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INSM > SEC Filings for INSM > Form 8-K on 13-Aug-2014All Recent SEC Filings

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Form 8-K for INSMED INC


13-Aug-2014

Other Events, Financial Statements and Exhibits


Item 8.01 - Other Events.

On August 12, 2014, Insmed Incorporated (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Leerink Partners LLC as representative of the underwriters named in Schedule I thereto (the "Underwriters"), relating to the issuance and sale of 8,900,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Offering"). The price to the public is $11.25 per share and the Underwriters have agreed to purchase the Shares pursuant to the Underwriting Agreement at a price of $10.575 per share. In addition, the Company has granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase up to an additional 1,335,000 shares of the Company's common stock.

The Offering is being made pursuant to a base prospectus dated May 30, 2014, which was filed with the Securities and Exchange Commission as part of a shelf registration statement that became automatically effective upon filing, and a related prospectus supplement dated August 11, 2014. The closing of the Offering is expected to take place on or about August 18, 2014, subject to the satisfaction of customary closing conditions.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

On August 11, 2014, the Company issued a press release announcing the commencement of the Offering. On August 12, 2014, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit                                 Description

1.1       Underwriting Agreement, dated August 12, 2014, by and between the
          Company and Leerink Partners LLC as representative of the underwriters
          named in Schedule I thereto.

99.1      Press Release dated August 11, 2014.

99.2      Press Release dated August 12, 2014.


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