Amendment: Insmed Incorporated filed SEC Form 8-K: Other Events
$INSM
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (908 ) 977-9900
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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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. ☐
EXPLANATORY NOTE
Insmed Incorporated (the “Company”) is filing an amendment to its Current Report on Form
8-K filed with the Securities and Exchange Commission on April 24, 2025 (the “Original Form 8-K”) for the purpose of amending the Original Form 8-K solely to correct the disclosure in Exhibit 99.1 to the Original Form 8-K to reflect the increased
conversion rate pursuant to the “make-whole” provisions of the Indenture, dated as of January 26, 2018, as supplemented by the Second Supplemental Indenture, dated as of May 13, 2021, between the Company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (collectively, the
“Indenture”), governing the Company’s 0.75% Convertible Senior Notes due 2028 (the “Notes”), due to the Company’s delivery of a notice of redemption prior to the maturity date of the Notes.
As of April 24, 2025, the conversion rate of the Notes is 31.2861 shares of common stock of the Company per $1,000 principal amount of Notes, taking into
account that increase, which is equivalent to a conversion price of approximately $31.96 per share of common stock. Based on this conversion rate, an aggregate of up to 17,817,715 shares of common stock will be issued if all of the Notes are
converted.
Other than as set forth in this Explanatory Note, this amendment does not amend any other disclosures in the Original Form 8-K.
| Item 8.01 |
Other Events
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The information set forth under the Explanatory Note above is 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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Dated: April 24, 2025
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INSMED INCORPORATED
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By:
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/s/ Michael A. Smith
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Name:
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Michael A. Smith
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Title:
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Chief Legal Officer and Corporate Secretary
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