0001104506 false 0001104506 2020-05-03
2020-05-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
(Exact Name of Registrant as Specified in Charter)
700 US Highway
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last
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):
communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered pursuant to Section 12(b) of the
Title of each class
Name of each exchange on which
Common Stock, par value $0.01 per share
Nasdaq Global Select Market
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).
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
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.
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
||Chief Legal Officer
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