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 1, 2019

 


 

INSMED INCORPORATED

(Exact Name of Registrant as Specified in 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, 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):

 

o                  Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                  Pre-commencement communication 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

INSM

 

Nasdaq Global Select Market

 

 

 


 

Item 2.02                                            Results of Operations and Financial Condition.

 

On May 7, 2019, Insmed Incorporated (the “Company”) issued a press release regarding its financial results for the three months ended March 31, 2019. A copy of this press release is furnished herewith as Exhibit 99.1 pursuant to this Item 2.02.

 

The information contained herein, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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

 

(b) On May 1, 2019, Donald Hayden, Jr., a member of the Company’s board of directors (the “Board”), notified the Company that he would resign from the Board on May 16, 2019 following the annual meeting of shareholders. Mr. Hayden was recently appointed as chief executive officer of WindMIL Therapeutics, Inc., where he had been serving as interim chief executive officer and chairman of the board, and the Company understands that he plans to focus on this role following his departure from the Board. Mr. Hayden’s resignation was not due to any disagreement or dispute with the Company.

 

(e) On May 3, 2019, the Company entered into a separation agreement and general release (the “Separation Agreement”) with Paolo Tombesi in connection with his previously announced departure as Chief Financial Officer. Pursuant to the Separation Agreement, Mr. Tombesi’s employment with the Company will end on June 2, 2019, and he is eligible to receive the following severance benefits: (i) 12 months’ salary at his 2019 base salary, paid semi-monthly over a 12-month period; (ii) a pro-rata portion of his annual bonus based on actual Company performance during 2019, payable within two and one-half months following December 31, 2019; (iii) accelerated vesting of any of his options and restricted stock units that would have otherwise vested within six months of June 2, 2019; and (iv) payment for the cost of COBRA coverage equivalent to his current coverage through no later than May 31, 2020 (minus certain employee contributions), in each case less applicable tax withholding. The Separation Agreement supersedes and replaces all other severance arrangements between the Company and Mr. Tombesi.  The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is incorporated herein by reference.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit No.

 

Description

10.1

 

Separation Agreement and General Release between Insmed Incorporated and Paolo Tombesi, dated as of May 3, 2019.

99.1

 

Press Release by Insmed Incorporated on May 7, 2019.

 

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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, 2019

INSMED INCORPORATED

 

 

 

By:

/s/Christine Pellizzari

 

Name:

Christine Pellizzari

 

Title:

Chief Legal Officer

 

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Exhibit 10.1

 

May 3, 2019

 

Paolo Tombesi

29 E Madison Ave

Florham Park, NJ 07932

 

Dear Paolo:

 

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with Insmed, Inc. (“Insmed” or the “Company”) pursuant to the provisions of the Employment Agreement you signed on May 11, 2017 (the “Employment Agreement”) with respect to a termination without cause.  You and the Company agree as follows:

 

1.                                       Employment.  Your last day of active work with the Company will be June 2, 2019.  (“Termination Date”)

 

2.                                       Severance .  Provided that you execute this Agreement and the release (the “Release) attached as Exhibit B (which must be executed no earlier than the close of business on the Termination Date (June 2, 2019) and no later than five (5) days after the Termination Date), do not revoke this Agreement or the Release during the seven (7) day revocation period provided for in Paragraph 13(g), and have returned all Company property, the Company will provide you with the Severance Payments and Benefits (“Severance”) set forth in Section II of the attached Exhibit A, which Exhibit A is incorporated herewith (the “Severance Summary”).

 

3.                                       Violations of Any Law or of the Company’s Code of Conduct .  You hereby agree, promise and covenant that during your employment with the Company, you did not violate any federal, state or local law, statute or regulation while acting within the scope of your employment with the Company, nor did you violate the Company’s Code of Conduct while acting within the scope of your employment with the Company.  You acknowledge and understand that if the Company should discover any such violation after your execution of this Agreement and your separation from employment with the Company, it will be considered a material breach of this Agreement, and all of the Company’s obligations to you hereunder will become immediately null and void.

 

4.                                       Return of Property .  Upon termination of your employment, you agree to promptly return to the Company all of its property, including, but not limited to, equipment, files, documents, identification cards, credit cards, keys, equipment, software and data, however stored.

 

5.                                       No Additional Entitlements.   You agree that: (i) you have received all entitlements due from the Company relating to your employment with the Company, including but not limited to, all wages earned, sick pay, vacation pay, overtime pay, and any paid and unpaid personal leave for which you were eligible and entitled, and that no other entitlements are due to you other than as set forth in this Agreement; and (ii) the Company shall have the right to deduct from the amounts payable pursuant to this Agreement any money owed to

 

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the Company by you for a loan or advance paid to you by the Company during your employment, when allowable by the loan agreement and applicable law.

 

6.                                       Transition . To the extent the Company deems necessary, you agree that you will assist the Company with the transition of your responsibilities.

 

7.                                       Cooperation . You agree that upon the Company’s reasonable notice to you, you shall cooperate with the Company and its counsel (including, if necessary, preparation for and appearance at depositions, hearings, trials or other proceedings) with regard to any past, present or future legal or regulatory matters that relate to or arise out of matters you have knowledge about or have been involved with during your employment with the Company.  In the event that such cooperation is required, you will be reimbursed for reasonable out-of-pocket expenses incurred in connection therewith, not including any attorneys’ fees or costs.

 

8.                                       Confidentiality of the Agreement .  Except as expressly permitted in Paragraph 12 of this Agreement or if otherwise required by law, you shall not disclose the existence of this Agreement, the terms of this Agreement, or the circumstances or allegations giving rise to this Agreement, to any person other than your attorneys, immediate family members, accountants, or financial advisors.

 

9.                                       Protection of Confidential Information .

 

a)                                      You hereby acknowledge your existing obligation to maintain the confidentiality of the Company’s information along with the other post-employment obligations contained in the Employment Agreement. A copy of the signed Employment Agreement is attached for reference.

 

b)                                      Without limiting the generality of the foregoing obligations set forth in Paragraph 10(a), you agree that, except as expressly permitted in Paragraph 12 of this Agreement or if otherwise required by law, you will not at any time, directly or indirectly, disclose any trade secret, confidential or proprietary information you have learned by reason of your association with the Company (the “Confidential Information”) or use any such Confidential Information to the detriment of the Company, its parents, affiliates or subsidiaries, or to the benefit of any business or enterprise that competes with the Company, its parents, affiliates or subsidiaries.  Confidential Information is deemed to include, but is not limited to, information pertaining to Company strategic plans, advertising and marketing plans, sales plans, formulae, processes, methods, machines, ideas, concepts, new product developments, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research, technology research and development, budgets, profit and loss data, raw material costs, identity of suppliers, customer lists, customer information, employee information, improvements, inventions, and associations with other organizations that the Company has not previously made public.  Confidential Information does not include information that can be shown by written evidence to be in the public domain at the time of disclosure by you or that is publicized or otherwise becomes part of the public domain through no fault of your own.

 

c)                                       Pursuant to the Defend Trade Secrets Act of 2016, you acknowledge and understand that you will not be held criminally or civilly liable under any federal

 

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or state trade secret law for the disclosure of the trade secrets of the Company or any of its affiliates that is made by you (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

 

10.                                Non-Disparagement .  You agree that you shall not at any time make any written or verbal comments or statements of a defamatory or disparaging nature regarding the Company and/or the Company Releasees or their personnel or products and you shall not take any action that would cause the Company and/or the Company Releasees or their personnel or products any embarrassment or humiliation or otherwise cause or contribute to their being held in disrepute.   The Company agrees that it shall not and that it shall instruct its executive officers to not make public statements or communications that are intended to disparage you.  The foregoing shall not be violated by truthful statements required by any government authority or filing or in response to any lawful subpoena or other legal process.

 

11.                                Permitted Conduct .  Nothing in this Agreement, including but not limited to the provisions of Paragraphs 3, 5, and 8 through11, shall prohibit or restrict you or your attorneys from initiating communications directly with, cooperating with, providing relevant information to, testifying before, or otherwise assisting in an investigation or proceeding by the Securities and Exchange Commission (“SEC”), or any other governmental or regulatory body or official(s) regarding a possible violation of law, rules, or regulations; provided, however, you release and waive any right to, and agrees not to seek any, personal or monetary relief from the Company Releasees based upon any such investigation or proceeding.  To the extent permitted by law, upon receipt of any subpoena, court order or other legal process compelling the disclosure of any information or documents restricted from disclosure by this Agreement, you agree to give prompt written notice to the Company so as to permit it to protect its interests in confidentiality to the fullest extent possible.

 

12.                                Non-Admission .  It is understood and agreed that neither the execution of this Agreement, including Exhibit A, nor the terms of the Agreement, including Exhibit A, constitute an admission of liability to you by the Company or the Company Releasees, and such liability is expressly denied.  It is further understood and agreed that no person shall use the Agreement, including Exhibit A, or the consideration paid pursuant thereto, as evidence of an admission of liability, inasmuch as such liability is expressly denied.

 

13.                                Acknowledgments .  You hereby acknowledge that:

 

a)                                      The Company hereby advises you to consult with an attorney before signing this Agreement;

 

b)                                      You have obtained independent legal advice from an attorney of your own choice with respect to this Agreement and all exhibits or you have knowingly and voluntarily chosen not to do so;

 

c)                                       You freely, voluntarily and knowingly entered into this Agreement after due consideration;

 

d)                                      You have had a minimum of twenty-one (21) days to review and consider this Agreement and all exhibits;

 

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e)                                       If you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the twenty-one (21) day consideration period provided for in Paragraph 13(d) above has expired.

 

f)                                        You and the Company agree that changes to the Company’s offer contained in this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above;

 

g)                                       You have a right to revoke this Agreement or the Release by notifying the undersigned Company representative in writing, via hand delivery, facsimile or electronic mail, within seven (7) days of your execution of this Agreement or the Release, respectively, and the Agreement and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively;

 

h)                                      In exchange for your waivers, releases and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that you are receiving pursuant to this Agreement and all exhibits exceed any payment, benefit or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

 

i)                                          No promise or inducement has been offered to you, except as expressly set forth herein, and you are not relying upon any such promise or inducement in entering into this Agreement.  Your employment remains at-will and this Agreement does not confer upon you any right or obligation to continue in the employ of the Company for any period of time.

 

14.                                Revocation by the Company .  You agree that if you fail to execute and return this Agreement to the Company within the time specified herein for your review and consideration, the promises and agreements made by the Company herein will be revoked.

 

15.                                Section 409A .  This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the corresponding Treasury Regulations and other guidance promulgated or issued thereunder (“ Section 409A ”) or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A, to the extent applicable.  For purposes of Section 409A, all payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of such term under Section 409A, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.  In no event shall you, directly or indirectly, designate the calendar year of payment of any Severance paid hereunder.  All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A.  Notwithstanding the foregoing, the Company does not make any representation to you that the Severance paid hereunder is exempt from or satisfy the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify you (or any of your beneficiaries) or hold you (or any of your beneficiaries) harmless for any tax, additional tax, interest or penalties that you or any of your beneficiaries may incur in the event that any provision of this Agreement, or any

 

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amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

 

16.                                Miscellaneous .

 

a)                                      Entire Agreement .  This Agreement, including all exhibits, sets forth the entire agreement between you and the Company and replaces any other oral or written agreement between you and the Company relating to the subject matter of this Agreement and Exhibit A, except for your prior obligations of confidentiality as provided for in Paragraph 10 above, which shall continue in full force and effect.

 

b)                                      Governing Law .  This Agreement, shall be construed, performed, enforced and in all respects governed in accordance with the laws of the State of New Jersey, without giving effect to the principles of conflicts of law thereof.  Additionally, all disputes arising from or related to this Agreement and/or exhibits shall be brought in a state or federal court situated in the State of New Jersey, Mercer County, and the parties hereby expressly consent to the jurisdiction of such courts for all purposes related to resolving such disputes.

 

c)                                       Severability .  Except for the provisions in Paragraph 3, should any provision of this Agreement, including any exhibit, be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted.  In the event that the provisions in Paragraph 3 are held to be void or unenforceable in whole or in part, the Company shall have the option in its sole discretion to sever such provisions and the remaining provisions shall remain in full force and effect or to cancel the Agreement in its entirety.  In the event that the Company cancels the Agreement in its entirety, it shall be null and void and the Company shall have no obligations to provide the payments and benefits under this Agreement and you shall be obligated to repay any payments or benefits previously provided.

 

d)                                      Amendments .  This Agreement may not be modified or amended, except upon the express written consent of both you and the Company.

 

e)                                       Breach .  You acknowledge that if you breach your commitments to the Company agreed upon in Paragraphs 4, 5, 7, 8, 9, 10 and/or 11, you will forfeit the Severance set forth in Section II of Exhibit A and be subject to suit by the Company for damages and equitable relief relating to such breach.

 

f)                                        Waiver .  A waiver by either party hereto of a breach of any term or provision of the Agreement, including all exhibits, shall not be construed as a waiver of any subsequent breach.

 

g)                                       Effective Date .  This Agreement shall become effective upon your execution below and the expiration of the 7-day revocation period provided for in Paragraph 13(g) without revocation by you.  However, you will not receive the Severance set forth in Section II of Exhibit A unless and until you execute the Release and the seven (7) day revocation period provided for in Paragraph 13(g) has expired without revocation by you.

 

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If the above accurately states our agreement, including the separation, waiver and release, kindly sign below and return this original Agreement to me by no later than May 5, 2019.  I will sign it and return a copy to you.

 

 

Sincerely,

 

 

 

INSMED, INC.

 

 

 

 

 

 

By:

/s/ William H. Lewis

 

William H. Lewis

 

President & CEO

 

 

 

 

Date:

May 3, 2019

 

 

 

UNDERSTOOD, AGREED TO

 

AND ACCEPTED WITH THE

 

INTENTION TO BE LEGALLY BOUND:

 

 

 

/s/ Paolo Tombesi

 

Paolo Tombesi

 

 

 

Date:

May 3, 2019

 

Enclosures

 

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EXHIBIT A

 

NAME: Paolo Tombesi

 

Section I                                                SUMMARY OF PAYMENTS AND BENEFITS.

 

1.                                       Regardless of whether you sign the attached letter agreement and general release dated May   , 2019 (the “Agreement”):

 

(a)                                  You will be paid at your current rate through June 2, 2019.

 

(b)                                  Your coverage under the Company’s group medical, dental, and vision insurance programs will cease as of June 30, 2019.  However, in accordance with the rules of COBRA, you may elect to continue health insurance coverage for yourself and your dependents for a period of up to 18 months at your own expense (this period may be longer or shorter in some cases, as described in the COBRA notice that will be provided separately).  You have 60 days from the date when your insurance terminates to make this election.  If you wish to elect this coverage you must complete the paperwork provided to you by Wage Works within 60 days of coverage termination date.  If you do not elect COBRA coverage, your health insurance coverage will terminate on June 30, 2019.

 

Section II                                           SUMMARY OF SEVERANCE PAYMENTS AND BENEFITS.

 

1.                                       Provided that you execute and return the Agreement on or before 21 days after your receipt of this Agreement  and the release (the “Release) attached as Exhibit B (which must be executed no earlier than the close of business on the Termination Date (June 2, 2019) and no later than five (5) days after the Termination Date), and do not revoke your acceptance of the Agreement or the Release during the seven-day revocation period, as provided in Paragraph 13(g), and in consideration for your waiver and release in Paragraph 3(a) of the Agreement, in addition to the benefits described in Section I of this Exhibit A:

 

(a)                                  You will receive severance pay as follows:

 

(i)                                      An amount equal to twelve (12) months’ salary at your current rate, paid in twenty-four equal semi-monthly installments over a 12-month period, in accordance with the Company’s usual payroll practices, beginning with the first regularly scheduled payroll date that occurs more than thirty (30) days following your execution of the Agreement and the expiration of the revocation period without revocation by you.

 

(b)                                  Should you choose to elect healthcare coverage under COBRA, the Company will pay the cost for COBRA coverage equivalent to your current coverage, minus the employee contributions required of active employees, through May 31, 2020 (or, if less, for the duration of time that such COBRA coverage is available to you).   Please note that the full terms and conditions of your benefits coverage can only be determined by reviewing the

 

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applicable plan documents, which shall control in all cases.  Any benefits in excess of those to which you are already entitled shall only be provided upon the expiration of the 7-day revocation period provided for under Paragraph 13(g) of the Agreement, without revocation by you.

 

(c)                                   The Pro-Rata Bonus, as that term is defined in your Employment Agreement, payable within 2 ½ months following the end of fiscal year 2019.

 

(d)                                  Accelerated vesting, as of June 2, 2019, of any equity (options and restricted stock units) that would have otherwise vested within six (6) months of the Termination Date.

 

The payments provided for under Section II above constitute “Severance.”  It is understood that the Company will not make any 401(k) deductions or other benefit deductions from Severance.  The Company shall withhold all applicable state and federal tax from all payments made pursuant to Section II, above.

 

If you have any questions on your Benefit Plans, please call David Benadon at (908-947-4244) or via e-mail at David.Benadon@insmed.com.

 

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EXHIBIT B

 

Agreement and Release

 

In consideration of the Severance set forth in Exhibit A, Section II of the letter of agreement and general release  dated May   , 2019 (the “Agreement”), you agree that, to the fullest extent permitted by law you waive, release and forever discharge the Company and each of its parents, subsidiaries, affiliates, predecessors, and successor corporations and business entities, past, present and future, and its and their agents, directors, officers, employees, shareholders, insurers and reinsurers, and employee benefit plans (and the trustees, administrators, fiduciaries, insurers, and reinsurers of such plans) past, present and future, and their heirs, executors, administrators, predecessors, successors, and assigns (collectively the “Company Releasees”) from any and all claims, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief from the Company Releasees, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local constitution, statute, regulation, ordinance, or common law, which you now have, ever have had, or may hereafter have from the beginning of time until the date you execute this Agreement, including but not limited to any claims arising out of or relating in any way to your employment relationship with the Company or the Company Releasees or other associations with the Company or the Company Releasees or any termination thereof.  Without limiting the generality of the foregoing, this waiver, release, and discharge includes any claim or right based upon or arising under any federal, state or local fair employment practices or equal opportunity laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (“ERISA”) (excepting claims for vested pension benefits, to the extent such vested benefits may exist), the Americans with Disabilities Act (“ADA”), 42 U.S.C. § 12101, et seq., the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq., the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act of 1993 (“FMLA”), 29 U.S.C. § 2601 et seq., the New Jersey Law Against Discrimination, N.J. Stat. § 10:5 1 et seq. (“NJLAD”), the Conscientious Employee Protection Act, N.J. Stat. Ann. § 34:19 1 et seq. (“CEPA”), the New Jersey Family Leave Act (“NJFLA”), N.J. Stat. Ann. § 34:11B-1 et seq., the New Jersey Constitution, the common law of the State of New Jersey (including, but not limited to, “Pierce claims”), the New Jersey wage and hour laws, and any and all other federal, state, county, or local common laws, statutes, ordinances, or regulations, including, without limitation, claims of unlawful discharge, retaliation, breach of contract, quantum meruit, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, or claims for additional compensation or benefits from any Company Releasee arising out of your employment or the termination therefrom, and any claims for attorneys’ fees and costs.

 

Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting:  (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any claim or right that may arise after the execution of this Agreement; or (v) any claim or right you may have under this Agreement.

 

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a.               In addition, nothing herein shall prevent you from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”) or similar federal or state agency or your ability to participate in any investigation or proceeding conducted by such agency; provided, however, that pursuant to Paragraph 3(a), you are waiving any right to recover monetary damages or any other form of personal relief from any Company Releasee in connection with any such charge, complaint, investigation or proceeding. To the extent you receive any personal or monetary relief from any Company Releasee in connection with any such charge, complaint, investigation or proceeding, the Company will be entitled to an offset for the payments made pursuant to Exhibit A of the Agreement.

 

You hereby acknowledge that:

 

b.               The Company hereby advises you to consult with an attorney before signing this Release;

 

c.                You have obtained independent legal advice from an attorney of your own choice with respect to this Release and all exhibits or you have knowingly and voluntarily chosen not to do so;

 

d.               You freely, voluntarily and knowingly entered into this Release after due consideration;

 

e.                You have had a minimum of twenty-one (21) days to review and consider this Release and all exhibits;

 

f.                 If you knowingly and voluntarily choose to do so, you may accept the terms of this Release before the twenty-one (21) day consideration period provided for in Paragraph 13(d) above has expired.

 

g.                You and the Company agree that changes to the Company’s offer contained in this Release, whether material or immaterial, will not restart the twenty-one (21) day consideration period provided for in Paragraph 13(d) above;

 

h.               You have a right to revoke this Release by notifying the undersigned Company representative in writing, via hand delivery, facsimile or electronic mail, within seven (7) days of your execution of this Release, respectively, and the Release shall not become effective or enforceable until the expiration of this 7-day period, respectively;

 

i.                   In exchange for your waivers, releases and commitments set forth herein, including your waiver and release of all claims arising under the Age Discrimination in Employment Act, the payments, benefits and other considerations that you are receiving pursuant to this Release and all exhibits exceed any payment, benefit or other thing of value to which you would otherwise be entitled, and are just and sufficient consideration for the waivers, releases and commitments set forth herein; and

 

j.                  No promise or inducement has been offered to you, except as expressly set forth herein or in the Agreement, and you are not relying upon any such promise or inducement in entering into this Release.

 

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I UNDERSTAND AND ACKNOWLEDGE THAT I SHALL EXECUTE THIS EXHIBIT B NO EARLIER THAN THE CLOSE OF BUSINESS ON MY TERMINATION DATE WITH THE COMPANY, AND NOT LATER THAN FIVE (5) DAYS AFTER MY TERMINATION DATE OF JUNE 2, 2019.

 

UNDERSTOOD, AGREED AND ACCEPTED WITH THE INTENTION TO BE LEGALLY BOUND:

 

 

 

Paolo Tombesi

 

 

 

 

Date:

 

 

 

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Exhibit 99.1

 

 

Insmed Reports First Quarter 2019 Financial Results and Provides Business Update

 

—ARIKAYCE ® (amikacin liposome inhalation suspension) U.S. Net Product Sales $21.0 Million for the First Quarter of 2019—

 

—Company Raises Full-Year 2019 ARIKAYCE Revenue Guidance to Range of $90 Million to $105 Million—

 

BRIDGEWATER, N.J., May 7, 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 reported financial results for the first quarter ended March 31, 2019 and provided a business update.

 

“We are very excited about the progress this quarter with the U.S. launch of ARIKAYCE ® (amikacin liposome inhalation suspension), the first and only FDA-approved treatment for patients with refractory MAC lung disease, including steady increases in new patients and prescribers, strong anecdotal feedback from the MAC lung disease community, and positive payer trends,” commented Will Lewis, Chairman and Chief Executive Officer of Insmed. “In line with our strategic priorities, we are continuing to work with the FDA on the design of a post-marketing confirmatory study of ARIKAYCE, which is required for the full U.S. approval of ARIKAYCE and will be conducted in a frontline setting; continuing our global expansion to support potential regulatory filings for ARIKAYCE in Europe and Japan; and building and advancing a promising pipeline with the potential to bring much-needed therapies to patients with serious and rare diseases.”

 

First Quarter 2019 Financial Results

 

·                   Total revenue for the first quarter ended March 31, 2019 was $21.9 million, comprising U.S. net sales of $21.0 million and ex-U.S. net sales of $0.9 million. The ex-U.S. net product sales include $0.8 million from the Temporary Authorization for Use (Autorisation Temporaire d’Utilisation or ATU) program in France and $0.1 million from the named patient program in Germany, both compassionate use programs.

·                   Cost of product revenues (excluding amortization of intangible assets) was $4.2 million for the first quarter of 2019.

·                   Research and development expenses were $31.2 million for the first quarter of 2019, compared with $30.1 million for the first quarter of 2018.

·                   Selling, general and administrative expenses for the first quarter of 2019 were $54.8 million, compared with $32.7 million for the first quarter of 2018. The increase was primarily due to an increase in headcount, including the hiring of our field force, and

 

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higher expenses related to commercial activities for ARIKAYCE, including non-branded disease awareness, patient support activities, and field operations.

·                   For the first quarter of 2019, Insmed reported a net loss of $74.2 million, or $0.96 per share, compared with a net loss of $68.5 million, or $0.89 per share, for the first quarter of 2018.

 

Recent Corporate Developments & Program Highlights

 

Strong Start to U.S. ARIKAYCE Launch

 

ARIKAYCE was granted accelerated approval by the U.S. Food and Drug Administration (FDA) on September 28, 2018, for the treatment of refractory Mycobacterium avium complex (MAC) lung disease as part of a combination antibacterial drug regimen for adult patients who have limited or no alternative treatment options.

 

The Company expects to complete the design and protocol of the confirmatory clinical study during the first half of 2019 required for the full U.S. approval of ARIKAYCE by the FDA, which is intended to support the use of ARIKAYCE in a front-line setting for patients with MAC lung disease.

 

Data from Phase 3 CONVERT Study Accepted as Late-Breaker at ATS

 

Insmed announced in April that data on the sustainability and durability of culture conversion from the Phase 3 CONVERT Study of ARIKAYCE will be presented in a late-breaking oral session at the American Thoracic Society (ATS) International Conference on May 20, 2019. Additional data on ARIKAYCE as well as on Insmed’s pipeline candidates will also be presented at the meeting, taking place May 17-22 in Dallas.

 

Additional U.S. Patent Granted for ARIKAYCE

 

In April, the U.S. Patent and Trademark Office issued its 10 th  patent to Insmed for ARIKAYCE in MAC lung disease. The claims of the patent relate in part to methods for treating MAC lung disease via administration of ARIKAYCE to patients previously unresponsive to MAC therapy. This is the second U.S. patent for ARIKAYCE that provides intellectual property protection through 2035.

 

Global Expansion Under Way

 

Insmed is continuing its global expansion efforts to support potential regulatory filings for ARIKAYCE in Europe in mid-2019 and in Japan in the first half of 2020. The Company has hired Neil Hughes as Head of Europe, Middle East and Africa, effective June 1, to advance our launch preparations in Europe. Mr. Hughes joins Insmed from Shire, where he most recently served as general manager of endocrinology.

 

The Company is also progressing with the buildout of its new, state-of-the-art corporate headquarters in Bridgewater, NJ, with an anticipated move during the second half of 2019.

 

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Insmed continues to invest in the buildout of an additional third-party manufacturing facility with Patheon UK Limited to increase the long-term production capacity for ARIKAYCE commercial inventory.

 

Enrollment Target Reached for WILLOW Study

 

Insmed has reached its enrollment target of 240 patients in the six-month Phase 2 WILLOW study of INS1007 for patients with non-CF bronchiectasis. The Company also plans to advance INS1007 into Phase 2 trials for the potential treatment of granulomatosis with polyangiitis (GPA).

 

Financial Guidance and Balance Sheet

 

As of March 31, 2019, Insmed had cash and cash equivalents of $420.2 million. The Company’s total costs and expenses for the first quarter of 2019 were $91.4 million, compared with total costs and expenses for the first quarter of 2018 of $62.8 million. The cash-based operating expenses for the first quarter of 2019 were $78.0 million, compared with cash-based operating expenses for the first quarter of 2018 of $56.3 million.

 

The Company now expects full-year 2019 revenues for ARIKAYCE to be in the range of $90 million to $105 million.

 

The Company plans to continue to invest in the following key activities in 2019:

 

(i)                                      continued support of the U.S. launch and commercialization of ARIKAYCE;

(ii)                                   clinical trials including (a) the ARIKAYCE post-marketing confirmatory study, which will be conducted in a front-line setting, (b) the six-month Phase 2 WILLOW study of INS1007 in patients with non-CF bronchiectasis, and (c) the advancement of other pipeline programs including INS1009 and our earlier-stage research pipeline;

(iii)                                global expansion in Europe and Japan to support potential regulatory filings and pre-commercial activities in those regions; and

(iv)                               buildout of an additional third-party manufacturing facility to increase long-term production capacity for ARIKAYCE and a new corporate headquarters facility.

 

As a result of these activities, Insmed continues to expect cash-based operating expenses to be in the range of $150 million to $170 million for the first half of 2019. In addition, the Company expects capital expenditures, including spend related to the buildout of a new corporate headquarters facility as well as payments classified within other assets for the future right-of-use asset related to the buildout of an additional third-party manufacturing facility, to be in the range of $25 million to $35 million for the first half of 2019.

 

Conference Call

 

Insmed will host a conference call beginning today at 8:30 AM Eastern Time.  Shareholders and other interested parties may participate in the conference call by dialing 1-888-317-6003

 

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(domestic) or 1-412-317-6061 (international) and referencing conference ID number 6243203. The call will also be webcast live on the Company’s website at www.insmed.com.

 

A replay of the conference call will be accessible approximately one hour after its completion through May 14, 2019 by dialing 1-877-344-7529 (domestic) or 1-412-317-0088 (international) and referencing replay access code 10131112. A webcast of the call will also be archived for 90 days under the Investor Relations section of the Company’s website at www.insmed.com.

 

Non-GAAP Financial Measures

 

In addition to the U.S. generally accepted accounting principles (GAAP) results, this earnings release includes cash-based operating expenses, a non-GAAP financial measure, which Insmed defines as total costs and expenses excluding cost of product revenues, stock-based compensation expense, depreciation and amortization of intangibles. A reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure is presented in the table attached to this press release.

 

Management believes that this non-GAAP financial measure is useful to both management and investors in analyzing our ongoing business and operating performance. Management believes that providing this non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view our financial results in the way that management views financial results.  Management does not intend the presentation of this non-GAAP financial measure to be considered in isolation or as a substitute for results prepared in accordance with GAAP. In addition, this non-GAAP financial measure may differ from similarly named measures used by other companies.

 

About MAC Lung Disease

 

Mycobacterium avium complex (MAC) lung disease is a rare and serious disorder that can significantly increase morbidity and mortality. Patients with MAC lung disease can experience a range of symptoms that often worsen over time, including chronic cough, dyspnea, fatigue, fever, weight loss, and chest pain. In some cases, MAC lung disease can cause severe, even permanent damage to the lungs, and can be fatal.

 

MAC lung disease is an emerging public health concern worldwide with significant unmet needs. Current guideline-based treatment involves the use of multi-drug regimens that are not specifically approved for MAC lung disease. The course of treatment is often two years or more and is inadequate in treating the disease in many patients.

 

About ARIKAYCE ®  (amikacin liposome inhalation suspension)

 

ARIKAYCE is the first and only FDA-approved therapy indicated 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. ARIKAYCE is a novel, inhaled, once-daily formulation of amikacin, an established antibiotic that was historically administered intravenously and associated with severe toxicity to hearing, balance, and kidney

 

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function. Insmed’s proprietary PULMOVANCE™ liposomal technology enables the delivery of amikacin directly to the lungs, where liposomal amikacin is taken up by lung macrophages where the infection resides. This approach prolongs the release of amikacin in the lungs while limiting systemic exposure. ARIKAYCE is administered once daily using the Lamira ® Nebulizer System manufactured by PARI Pharma GmbH (PARI).

 

About PARI Pharma and the Lamira Nebulizer System

 

ARIKAYCE ®  (amikacin liposome inhalation suspension) is delivered by a novel inhalation device, the Lamira Nebulizer System, developed by PARI. Lamira is a quiet, portable nebulizer that enables efficient aerosolization of liquid medications, including liposomal formulations such as ARIKAYCE, via a vibrating, perforated membrane. Based on PARI’s 100-year history working with aerosols, PARI is dedicated to advancing inhalation therapies by developing innovative delivery platforms and new pharmaceutical formulations that work together to improve patient care.

 

IMPORTANT SAFETY INFORMATION

 

WARNING: RISK OF INCREASED RESPIRATORY ADVERSE REACTIONS

 

ARIKAYCE has been associated with an increased risk of respiratory adverse reactions, including hypersensitivity pneumonitis, hemoptysis, bronchospasm, and exacerbation of underlying pulmonary disease that have led to hospitalizations in some cases.

 

Hypersensitivity Pneumonitis  has been reported with the use of ARIKAYCE in the clinical trials. Hypersensitivity pneumonitis (reported as allergic alveolitis, pneumonitis, interstitial lung disease, allergic reaction to ARIKAYCE) was reported at a higher frequency in patients treated with ARIKAYCE plus background regimen (3.1%) compared to patients treated with a background regimen alone (0%). Most patients with hypersensitivity pneumonitis discontinued treatment with ARIKAYCE and received treatment with corticosteroids. If hypersensitivity pneumonitis occurs, discontinue ARIKAYCE and manage patients as medically appropriate .

 

Hemoptysis  has been reported with the use of ARIKAYCE in the clinical trials. Hemoptysis was reported at a higher frequency in patients treated with ARIKAYCE plus background regimen (17.9%) compared to patients treated with a background regimen alone (12.5%). If hemoptysis occurs, manage patients as medically appropriate .

 

Bronchospasm  has been reported with the use of ARIKAYCE in the clinical trials. Bronchospasm (reported as asthma, bronchial hyperreactivity, bronchospasm, dyspnea, dyspnea exertional, prolonged expiration, throat tightness, wheezing) was reported at a higher frequency in patients treated with ARIKAYCE plus background regimen (28.7%) compared to patients treated with a background regimen alone (10.7 %). If bronchospasm occurs during the use of ARIKAYCE, treat patients as medically appropriate .

 

Exacerbations of underlying pulmonary disease  has been reported with the use of ARIKAYCE in the clinical trials. Exacerbations of underlying pulmonary disease (reported as

 

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chronic obstructive pulmonary disease (COPD), infective exacerbation of COPD, infective exacerbation of bronchiectasis) have been reported at a higher frequency in patients treated with ARIKAYCE plus background regimen (14.8%) compared to patients treated with background regimen alone (9.8%) .  If exacerbations of underlying pulmonary disease occur during the use of ARIKAYCE, treat patients as medically appropriate .

 

Ototoxicity  has been reported with the use of ARIKAYCE in the clinical trials. Ototoxicity (including deafness, dizziness, presyncope, tinnitus, and vertigo) were reported with a higher frequency in patients treated with ARIKAYCE plus background regimen (17 %) compared to patients treated with background regimen alone (9.8%). This was primarily driven by tinnitus (7.6% in ARIKAYCE plus background regimen vs 0.9% in the background regimen alone arm) and dizziness (6.3% in ARIKAYCE plus background regimen vs 2.7% in the background regimen alone arm). Closely monitor patients with known or suspected auditory or vestibular dysfunction during treatment with ARIKAYCE. If ototoxicity occurs, manage patients as medically appropriate, including potentially discontinuing ARIKAYCE.

 

Nephrotoxicity  was observed during the clinical trials of ARIKAYCE in patients with MAC lung disease but not at a higher frequency than background regimen alone. Nephrotoxicity has been associated with the aminoglycosides. Close monitoring of patients with known or suspected renal dysfunction may be needed when prescribing ARIKAYCE.

 

Neuromuscular Blockade : Patients with neuromuscular disorders were not enrolled in ARIKAYCE clinical trials. Patients with known or suspected neuromuscular disorders, such as myasthenia gravis, should be closely monitored since aminoglycosides may aggravate muscle weakness by blocking the release of acetylcholine at neuromuscular junctions.

 

Embryo-Fetal Toxicity : Aminoglycosides can cause fetal harm when administered to a pregnant woman.  Aminoglycosides, including ARIKAYCE, may be associated with total, irreversible, bilateral congenital deafness in pediatric patients exposed  in utero . Patients who use ARIKAYCE during pregnancy, or become pregnant while taking ARIKAYCE should be apprised of the potential hazard to the fetus.

 

Contraindications : ARIKAYCE is contraindicated in patients with known hypersensitivity to any aminoglycoside.

 

Most Common Adverse Reactions : The most common adverse reactions in Trial 1 at an incidence > 5% for patients using ARIKAYCE plus background regimen compared to patients treated with background regimen alone were dysphonia (47% vs 1%), cough (39% vs 17%), bronchospasm (29% vs 11%), hemoptysis (18% vs 13%), ototoxicity (17% vs 10%), upper airway irritation (17% vs 2%), musculoskeletal pain (17% vs 8%), fatigue and asthenia (16% vs 10%), exacerbation of underlying pulmonary disease (15% vs 10%), diarrhea (13% vs 5%), nausea (12% vs 4%), pneumonia (10% vs 8%), headache (10% vs 5%), pyrexia (7% vs 5%), vomiting (7% vs 4%), rash (6% vs 2%), decreased weight (6% vs 1%), change in sputum (5% vs 1%), and chest discomfort (5% vs 3%).

 

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Drug Interactions : Avoid concomitant use of ARIKAYCE with medications associated with neurotoxicity, nephrotoxicity, and ototoxicity. Some diuretics can enhance aminoglycoside toxicity by altering aminoglycoside concentrations in serum and tissue. Avoid concomitant use of ARIKAYCE with ethacrynic acid, furosemide, urea, or intravenous mannitol.

 

Overdosage : Adverse reactions specifically associated with overdose of ARIKAYCE have not been identified. Acute toxicity should be treated with immediate withdrawal of ARIKAYCE, and baseline tests of renal function should be undertaken. Hemodialysis may be helpful in removing amikacin from the body. In all cases of suspected overdosage, physicians should contact the Regional Poison Control Center for information about effective treatment.

 

INDICATION

 

LIMITED POPULATION: ARIKAYCE ®  is indicated in adults, who have limited or no alternative treatment options, for the treatment of  Mycobacterium avium  complex (MAC) lung disease as part of a combination antibacterial drug regimen in patients who do not achieve negative sputum cultures after a minimum of 6 consecutive months of a multidrug background regimen therapy. As only limited clinical safety and effectiveness data for ARIKAYCE are currently available, reserve ARIKAYCE for use in adults who have limited or no alternative treatment options This drug is indicated for use in a limited and specific population of patients.

 

This indication is approved under accelerated approval based on achieving sputum culture conversion (defined as 3 consecutive negative monthly sputum cultures) by Month 6. Clinical benefit has not yet been established. Continued approval for this indication may be contingent upon verification and description of clinical benefit in confirmatory trials .

 

Limitation of Use ARIKAYCE has only been studied in patients with refractory MAC lung disease defined as patients who did not achieve negative sputum cultures after a minimum of 6 consecutive months of a multidrug background regimen therapy. The use of ARIKAYCE is not recommended for patients with non-refractory MAC lung disease.

 

Patients are encouraged report negative side effects of prescription drugs to the FDA. Visit  www.fda.gov/medwatch , or call 1 (800) FDA 1088. You can also call the Company at 1 (844) 4 INSMED.

 

Please see Full Prescribing Information.

 

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

 

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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.

 

Forward-looking Statements

 

This press release contains forward-looking statements that involve substantial risks and uncertainties. “Forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” “continues,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) may identify forward-looking statements.

 

The forward-looking statements in this press release are based upon the Company’s current expectations and beliefs, and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements or timing discussed, projected, anticipated or indicated in any forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: failure to successfully commercialize or maintain U.S. approval for ARIKAYCE, the Company’s only approved product; uncertainties in the degree of market acceptance of ARIKAYCE by physicians, patients, third-party payers and others in the healthcare community; the Company’s inability to obtain full approval of ARIKAYCE from the FDA, including the risk that the Company will not successfully complete the confirmatory post-marketing study required for full approval; inability of the Company, PARI or the Company’s other third party manufacturers to comply with regulatory requirements related to ARIKAYCE or the Lamira ®  Nebulizer System; the Company’s inability to obtain adequate reimbursement from government or third-party payers for ARIKAYCE or acceptable prices for ARIKAYCE; development of unexpected safety or efficacy concerns related to ARIKAYCE; inaccuracies in the Company’s estimates of the size of the potential markets for ARIKAYCE or in data the Company has used to identify physicians, expected rates of patient uptake, duration of expected treatment, or expected patient adherence or discontinuation rates; the Company’s inability to create an effective direct sales and marketing infrastructure or to partner with third parties that offer such an infrastructure for distribution of ARIKAYCE; failure to obtain regulatory approval to expand ARIKAYCE’s indication to a broader patient population; failure to successfully conduct future clinical trials for ARIKAYCE and the Company’s product candidates, including due to the Company’s limited experience in conducting preclinical development activities and clinical trials necessary for regulatory approval and the Company’s inability to enroll or retain sufficient patients to complete the trials or generate data necessary for regulatory approval; risks that the Company’s clinical studies will be delayed or that serious side effects will be identified during drug development; failure to obtain regulatory approvals for ARIKAYCE outside the U.S. or for the Company’s product candidates in the U.S., Europe, Japan or other markets; failure of third parties on which the Company is dependent to manufacture sufficient quantities of ARIKAYCE or the Company’s product candidates for commercial or clinical needs, to conduct the Company’s clinical trials, or to

 

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comply with laws and regulations that impact the Company’s business or agreements with the Company; the Company’s inability to attract and retain key personnel or to effectively manage the Company’s growth; the Company’s inability to adapt to its highly competitive and changing environment; the Company’s inability to adequately protect its intellectual property rights or prevent disclosure of its trade secrets and other proprietary information and costs associated with litigation or other proceedings related to such matters; restrictions or other obligations imposed on the Company by its agreements related to ARIKAYCE or our drug candidates, including its license agreements with PARI and AstraZeneca AB, and failure of the Company to comply with its obligations under such agreements; the cost and potential reputational damage resulting from litigation to which the Company is or may become a party, including product liability claims; limited experience operating internationally; changes in laws and regulations applicable to the Company’s business and failure to comply with such laws and regulations; inability to repay the Company’s existing indebtedness and uncertainties with respect to the Company’s ability to access future capital; and delays in the execution of plans to build out and move into the leased space at the Company’s new headquarters and to build out an additional third-party manufacturing facility and unexpected expenses associated with those plans.

 

The Company may not actually achieve the results, plans, intentions or expectations indicated by the Company’s forward-looking statements because, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information about the risks and uncertainties that may affect the Company’s business, please see the factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and any subsequent Company filings with the Securities and Exchange Commission.

 

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation, except as specifically required by law and the rules of the Securities and Exchange Commission, to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

 

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Financial Statements and Reconciliation Follow

 

INSMED INCORPORATED

Consolidated Statements of Net Loss

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2018

 

 

 

 

 

 

 

Revenues, net

 

$

21,902

 

$

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

Cost of product revenues (excluding amortization of intangible assets)

 

4,150

 

 

Research and development

 

31,203

 

30,098

 

Selling, general and administrative

 

54,810

 

32,653

 

Amortization of intangible assets

 

1,248

 

 

Total costs and expenses

 

91,411

 

62,751

 

 

 

 

 

 

 

Operating loss

 

(69,509

)

(62,751

)

 

 

 

 

 

 

Investment income

 

2,416

 

2,040

 

Interest expense

 

(6,726

)

(5,642

)

Loss on extingushment of debt

 

 

(2,209

)

Other (expense) income, net

 

(119

)

86

 

Loss before income taxes

 

(73,938

)

(68,476

)

 

 

 

 

 

 

Provision for income taxes

 

215

 

48

 

 

 

 

 

 

 

Net loss

 

$

(74,153

)

$

(68,524

)

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.96

)

$

(0.89

)

 

 

 

 

 

 

Weighted average basic and diluted common shares outstanding

 

77,541

 

76,619

 

 

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INSMED INCORPORATED

Consolidated Balance Sheets

(in thousands, except par value and share data)

 

 

 

As of

 

As of

 

 

 

March 31, 2019

 

December 31, 2018

 

 

 

(Unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

420,231

 

$

495,072

 

Accounts receivable

 

9,347

 

5,515

 

Inventory

 

12,682

 

7,032

 

Prepaid expenses and other current assets

 

12,372

 

11,327

 

Total current assets

 

454,632

 

518,946

 

 

 

 

 

 

 

Intangibles, net

 

57,427

 

58,675

 

Fixed assets, net

 

27,933

 

22,636

 

Right-of-use assets

 

44,609

 

 

Other assets

 

11,314

 

4,299

 

Total assets

 

$

595,915

 

$

604,556

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

30,223

 

$

17,741

 

Accrued expenses

 

38,317

 

38,254

 

Accrued compensation

 

16,271

 

22,208

 

Lease liabilities

 

9,359

 

 

Other current liabilities

 

82

 

1,529

 

Total current liabilities

 

94,252

 

79,732

 

 

 

 

 

 

 

Debt, long-term

 

321,313

 

316,558

 

Long-term lease liabilities

 

35,709

 

 

Other long-term liabilities

 

504

 

 

Total liabilities

 

451,778

 

396,290

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value; 500,000,000 authorized shares, 77,596,384 and 77,307,521 issued and outstanding shares at March 31, 2019 and December 31, 2018, respectively

 

776

 

773

 

Additional paid-in capital

 

1,499,646

 

1,489,664

 

Accumulated deficit

 

(1,356,315

)

(1,282,162

)

Accumulated other comprehensive income (loss)

 

30

 

(9

)

Total shareholders’ equity

 

144,137

 

208,266

 

Total liabilities and shareholders’ equity

 

$

595,915

 

$

604,556

 

 

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INSMED INCORPORATED

Reconciliation of GAAP to Non-GAAP Results

(in thousands)

(unaudited)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

2018

 

 

 

 

 

 

 

Total costs and expenses - GAAP

 

$

91,411

 

$

62,751

 

Cost of product revenues (excluding amortization of intangible assets)

 

(4,150

)

 

Stock-based compensation expense

 

(6,936

)

(5,674

)

Depreciation

 

(1,069

)

(769

)

Amortization of intangibles

 

(1,248

)

 

Cash-based operating expenses - Non-GAAP

 

$

78,008

 

$

56,308

 

 

Contact:

 

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

 

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