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Form 8-K for INSMED INC
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15-Sep-2005
Sale of Equity
Item 3.02 Unregistered Sales of Equity Securities
Between August 19, 2005 and September 13, 2005, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $10,176,000 principal amount of Convertible Notes into 7,857,915 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 common stock issued upon the conversion of the Convertible Notes was issued in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended, provided for in Section 3(a)(9) thereof and is 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").
Following the conversions described above, $24,824,000 principal amount of the Convertible Notes remained outstanding. In addition, because certain of the Convertible Notes were converted prior to the September 1, 2005 quarterly interest payment, the Company issued an additional 67,820 shares of common stock for the forfeited cash interest payment at a conversion price of $1.295. A summary of the terms of the Convertible Notes, including the conversion features and interest payments was previously provided 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 form of the Convertible Notes was filed with the Current Report. The Registration Statement, the Current Report and the form of Convertible Note are each incorporated herein by reference.
