MannKind Corporation (NASDAQ:MNKD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

0

MannKind Corporation (NASDAQ:MNKD) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March1, 2017, MannKind Corporation (the Company) held a
Special Meeting of Stockholders (the Special Meeting) at which
the Companys stockholders approved a proposal to amend the
Companys Amended and Restated Certificate of Incorporation to
(i)effect a reverse stock split of the Companys outstanding
common stock at a ratio in the range of 1-for-3 to 1-for-10, with such ratio to
be determined in the discretion of the Companys board of
directors and with such reverse stock split to be effected at
such time and date, if at all, as determined by the Companys
board of directors in its sole discretion, and (ii)reduce the
number of authorized shares of the Companys common stock in a
corresponding proportion to the reverse stock split, rounded to
the nearest whole share (collectively, the Reverse Split
Proposal).

On March1, 2017,
following stockholder approval of the Reverse Split Proposal, the
Companys board of directors approved a reverse stock split of the
Companys common stock at a ratio of 1-for-5. On March1, 2017, 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 (i)effect
the 1-for-5
reverse stock split of the Companys outstanding common stock and
(ii)reduce the authorized number of shares of the Companys common
stock from 700,000,000 to 140,000,000 shares. The Charter
Amendment will be effective at 5:01 p.m. Eastern Time on March2,
2017 (the Effective Time).

The Charter Amendment provides
that, at the Effective Time, (a)every five shares of the Companys
issued and outstanding common stock will automatically be
combined into one issued and outstanding share of common stock,
without any change in par value per share, and (b)the number of
authorized shares of common stock will be reduced to 140,000,000
shares. As a result of the reverse stock split, proportionate
adjustments will be made to the per share exercise price and/or
the number of shares issuable upon the exercise or vesting of all
stock options, restricted stock units and warrants issued by the
Company and outstanding immediately prior to the Effective Time,
which will result in a proportionate decrease in the number of
shares of the Companys common stock reserved for issuance upon
exercise or vesting of such stock options, restricted stock units
and warrants, and, in the case of stock options and warrants, a
proportionate increase in the exercise price of all such stock
options and warrants. In addition, the number of shares
authorized for future grant under the Companys equity
incentive/compensation plans immediately prior to the Effective
Time will be reduced proportionately.

The Companys common stock will
begin trading on The NASDAQ Global Market on a split-adjusted
basis when the market opens on March3, 2017. The new CUSIP number
for the Companys common stock following the reverse stock split
is 56400P706.

The foregoing summary of the
Charter Amendment is qualified in its entirety by reference to
the Charter Amendment, which is attached to this Current Report
on Form 8-K as Exhibit 3.1 and is incorporated herein by
reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

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: The
Reverse Split Proposal.

The Companys stockholders
approved the Reverse Split Proposal. The tabulation of votes on
this matter was as follows: shares voted for: 338,025,378; shares
voted against: 21,199,158; shares abstaining: 926,064; 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: 330,691,569;
shares voted against: 26,941,657; shares abstaining: 2,517,374;
and broker non-votes: 0. No adjournment of the Special Meeting
was necessary.

Item9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit No.

Description

3.1 Certificate of Amendment of Amended and Restated Certificate
of Incorporation of MannKind Corporation


About MannKind Corporation (NASDAQ:MNKD)

MannKind Corporation is a biopharmaceutical company. The Company is focused on the discovery and development of therapeutic products for diseases, such as diabetes. Its product candidate is AFREZZA, which is an inhaled insulin used to control high blood sugar in adults with type I and type II diabetes and helps in glycemic control. AFREZZA consists of a dry formulation of human insulin delivered from a portable inhaler. AFREZZA utilizes its Technosphere formulation technology. Technosphere is a drug delivery platform that may allow the oral inhalation of a range of therapeutics. Technosphere powders are based on the Company’s fumaryl diketopiperazine (FDKP), which is a potential of Hydrogen (pH)-sensitive organic molecule that self-assembles into small particles under acidic conditions. The Company has also created a range of breath-powered, dry powder inhalers. Its inhalers can be produced in both a reusable (chronic treatment) and a single-use (acute treatment) format.

MannKind Corporation (NASDAQ:MNKD) Recent Trading Information

MannKind Corporation (NASDAQ:MNKD) closed its last trading session 00.000 at 0.532 with 2,498,163 shares trading hands.