent (with all the normal "forward looking" disclaimers), and actually ask for our trust in him and the BoD. If he believes (as some here seem to) that there is little chance of the full 140M ever being used, let him state that... at least then I could judge his performance against that. Tell us a range of what he expects to use... how many will go into employee stock incentives... etc.
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