Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 16, 2020

INSMED INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia

000-30739

54-1972729

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 US Highway 202/206

Bridgewater, New Jersey

08807

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (908) 977-9900

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):

¨ Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications 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 7.01.

Regulation FD Disclosure.

On March 16, 2020, Insmed Incorporated (the “Company”) issued a press release (the “Press Release”) to announce certain business updates. A copy of this press release is furnished herewith as Exhibit 99.1. The information contained herein, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01.

Other Events.

As discussed in the Press Release, the Company announced today that AstraZeneca AB (AstraZeneca) has exercised the first option pursuant to the companies’ October 2016 license agreement under which AstraZeneca can advance clinical development of INS1007 in the indication of chronic obstructive pulmonary disease (COPD) or asthma. Under the terms of the agreement, the exercise of this option results in AstraZeneca being solely responsible for all aspects of the development of INS1007 up to and including (but not further than) Phase 2b clinical trials in COPD or asthma.

The agreement also includes a second and final option which, if exercised, would permit AstraZeneca to further develop INS1007 beyond Phase 2b clinical trials upon reaching agreement on commercial terms satisfactory to each company for the further development and commercialization of INS1007 in COPD or asthma. The Company retains full development and commercialization rights for INS1007 in all other indications and geographies.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release by Insmed Incorporated on March 16, 2020.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

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.