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): January 30, 2020
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
700 US Highway 202/206
Bridgewater, New Jersey 08807
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(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||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||INSM||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 ¨
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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Appointment
On January 30, 2020, Insmed Incorporated (the “Company”) announced that Ms. Sara Bonstein has been appointed as Chief Financial Officer, to be effective January 31, 2020. Ms. Bonstein will be the Company’s principal financial officer and principal accounting officer effective upon the commencement of her employment with the Company. Prior to joining the Company, Ms. Bonstein, 39, was Chief Financial Officer & Chief Operating Officer of OncoSec Medical Incorporated, a position she held since July 2018. From February 2014 to April 2018, Ms. Bonstein served as the Chief Financial Officer, Secretary, Treasurer and Executive Vice President at Advaxis, Inc. Prior to Advaxis, Ms. Bonstein was a Six Sigma Champion & Black Belt at Eli Lilly & Company, served in various finance roles at ImClone Systems (acquired by Eli Lilly in 2008), and was a financial analyst at Johnson & Johnson in the Ortho McNeil Pharmaceuticals, Ortho Biotech and McNeil Consumer divisions.
Pursuant to the terms of the Company’s employment agreement with Ms. Bonstein, she will receive an initial annual base salary of $420,000 and will be eligible to participate in the Company’s benefit and compensation plans. Ms. Bonstein has been assigned an initial annual target bonus of 40% of her base salary. She will also be eligible to receive a signing bonus of $75,000 upon the completion of 30 days of employment. Ms. Bonstein will also receive an option to purchase shares of the Company’s common stock having an aggregate value of $1,500,000. The number of shares underlying the option will be determined using a Black-Scholes calculation based upon the closing price of the Company’s common stock on the Nasdaq Global Select Market on February 3, 2020. The option award agreement will be consistent with the Company’s standard stock option inducement award agreement, and the option will vest on a four-year vesting schedule, with 25% of the shares subject to the option vesting on the first anniversary of the date of grant and 12.5% of the shares subject to the option vesting every six months thereafter through the fourth anniversary of the date of grant, subject to Ms. Bonstein’s continued employment with the Company on each vesting date.
Ms. Bonstein’s employment agreement provides for payment of the following upon her death or disability: (i) any accrued obligations; (ii) a pro-rata portion of her annual bonus based on actual performance during the year of the termination, and (iii) any insurance benefits to which she and her beneficiaries are entitled as a result of her death or disability. If Ms. Bonstein’s employment is terminated by the Company without cause or by her for good reason (such a termination, a “qualifying termination”) within two years after a change in control, Ms. Bonstein will receive, among other things, (i) a lump sum severance payment equal to (a) one-and-a-half times her annual base salary plus (b) one-and-a-half times her target bonus plus (c) a pro-rata portion of her target bonus based on the portion of the year during which she was employed by the Company prior to the qualifying termination, (ii) full vesting of all time vested equity awards and (iii) reimbursement for up to 18 months of certain continued health and dental benefits for Ms. Bonstein and her qualified beneficiaries.
In the event of a qualifying termination prior to a change in control or more than two years thereafter, Ms. Bonstein would be eligible for similar benefits, although (i) her severance payment would be limited to her annual base salary and payable ratably over 12 months, (ii) her bonus would consist of any unpaid bonus for a fiscal year ending on or prior to the date of the qualifying termination and a pro-rata portion of her bonus based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus), (iii) any accelerated equity award vesting would be limited to stock options or other time-based equity awards that would otherwise have vested within 12 months following the termination date and (iv) reimbursement of certain continued health and dental benefits for Ms. Bonstein and her qualified beneficiaries would be limited to no more than 12 months.
There are no arrangements or understandings between Ms. Bonstein and any other person pursuant to which she was selected as an officer, and there are no family relationships between Ms. Bonstein and any of the Company’s directors or executive officers. Ms. Bonstein has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.
John Goll retains the position of Chief Accounting Officer.
ITEM 7.01 – Regulation FD Disclosure.
On January 30, 2020, the Company issued a press release announcing the appointment of Ms. Bonstein as Chief Financial Officer. The press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
ITEM 9.01 - Financial Statements and Exhibits.
|99.1||Press release issued by Insmed Incorporated on January 30, 2020.|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.|
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: January 30, 2020||INSMED INCORPORATED|
|Title:||Chief Legal Officer|
Insmed Appoints Sara Bonstein as Chief Financial Officer
Bridgewater, N.J., January 30, 2020 /PRNewswire/ – Insmed Incorporated (Nasdaq:INSM), a global biopharmaceutical company on a mission to transform the lives of patients with serious and rare diseases, today announced the appointment of Sara Bonstein as Chief Financial Officer, effective January 31, 2020. Ms. Bonstein will assume responsibility for leading the Company’s global financial operations, including financial planning and analysis, investor relations, accounting, tax and treasury. Sara will also serve as a member of Insmed’s Executive Committee.
“Sara is an exciting addition to our management team as we continue our efforts to bring ARIKAYCE® to patients around the world,” said Will Lewis, Chairman and Chief Executive Officer of Insmed. “In addition to her experience as a public company CFO, she also brings expertise in process improvement and a unique perspective from having served at both large and smaller life sciences companies. Sara is an exceptional talent and her extensive financial and leadership experience will be important as we continue to transform into a global, commercial organization, and we welcome her to the team.”
Ms. Bonstein joins Insmed with more than 15 years of financial and operational experience in the life sciences industry, most recently serving as Chief Financial Officer & Chief Operating Officer of OncoSec Medical Incorporated. Prior to joining OncoSec, Ms. Bonstein served as the Chief Financial Officer, Secretary, Treasurer and Executive Vice President at Advaxis, Inc. Before Advaxis, Ms. Bonstein was a Six Sigma Champion & Black Belt at Eli Lilly & Company. She also held key finance positions at ImClone Systems and Johnson & Johnson. Ms. Bonstein holds a Masters of Business Administration from Rider University and a Bachelor of Science in Finance from The College of New Jersey.
“I am excited to be joining Insmed in the early phase of its international commercial expansion and its ambition to bring this success to other product development opportunities aligns with my background. I look forward to leading Insmed’s financial operations and joining the executive team,” commented Ms. Bonstein. “I am confident my past experience and industry expertise will serve the Company well and further its goal to transform the lives of patients with serious and rare diseases.”
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, ARIKAYCE® (amikacin liposome inhalation suspension), is the first and only therapy approved in the United States for the treatment of refractory 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 chronic, debilitating condition that can cause severe and permanent lung damage. 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.
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 payors 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 timely and successfully complete the study to validate the PRO tool and 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 payors 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 conduct and 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, or delays in obtaining, regulatory approvals for ARIKAYCE outside the U.S. or for the Company's product candidates in the U.S., Europe, Japan or other markets, including the United Kingdom as a result of the United Kingdom’s planned exit from the European Union; 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 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 the Company’s product 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; the Company’s limited experience operating internationally; changes in laws and regulations applicable to the Company's business, including any pricing reform, 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 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.
Laura Perry or Heather Savelle