How many shares is Insmed selling and at what price?

Insmed agreed to sell 7,812,500 shares of common stock to the underwriters. The pricing press release states the public offering price is $96.00 per share, and the underwriters' purchase price is $91.68 per share after underwriting discounts and commissions.

How much money will Insmed receive from the offering?

The filing states net proceeds to the Company of approximately $716.3 million before other offering expenses. Gross proceeds are expected to be approximately $750 million before underwriting discounts, commissions and other expenses.

When is the offering expected to close?

The Company and the underwriters expect to consummate the sale and purchase of the firm shares on June 13, 2025, subject to customary closing conditions.

What will Insmed do with the proceeds?

The company intends to use the net proceeds to fund research and development of brensocatib, pre-commercial and, if approved, commercialization activities for brensocatib, further commercialization and development of ARIKAYCE, research and development of TPIP and INS1201, pre-clinical research, and general corporate purposes, including business expansion activities.

Could the offering size change?

Underwriters have a 30-day option to purchase up to an additional 1,171,875 shares of common stock. The offering was made under an effective shelf registration statement on Form S-3 (No. 333-272088).

INSM 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed June 13, 2025. Cited figures are marked; the original filing is the authoritative source.

Insmed Incorporated (Nasdaq: INSM) filed this Form 8-K on June 13, 2025 to disclose an underwritten public offering of its common stock.

On June 11, 2025, the Company entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and Leerink Partners LLC, as representatives of the underwriters, to sell 7,812,500 firm shares of common stock at $91.68^a per share after underwriting discounts and commissions, with net proceeds to the Company of approximately $716.3 million before other offering expenses. The underwriters also received a 30-day option to purchase up to an additional 1,171,875 shares. The offering is being made under an automatically effective Form S-3 shelf registration statement (No. 333-272088), and closing is expected on June 13, 2025, subject to customary conditions.

The press release announcing the pricing states the offering price to the public is $96.00^b per share, with gross proceeds of approximately $750 million before underwriting discounts and other expenses. The Company intends to use the net proceeds to fund continued research and development of brensocatib, pre-commercial and, if approved, commercialization activities for brensocatib, activities related to the further commercialization and development of ARIKAYCE, research and development of treprostinil palmitil inhalation powder (TPIP) and INS1201, pre-clinical research, and general corporate purposes, including business expansion activities.

The filing also includes the launch press release, which described an initially proposed offering of $650 million^c with a $97.5 million underwriter option, and a legal opinion from Hunton Andrews Kurth LLP regarding the shares. The forward-looking statements in the press releases flag risks including market conditions, regulatory approvals for brensocatib and TPIP, ARIKAYCE commercialization, covenant compliance under its Pharmakon senior secured loan and OrbiMed royalty financing, and the Company's history of operating losses.

02—Key points

Key Highlights

Underwriting Agreement dated June 11, 2025 with Goldman Sachs & Co. LLC and Leerink Partners LLC as representatives of the underwriters for 7,812,500 firm shares of common stock.
Underwriters' purchase price of $91.68 per share after underwriting discounts and commissions, with net proceeds of approximately $716.3 million before other offering expenses.
Public offering price of $96.00 per share, with gross proceeds of approximately $750 million, per the pricing press release.
30-day underwriter option to purchase up to 1,171,875 additional shares of common stock.
Offering made under Form S-3 shelf registration No. 333-272088, automatically effective May 19, 2023; closing expected June 13, 2025.
Stated use of proceeds includes brensocatib R&D and pre-commercial/commercialization activities, ARIKAYCE commercialization and development, TPIP and INS1201 R&D, and general corporate purposes.
Launch press release initially proposed a $650 million offering, upsized in the pricing release to $750 million.

03—Questions

Frequently Asked Questions

How many shares is Insmed selling and at what price?
Insmed agreed to sell 7,812,500 shares of common stock to the underwriters. The pricing press release states the public offering price is $96.00 per share, and the underwriters' purchase price is $91.68 per share after underwriting discounts and commissions.
How much money will Insmed receive from the offering?
The filing states net proceeds to the Company of approximately $716.3 million before other offering expenses. Gross proceeds are expected to be approximately $750 million before underwriting discounts, commissions and other expenses.
When is the offering expected to close?
The Company and the underwriters expect to consummate the sale and purchase of the firm shares on June 13, 2025, subject to customary closing conditions.
What will Insmed do with the proceeds?
The company intends to use the net proceeds to fund research and development of brensocatib, pre-commercial and, if approved, commercialization activities for brensocatib, further commercialization and development of ARIKAYCE, research and development of TPIP and INS1201, pre-clinical research, and general corporate purposes, including business expansion activities.
Could the offering size change?
Underwriters have a 30-day option to purchase up to an additional 1,171,875 shares of common stock. The offering was made under an effective shelf registration statement on Form S-3 (No. 333-272088).

04—Continue

← View all 8-K filings