Cut/Pased from five 8-Ks for your connivence to figure out share structure (there is another one in late 2004 for warrant). Not complicated but does require lots of readings. More DD more understanding and more success.
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.
Following the conversions described above, $6,013,000 principal amount of the Convertible Notes remained outstanding.
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Between December 28, 2005 and January 12, 2006, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $1,250,000 principal amount of Convertible Notes into 965,250 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 $5,831,794 from warrant exercises that resulted in 4,192,768 shares of common stock being issued. 370,370 shares were issued at an exercise price of $1.71 and 3,822,398 shares were issued at an exercise price of $1.36.
Following the conversions described above, $10,188,000 principal amount of the Convertible Notes remained outstanding.
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Between December 13, 2005 and December 19, 2005, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $10,922,000 principal amount of Convertible Notes into 8,433,977 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 $3,358,810 from warrant exercises that resulted in 2,374,234 shares of common stock being issued. 463,036 shares were issued at an exercise price of $1.71 and 1,911,198 shares were issued at an exercise price of $1.36.
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Between September 29, 2005 and October 5, 2005, Insmed Incorporated received notices from holders of its 5.5% Convertible Notes due 2008 - 2010 electing to voluntarily convert $1,427,000 principal amount of Convertible Notes into 1,101,931 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.
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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.
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S-3/A and Form POS AM
Pursuant to registration rights agreements, we have registered on behalf of the selling stockholders the 51,770,481 shares covered by the registration statement of which this prospectus forms a part. We have registered the shares to permit the selling stockholders and their pledgees, donees, transferees or other successors-in-interest that receive their shares from the selling stockholders as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares. The registered shares consist of;
• 3,306,247 shares of common stock held by the selling stockholders;
• 27,027,013 shares of common stock issuable upon conversion of the convertible notes, plus 1,486,467 shares potentially issuable to the investors in respect of interest accruing on the notes from time to time;
• 14,864,883 shares of common stock issuable upon exercise of the 2005 warrants, plus 1,858,096 shares potentially issuable to the investors as a result of anti-dilution adjustments to the 2005 warrants; and
• 3,227,775 shares of common stock issuable upon the exercise of the 2004 warrants.
Total = 51,770,481
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The fully diluted shares by 2010 = 96,000,000 +/-
Notes: Also need to read all three 2005 10-Qs and find out OS for that reporting period. Some shares have been converted into 10-Qs before S-3A.
AI
