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Post by matt on May 25, 2017 14:16:58 GMT -5
Sorry to disagree, mn, but patents are overrated. They are a MUST, of course, and that's a given - I mean any biotech or tech patents as much as possible. That is not necessarily true either. Patents on drug molecules (composition of matter patents), but a lot of biotech value is in process. The good news is that if a process is patented it is theoretically protected, but the reality is that it is very difficult to identify and prosecute those who may be infringing on such patents. Once a patent has been granted, the secret is openly published for all to see. Worse yet, in many cases it is hospitals and universities that are doing the infringing and suing your customer or one of their friends will not win you any points in the market. On the other hand, if you leave the process unpatented and treat it as a trade secret it never gets disclosed to the broader world and you save a bundle on legal fees and patent annuities. There are many cases where not patenting biotech innovations is the smarter move.
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Post by matt on May 24, 2017 11:08:57 GMT -5
This is exactly the number that VIVIP75 shows on his screenshot. However, the form 3 filing that is going around does not include some of those entities. Could the trust still control them, but not have to report them because of the structure? Yes, I think that is the case. This was discussed in another thread and I took the time to reconcile the numbers, but I decline to do it again because it is a lot of work. The way SEC reporting works, an entity must report shares they "own or control" with those definitions a lot more complicated than you think, as are the various attribution rules as to which family members and associated legal entities are presumed to be controlled by the reporting person. The Mann Living Trust, for example, is nominally a managing member of The Mann Group LLC although the percentage vote they have is tiny, but that is enough to require them to report shares owned by the trust and the shares they are presumed to control as managing member. If the trust ceased to be a managing member of the LLC, they would just have to report the shares they own, but shares in the LLC as they would no longer be in control. If you don't understand how to unravel the web of reporting, it would look as though the trust had divested those shares, but in fact they simply ceased to have a control interest. The Living Trust may also have a beneficial interest in the LLC, but that is again something different that would further confuse the reporting. The SEC reporting requirements are something only a securities lawyer could love. Your best bet is to read the latest DEF 14A and read the footnotes to the capitalization table carefully. That will help you figure out the double counts and who really owns how many shares.
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Post by matt on May 24, 2017 7:36:37 GMT -5
I believe that his trusts held north of 43% prior to his passing or approx 43M of today's shares (corrections or corroborations sought) . You have to be careful on that due to how the SEC reporting works. The Mann Group LLC holds a bunch of shares (that is an LLC, closely held corporation) and due to the number of shares they own they have to report. The Mann Living Trust (a private trust) owns another big chunk of shares and the trust, as a legal entity, is a managing member of the LLC as well. Therefore, under the attribution rules the Liiving Trust is deemed to "control" the shares in the Mann Group LLC. So, if Mann Group owns X shares, and the Living Trust owns Y shares of their own plus is deemed to control the shares in the LLC, then the Forms 3/4 will show a total of 2X + Y shares because the Mann Group owns their shares and then the Living Trust reports the LLC shares again as a nominal control person. Indeed, I have seen cases where there were so many interlocking share schemes that the number of shares controlled by a given entity (according to the SEC rules) exceeded the authorized and issued shares of the entire corporation. There is a lot of double counting out there and you have to unwind what is owned versus what is deemed ownership or deemed control to really understand it all.
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Post by matt on May 24, 2017 7:23:11 GMT -5
So the date (25 Feb 2016) in box 2 must be connected with Al's demise and LT taking full control of shares. But the numbers of shares aren't so easily explained as simply being adjustment for RS. Unless there is some double counting of D and I controlled shares, it does look like there has been a sizable addition to holdings. Am I wrong? The shares listed in Table 1 of the form are not new, this is just a recitation of history. All the shares are held in one of two trusts, both of which are technically controlled (as the SEC defines it) by the Mann Living Trust because the Living Trust has a nominal role as managing member of The Mann Group. Nothing new here. Table II is the new information. On Al's death his options transferred to the Mann Living Trust which is a different legal entity so those shares have to be reported as a new acquisition even though the number of options has not changed. Everyone hear thinks about all the Mann entities as one big benevolent group steered by the invisible hand of the departed, but the legal reality is a bit more complex. As someone noted above, all these options are so far underwater that they will never be exercised (the all expire in August of this year), but SEC rules require these to be reported just the same. As a practical matter, nothing of substance has changed and this filling is driven purely by SEC regulations.
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Post by matt on May 23, 2017 15:56:54 GMT -5
If you look carefully at the item posted on Twitter, is shows the price per share in the right-hand column. Was the price on Jan 31 of this year $3.52 or on Feb 28 was it $2.65? I am not sure what that pic is showing, but it is not MNKD prices which makes me wonder about the rest of it as well.
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Post by matt on May 23, 2017 15:45:48 GMT -5
I would question the strategy employed if they indeed did purchase shares on the open market. MNKD needs money. Why would the Mann estate buy shares from shorts rather than using that money in a direct offering so that MNKD would have use of it? Could MNKD be using ATM and estate is doing open market purchases to support that move? Why would they do that? If the estate wanted shares they could just do it in a private placement and MNKD could avoid paying the investment banking fee they would owe on an ATM transaction. Also as I recall, the ATM has specific rules on what the share price had to be and I don't think the company complies with those requirements any more.
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Post by matt on May 23, 2017 6:53:54 GMT -5
The refusal was to register a "word mark" which is usually just some words, with or without a particular font. Microsoft, for example, uses no logo and just the word "Microsoft" written in the Lucida Sans font with the bold and italic attributes turned on.
It is hard to say why this mark was rejected, but I suspect that the trademark office felt the name "Receptor Life Sciences" was descriptive and therefore not usable as a trademark. Almost every pharmaceutical preparation in the life sciences industry interacts with a cellular receptor, which is why it is descriptive of the product and not sufficiently unique. The example frequently given is that the Eastman Company could trademark "Kodak" but not "Kodak Film" because "film" was descriptive of the product. However, a fashion designer could trademark "Film" as a way to brand its new skin-tight line "Film" blue jeans because blue jeans is the description of the product and film just invokes an image of how they fit.
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Post by matt on May 23, 2017 6:41:53 GMT -5
Would this be considered insider buying or what is this? The way SEC filing rules work is that a Form 4 must be filed whenever an insider acquires shares or rights to acquire shares at whatever price. These look like annual grants approved after the recent annual meeting (there is almost always a board meeting around the same time) so everyone had to file a Form 4 for this year's option-based compensation. This is only insider buying if the options get exercised.
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Post by matt on May 22, 2017 13:02:35 GMT -5
NY is difficult to fill scripts in but I think more so for controlled substances than insulin. I have never bought insulin so I don't know for sure but I needed pain killers for my dog and it was such a headache.Your dog is a shareholder too? I nominate kball for the post of the year.
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Post by matt on May 22, 2017 6:55:57 GMT -5
There are plenty of adverse reactions to Afrezza, including: - Acute bronchospasm in patients with chronic lung disease
- Hypoglycemia
- Decline in pulmonary function
- Lung cancer
- Diabetic ketoacidosis
- Hypersensitivity reactions
- Cough
- Throat pain or irritation
- Headache
- Diarrhea
- Fatigue
- Nausea
- Throat pain or irritation
- Headache
- Bronchitis
- Urinary tract infection
- Weight gain
- Up-regulated production of anti-insulin antibodies
- Hypokalemia
- Heart failure when used with PPAR-gamma agonists
Those were all observed in the clinical trial Mannkind ran to get approval of Afrezza, from a population of just 3,017 patients. As more patients are exposed to the drug, including many that could not be in the trial due to the inclusion/exclusion criteria, the list will grow longer.
BTW, I did not have to data mine some database to find those; I just read the label for Afrezza just as any physician is likely to do before prescribing any new medication. Arguably some of those adverse events are relatively minor, but the first six on the list are considered by FDA to be serious events. It will take much larger trials or many more years of patient experience to clean up the label. Diabetics are complicated cases and FDA takes a conservative view. Don't think changing the label for this patient population is a slam dunk because it isn't. Data, lots of data, is your friend and MNKD doesn't have enough.
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Post by matt on May 18, 2017 11:28:16 GMT -5
I just cannot see the FDA rolling over and approving Afrezza as an OTC drug. Nor do I. There are three barriers to this happening: 1. Afrezza is arguably "just human insulin" and regular insulin is available OTC. However, Afrezza isn't just human insulin; it is human insulin that has been conjugated to a microcarrier that has been shown to decrease lung function in a clinical trial. If the carrier was a totally inert substance then it might be different, but count on FDA taking the conservative view. 2. Just because a drug is OTC according to FDA does not mean that it can be sold OTC. Pharmacies are regulated by state law and each state gets to decide what can and cannot be sold without a prescription, in which quantities, and so on. Even if MNKD could fight the battle and win at FDA, there will be state pharmacy boards that will have to weigh in and approve Afrezza for sale OTC. 3. Mail order pharmacies are just another type of pharmacy and are subject to state regulation. If Amazon wants to fill scripts in, say North Dakota, then their mail order operation must meet all the requirements of a North Dakota pharmacy and the FDA requirements for a bulk storage warehouse. Practically speaking, that means that Amazon must employ a pharmacist employed in each state where they want to do business. The FDA requirements are more concerned with packaging and dispensing. When I was involved in starting a mail order pharmacy back in the early 1990's we bought huge bottles from the pharma companies (like 5,000 pills per container) which had to be repackaged to 30 day supplies for mail order. Ultimately it required us to open two separate buildings so the repackaging operation was supervised by FDA (and not the 49 state pharmacy boards) and the dispensary operation which was regulated by the 49 state pharmacy boards (but not the FDA); anything else would have been a regulatory nightmare. I say 49 pharmacy boards because South Dakota still prohibited mail order drugs (I assume that has changed by now). A company like Amazon can certainly address these issues, but probably not for Afrezza alone due to the high fixed cost. However, if Jeff Bezos wants to get into the mail order pharmacy business then I wouldn't bet against him.
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Post by matt on May 18, 2017 8:16:29 GMT -5
Make that $110M The only MNKD Millionaires. To be fair, how much of that $110M was the value of option-based compensation that was never in-the-money? At one point, during the dot-com silliness when the valuation of darn near every stock went crazy, I managed to hold options that were worth $28 million, but by the time they were vested and exercisable the value was precisely $0. My wife, dutiful mother of three, reminded me more than once that the local grocery store did not accept option shares at the checkout. The point is, before you take the total compensation number from the DEF 14A filings, you need to understand what part is cash, what part is normal employee benefits (health insurance for example), what part is cash bonus, and what part is fantasy earnings that the employee may never see. I do think MNKD employees are generously compensated given market norms, especially given company non-performance, but the real value of their packages are not nearly as lucrative as many think. Nobody pocketed $110 million.
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Post by matt on May 17, 2017 14:47:37 GMT -5
I have heard from somewhere (forgot where) that if you have a margin account with certain brokers that they can lend out your shares without asking you or compensating you. Is that true? Read your brokerage contract carefully; what is true for some brokers is not true for all. Your rights and obligations should be clearly spelled out, and if you have had the account a while make sure you are looking at the most recently updated version. If you don't have a copy, ask for them to main you a new one.
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Post by matt on May 17, 2017 7:20:59 GMT -5
How much did it cost for them to get a list of MannKind investors? That in itself (in my mind) is quasi illegal... It doesn't cost much. The list comes from the DTC, not the company or your broker, and the last time I was involved in pulling a NOBO list (it was some years ago) it was five cents per record. That charge covers the data processing cost from ADP who manages the list on behalf of the DTC. I suspect the cost is cheaper now and I would be shocked if it was more. Note that the list is not all shareholders; it is just shareholders that hold shares in street name who have not opted out of the list. At $50 per thousand names (or less) we are not talking about a big investment to acquire the list. Any transfer agent can request a NOBO list and the person asking for the list can use it for any legal purpose. It is not illegal to buy and use a mailing list; if it were my mailbox would be empty most days.
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Post by matt on May 17, 2017 6:29:17 GMT -5
Does someone know if a rights offering indeed happens, do shareholders who have loaned shares get to participate in the offering? I'm assuming not. Yes, just because you loaned shares does not mean that you no longer the beneficial owner. Any rights accrue to the beneficial owner, not the borrower. The borrower just gets to play the price swings when they borrow (minus the interest) but they have to make you whole for any dividends or distributions that occur during the borrow period.
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