SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
30930 Russell Ranch Road, Suite 301
Westlake Village, California
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code: (818) 661-5000
(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):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
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||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
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||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: 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||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment of Amended and Restated Certificate of Incorporation of MannKind Corporation|
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.
|Date: December 13, 2017||MANNKIND CORPORATION|
|David Thomson, Ph.D., J.D.|
|Corporate Vice President, General Counsel and Secretary|
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
MANNKIND CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the Corporation), does hereby certify:
FIRST: The original name of the Corporation was Pharmaceutical Discovery Corporation. The date on which the Corporations original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware is February 14, 1991.
SECOND: The Board of Directors of the Corporation (the Board), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the DGCL), adopted resolutions amending its Amended and Restated Certificate of Incorporation, as amended (the Restated Certificate), as follows:
The first paragraph of Paragraph A of Article IV of the Restated Certificate is hereby amended and restated to read in its entirety as follows:
A. This Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares which the Corporation is authorized to issue is two hundred ninety million (290,000,000) shares. Two hundred eighty million (280,000,000) shares shall be Common Stock, each having a par value of one cent ($.01). Ten million (10,000,000) shares shall be Preferred Stock, each having a par value of one cent ($.01).
THIRD: The foregoing amendment was submitted to the stockholders of the Corporation for their approval at a special meeting of stockholders which was duly called and held, upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. Accordingly, said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, MannKind Corporation has caused this Certificate of Amendment to be signed by its Corporate Vice President, General Counsel and Secretary on December 13, 2017.
|Corporate Vice President, General Counsel and Secretary|