i8-k.htm
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 22, 2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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0-30739
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54-1972729
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8720
Stony Point Parkway, Suite 200, Richmond, Virginia
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23235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 3.02
Unregistered Sales of Equity Securities
Between
June 10, 2009 and June 25, 2009, Insmed Incorporated received notices from
holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily
convert $800,000 principal amount of Convertible Notes into 617,760 shares of
common stock at the conversion rate of one share of common stock for each $1.295
in principal amount of the Convertible Notes. The Company also received
$1,687,269 from warrant exercises that resulted in 1,394,437 shares of common
stock being issued at an exercise price of $1.21.
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Following
the conversions described above, $691,667 principal amount of the
Convertible Notes remained outstanding. In addition, because this
portion of the Convertible Notes were converted prior to
the September 1, 2009 quarterly interest payment, the Company
issued an additional 1,488 shares of common stock for the forfeited cash
interest payment at a conversion price of
$1.295.
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The
Company also received $247,500 from warrant exercises related to the May 2007
offering that resulted in 225,000 shares of common stock being issued at an
exercise price of $1.10.
The
number of shares issued pursuant to the conversion of the Convertible Notes and
exercise of warrants and options since June 3, 2009, the date of Insmed’s last
8-K report on shares outstanding, exceeded 1% of Insmed’s outstanding common
stock on June 22, 2009. As of June 25, 2009 the total issued and
outstanding shares of Insmed Incorporated Common Stock was
129,429,099.
The
common stock issued upon the conversion of the Convertible Notes and warrants
was issued in reliance upon the exemptions from the registration requirements of
the Securities Act of 1933, as amended, provided for in Section 3(a)(9) and
Section 4(2) thereof and is all currently registered for resale by the
holders pursuant to Insmed’s Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on August 8, 2005 (the
“Registration Statement”).
A summary
of the terms of the Convertible Notes and the warrants, including the conversion
features and interest payments of the Convertible Notes was previously provided
in the Registration Statement and Insmed’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 16, 2005 (the “Current
Report”). The forms of the Convertible Notes and the warrants were filed on the
Current Report. The Registration Statement, the Current Report, the forms of the
Convertible Notes and warrants are each incorporated herein by
reference.
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.
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Insmed
Incorporated
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Date: June
26, 2009
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President & Chief Financial Officer
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