Current Report Filing (8-k)
December 13 2017 - 3:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2017
MannKind Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-50865
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13-3607736
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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30930 Russell Ranch Road, Suite 301
Westlake Village, California
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91362
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(818) 661-5000
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the
Form 8-K is
intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. of
Form 8-K):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under
the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this
chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 13, 2017,
MannKind Corporation (the Company) filed with the Secretary of State of the State of Delaware a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the Charter Amendment) to increase the
authorized number of shares of the Companys common stock from 140,000,000 to 280,000,000 shares. The Charter Amendment was approved by the Companys stockholders at a Special Meeting of Stockholders (the Special Meeting) held
on December 13, 2017, as described below under Item 5.07.
A copy of the Charter Amendment is attached to this report as Exhibit 3.1.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The following is a brief description of each
matter voted upon at the Special Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker
non-votes
with respect to each matter.
Proposal 1: Authorized Shares Increase Proposal.
The
Companys stockholders approved a proposal to amend the Companys Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Companys common stock from 140,000,000 to 280,000,000 shares. The
tabulation of votes on this matter was as follows: shares voted for: 88,079,368; shares voted against: 4,668,496; shares abstaining: 379,110; and broker
non-votes:
0.
Proposal 2: To authorize an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of
Proposal 1.
The Companys stockholders approved an authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if
there were not sufficient votes in favor of Proposal 1. The tabulation of votes on this matter was as follows: shares voted for: 87,540,966; shares voted against: 4,736,859; shares abstaining: 849,149; and broker
non-votes:
0. No adjournment of the Special Meeting was necessary.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: December 13, 2017
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MANNKIND CORPORATION
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By:
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/s/ David Thomson
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David Thomson, Ph.D., J.D.
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Corporate Vice President, General Counsel and Secretary
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