MNKD 2018 Proxy Statement

Stockholder Approval If this Proposal 2 is approved by our stockholders, the 2018 Plan will become effective as of the date of the annual meeting and no additional awards will be granted under the 2013 Plan (although all outstanding awards granted under the 2013 Plan will continue to be subject to the terms and conditions as set forth in the agreements evidencing such awards and the terms of the 2013 Plan). In the event that our stockholders do not approve this Proposal 2, the 2018 Plan will not become effective and the 2013 Plan will continue to be effective in accordance with its terms. Overhang The following table provides certain additional information regarding our equity incentive program. As of March 19, 2018 Total number of shares of common stock subject to outstanding stock options . . . . . . . . . . . . 7,212,239 Weighted-average exercise price of outstanding stock options . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.47 Weighted-average remaining term of outstanding stock options . . . . . . . . . . . . . . . . . . . . . . . . 7.05 years Total number of shares of common stock subject to outstanding full value awards . . . . . . . . . 9,674,579 Total number of shares of common stock available for grant under the 2013 Plan . . . . . . . . . 1,388,179 Total number of shares of common stock available for grant under other equity incentive plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,063 As of Record Date Total number of shares of common stock outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,011,353 Per-share closing price of common stock as reported on Nasdaq Global Market . . . . . . . . . . . $ 2.60 Burn Rate The following table provides detailed information regarding the activity related to our equity incentive plans for fiscal year 2017. Fiscal Year 2017 Total number of shares of common stock subject to stock options granted . . . . . . . . . . . . . . . . . . . 3,335,385 Total number of shares of common stock subject to full value awards granted . . . . . . . . . . . . . . . 669,091 Weighted-average number of shares of common stock outstanding . . . . . . . . . . . . . . . . . . . . . . . . 104,245,000 Burn Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8% Description of the 2018 Equity Incentive Plan The material features of the 2018 Plan are described below. The following description of the 2018 Plan is a summary only and is qualified in its entirety by reference to the complete text of the 2018 Plan. Stockholders are urged to read the actual text of the 2018 Plan in its entirety, which is attached to this proxy statement as Exhibit A . Purpose The 2018 Plan is designed to secure and retain the services of our employees, directors and consultants, provide incentives for our employees, directors and consultants to exert maximum efforts for the success of our company and our affiliates, and provide a means by which our employees, directors and consultants may be given an opportunity to benefit from increases in the value of our common stock. Successor to 2013 Plan The 2018 Plan is intended to be the successor to the 2013 Plan. If the 2018 Plan is approved by our stockholders, no additional awards will be granted under the 2013 Plan. 19