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): June 25, 2019
INSMED INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Virginia |
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000-30739 |
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54-1972729 |
(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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10 Finderne Avenue, Building 10
Bridgewater, New Jersey 08807
(Address of Principal Executive Offices, and Zip Code)
(908) 977-9900
Registrants 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))
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 |
Common Stock, par value $0.01 per share |
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INSM |
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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).
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 8.01 Other Events.
As previously announced, Insmed Incorporated (the Company) and William H. Lewis, Chairman and Chief Executive Officer of the Company (the Selling Shareholder), entered into an Underwriting Agreement, dated May 21, 2019 (the Underwriting Agreement), with Morgan Stanley & Co. LLC, SVB Leerink LLC and Goldman Sachs & Co. LLC, as managers of the underwriters named in Schedule I thereto (the Underwriters), pursuant to which, subject to satisfaction of the conditions set forth therein, (1) the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, 9,615,385 shares (the Company Firm Shares) of common stock, par value $0.01 per share, of the Company (the Common Stock), and (2) the Company granted the Underwriters an option to purchase up to an additional 1,042,307 shares of Common Stock (the Additional Company Shares) and the Selling Shareholder granted the Underwriters an option to purchase up to 400,000 shares of Common Stock (the Selling Shareholder Shares, together with the Additional Company Shares, the Additional Shares). The Underwriters options to purchase Additional Shares were exercisable within 30 days after May 21, 2019.
The offering of the Company Firm Shares pursuant to the Underwriting Agreement closed on May 24, 2019. On June 20, 2019, the Underwriters exercised their options to purchase all of the Additional Shares. The net proceeds to the Company from the sale of the Additional Company Shares, after deducting underwriting discounts and commissions but before expenses, are expected to be approximately $25.6 million. The Company will not receive any proceeds from the sale of the Selling Shareholder Shares.
The legal opinion of Hunton Andrews Kurth LLP relating to the Additional Shares being offered is filed herewith as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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5.1 |
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23.1 |
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Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1). |
EXHIBIT INDEX
Exhibit |
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Description |
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5.1 |
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23.1 |
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Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1). |
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: June 25, 2019 |
INSMED INCORPORATED |
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By: |
/s/ Christine Pellizzari |
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Name: |
Christine Pellizzari |
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Title: |
Chief Legal Officer |
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HUNTON ANDREWS KURTH LLP
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FILE NO: 058036.0000021 |
June 25, 2019
Insmed Incorporated
10 Finderne Avenue, Building 10
Bridgewater, New Jersey 08807
Insmed Incorporated
Public Offering of 1,442,307 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special Virginia counsel to Insmed Incorporated, a Virginia corporation (the Company), in connection with (a) the Companys issuance and sale of 1,042,307 shares (the Company Shares) and (b) the sale by William H. Lewis, as a selling shareholder (the Selling Shareholder) of 400,000 shares (the Selling Shareholder Shares) of the Companys common stock, par value $0.01 per share, pursuant to (i) the Registration Statement on Form S-3 (File No. 333-218118) filed by the Company with the Securities and Exchange Commission (the Commission) on May 19, 2017 pursuant to the Securities Act of 1933, as amended (the Securities Act), as amended by Post-Effective Amendment No. 1 thereto, filed with the Commission on January 22, 2018 (as so amended, the Registration Statement), and (ii) the prospectus, dated January 22, 2018, contained in the Registration Statement and the prospectus supplement thereto, dated May 21, 2019 (collectively, the Prospectus).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company, certificates of public officials and officers of the Company and such other documents, certificates and records as we have deemed necessary to render the opinions set forth herein, including, among other things, (i) the Companys Articles of Incorporation, as amended through the date hereof, (ii) the Companys Amended and Restated Bylaws, as amended through the date hereof, (iii) the Registration Statement, (iv) the Prospectus, (v) the Underwriting Agreement, dated May 21, 2019 (the Underwriting Agreement), by and among the Company, the Selling Shareholder and Morgan Stanley & Co. LLC, SVB Leerink LLC and Goldman Sachs & Co. LLC, as managers of the several underwriters named therein (collectively, the Underwriters), (vi) resolutions of the Companys Board of Directors and pricing committee thereof and (vii) a certificate issued by the Clerk of the State Corporation Commission of the Commonwealth of Virginia (the SCC) on June 25, 2019 to the effect that the Company is existing under the laws of the Commonwealth of Virginia and in good standing.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE DALLAS DUBAI HOUSTON LONDON LOS ANGELES
MIAMI NEW YORK NORFOLK RESEARCH TRIANGLE PARK RICHMOND SAN FRANCISCO THE WOODLANDS TYSONS WASHINGTON, DC
www.HuntonAK.com
For purposes of the opinions expressed below, we have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to authentic original documents of all documents submitted to us as certified, electronic or photostatic copies and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of certain documents by the Company).
As to factual matters, we have relied upon, and assumed the accuracy of, representations included in the documents submitted to us, upon certificates of officers of the Company and upon certificates of public officials. Except as otherwise expressly indicated, we have not undertaken any independent investigation of factual matters.
We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia.
Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:
1. The Company is a corporation validly existing and in good standing under the laws of the Commonwealth of Virginia.
2. The Company Shares have been duly authorized and, when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
3. The Selling Shareholder Shares have been duly authorized and validly issued and are fully paid and nonassessable.
We hereby consent to (i) the filing of this opinion with the Commission as an exhibit to the Companys Current Report on Form 8-K filed on the date hereof, (ii) the incorporation by reference of this opinion into the Registration Statement and (iii) the reference to our firm under the heading Legal Matters in the Registration Statement and the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations of the Commission promulgated thereunder.
This opinion is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any matters beyond the matters expressly set forth herein.
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Very truly yours, |
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/s/ Hunton Andrews Kurth LLP |