Current Report Filing (8-k)
May 07 2020 - 8:32AM
Edgar (US Regulatory)
0001104506
false
0001104506
2020-05-03
2020-05-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
May 4, 2020
INSMED INCORPORATED
(Exact Name of Registrant as Specified
in Charter)
Virginia
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000-30739
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54-1972729
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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700
US Highway 202/206
Bridgewater,
New Jersey 08807
(Address of Principal Executive Offices,
and Zip Code)
(908)
977-9900
Registrant’s Telephone Number,
Including Area Code
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.01 per share
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INSM
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Nasdaq Global Select Market
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 8.01 — Other Events.
On May 4, 2020, Insmed Incorporated (the “Company”)
entered into an Underwriting Agreement (the “Underwriting Agreement”) with SVB Leerink LLC, as representative of the
underwriters named in Schedule I thereto (the “Underwriters”), pursuant to which, subject to satisfaction of the conditions
set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company,
9,700,000 shares (the “Firm Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common
Stock”). The Company also granted the Underwriters an option to purchase up to an additional 1,455,000 shares of Common Stock
(together with the Firm Shares, the “Shares”) within 30 days after May 4, 2020, which the Underwriters exercised in
full on May 5, 2020.
The Underwriters will purchase the Shares from the Company at
a price, after underwriting discounts and commissions, of $22.0875 per share, resulting in net proceeds to the Company before other
estimated offering expenses payable by the Company of approximately $246.4 million.
The offering is being made pursuant to the Company’s shelf
registration statement on Form S-3 (Registration Statement No. 333-218118) that became automatically effective upon filing,
as amended by Post-Effective Amendment No 1 thereto, filed with the Securities and Exchange Commission (the
“SEC”) on January 22, 2018, which includes a base prospectus dated January 22, 2018, as supplemented by a
preliminary prospectus supplement filed with the SEC on May 4, 2020, and a final prospectus supplement, dated May 4, 2020 and
filed with the SEC on May 5, 2020.
The Company made certain customary representations,
warranties and covenants in the Underwriting Agreement concerning the Company, the Company’s registration statement and
the offering of the Shares. The Company has agreed to indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Company and the Underwriters expect to consummate the sale and
purchase of the Shares pursuant to the Underwriting Agreement on May 7, 2020, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
The legal opinion of Hunton Andrews Kurth LLP relating to the Shares being offered is filed herewith as Exhibit 5.1.
Item 7.01 — Regulation FD Disclosure
On May 4, 2020, the Company issued a press release announcing
the commencement of the offering. On May 5, 2020, the Company issued a press release announcing the pricing of the offering. Copies
of the press releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(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.
Dated: May 7, 2020
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INSMED INCORPORATED
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By:
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/s/ Christine Pellizzari
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Name:
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Christine Pellizzari
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Title:
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Chief Legal Officer
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