INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Other Events
Item 8.01 — Other Events.

On September6, 2017,Insmed Incorporated (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs& Co. LLC and Leerink Partners LLC, as managers of the underwriters named in Schedule I thereto (the “Underwriters”), relating to the offer and sale of 12,281,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share at a price to the public of $28.50 per share. In the Underwriting Agreement, the Company granted the Underwriters an option exercisable for 30 days from the date of the Prospectus Supplement (as defined below) to purchase up to an additional 1,842,150 shares (together with the Firm Shares, the “Shares”) of the Company’s common stock at the public offering price, less underwriting discounts and commissions, which the Underwriters exercised on September7, 2017. The net proceeds to the Company from the sale of the Shares, after deducting the underwriting fees and discount and other estimated offering expenses payable by the Company, are expected to be approximately $377.7 million.

The offering is being made to a base prospectus dated May19, 2017, which was filed with the Securities and Exchange Commission (the “SEC”) as part of a shelf registration statement that became automatically effective upon filing, as supplemented by a preliminary prospectus supplement filed with the SEC on September5, 2017, and a final prospectus supplement, dated September6, 2017 (the “Prospectus Supplement”). The closing of the offering is expected to take place on or about September11, 2017, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions. A copy of the Underwriting Agreement is filed as Exhibit1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The legal opinion of Hunton& Williams LLP relating to the shares being offered is filed herewith as Exhibit5.1.

On September5, 2017, the Company issued a press release announcing the commencement of the offering. On September6, 2017, the Company issued a press release announcing the pricing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.