UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 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):  March 27, 2019

 

INSMED INCORPORATED

(Exact name of registrant as specified in its charter)

 

Virginia

 

000-30739

 

54-1972729

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

10 Finderne Avenue, Building 10
Bridgewater, New Jersey

 

08807

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: ( 908) 977-9900

 

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):

 

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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 o

 

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.  o

 

 

 

 

Item 5.02               Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 27, 2019, Insmed Incorporated (the “Company”) announced that Paolo Tombesi would step down from the position of Chief Financial Officer and leave the Company, effective June 2, 2019.  An executive search process has commenced for Mr. Tombesi’s successor as Chief Financial Officer. Mr. Tombesi’s departure is not the result of any disagreement with the Company with respect to any matter relating to the Company’s operations, policies or practices, including its accounting procedures.

 

Item 7.01 Regulation FD Disclosure.

 

On March 27, 2019, the Company issued a press release announcing the planned departure of Mr. Tombesi. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

 

ITEM 9.01 - Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit
No.

 

Description

99.1

 

Press Release issued by Insmed Incorporated on March 27, 2019.

 

2

 

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: March 27, 2019

 

INSMED INCORPORATED

 

 

 

 

 

 

By:

/s/Christine Pellizzari

 

 

Name:

Christine Pellizzari

 

 

Title:

Chief Legal Officer

 

3

Exhibit 99.1

 

FINAL

 

Insmed Announces Management Changes

 

 

BRIDGEWATER, N.J., March 27, 2019 /PR Newswire/ —  Insmed Incorporated (Nasdaq:INSM), a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases, today announced that Paolo Tombesi, Chief Financial Officer, will be leaving the company effective June 2, 2019, and will thereafter remain available on a consulting basis.  A search is under way for a new Chief Financial Officer.

 

Insmed also announced the promotion of John Goll to Chief Accounting Officer, effective immediately.

 

“On behalf of the Company and the Board we want to thank Paolo for his many contributions to Insmed over the past two years,” said Will Lewis, Chairman and Chief Executive Officer of Insmed.  “We wish Paolo continued success in his future endeavors.  I also want to congratulate John on his promotion.”

 

Mr. Tombesi’s departure is not the result of any dispute or disagreement with the Company including any matters relating to the Company’s accounting practices or financial reporting.

 

About Insmed

 

Insmed Incorporated is a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases. Insmed’s first commercial product is ARIKAYCE ®  (amikacin liposome inhalation suspension), which is approved in the United States for the treatment of Mycobacterium avium complex (MAC) lung disease as part of a combination antibacterial drug regimen for adult patients with limited or no alternative treatment options. MAC lung disease is a rare and often chronic infection that can cause irreversible lung damage and can be fatal. Insmed’s earlier-stage clinical pipeline includes INS1007, a novel oral reversible inhibitor of dipeptidyl peptidase 1 with therapeutic potential in non-cystic fibrosis bronchiectasis and other inflammatory diseases, and INS1009, an inhaled formulation of a treprostinil prodrug that may offer a differentiated product profile for rare pulmonary disorders, including pulmonary arterial hypertension.  For more information, visit www.insmed.com.

 

Contact:

 

Blaine Davis
Insmed Incorporated
(908) 947-2841
blaine.davis@insmed.com