8K Filing 1/24 :
Item 3.02 Unregistered Sales of Equity Securities
Between January 17, 2006 and January 24, 2006, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $4,175,000 principal amount of Convertible Notes into 3,223,927 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 $3,310,735 from warrant exercises that resulted in 2,434,364 shares of common stock being issued at an exercise price of $1.36. The number of shares issued pursuant to the conversion of the Convertible Notes and exercise of warrants since January 13, 2006, the date of Insmed’s last report under Item 3.02, exceeded 1% of Insmed’s outstanding common stock on January 18, 2006.
The common stock issued upon the conversion of the Convertible Notes and the 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”).
Following the conversions described above, $6,013,000 principal amount of the Convertible Notes remained outstanding. In addition, because certain of the Convertible Notes were converted prior to the March 1, 2006 quarterly interest payment, the Company issued an additional 24,068 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 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 a Current Report filed with the SEC on March 16, 2005. The Registration Statement, the Current Report, the forms of the Convertible Notes and warrants are each incorporated herein by reference.
