INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Results of Operations and Financial Condition

INSMED INCORPORATED (NASDAQ:INSM) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.

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On May 7, 2019, Insmed Incorporated (the “Company”) issued a press release regarding its financial results for the three months ended March 31, 2019. A copy of this press release is furnished herewith as Exhibit 99.1 to this Item 2.02.

The information contained herein, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On May 1, 2019, Donald Hayden, Jr., a member of the Company’s board of directors (the “Board”), notified the Company that he would resign from the Board on May 16, 2019 following the annual meeting of shareholders. Mr. Hayden was recently appointed as chief executive officer of WindMIL Therapeutics, Inc., where he had been serving as interim chief executive officer and chairman of the board, and the Company understands that he plans to focus on this role following his departure from the Board. Mr. Hayden’s resignation was not due to any disagreement or dispute with the Company.

(e) On May 3, 2019, the Company entered into a separation agreement and general release (the “Separation Agreement”) with Paolo Tombesi in connection with his previously announced departure as Chief Financial Officer. to the Separation Agreement, Mr. Tombesi’s employment with the Company will end on June 2, 2019, and he is eligible to receive the following severance benefits: (i) 12 months’ salary at his 2019 base salary, paid semi-monthly over a 12-month period; (ii) a pro-rata portion of his annual bonus based on actual Company performance during 2019, payable within two and one-half months following December 31, 2019; (iii) accelerated vesting of any of his options and restricted stock units that would have otherwise vested within six months of June 2, 2019; and (iv) payment for the cost of COBRA coverage equivalent to his current coverage through no later than May 31, 2020 (minus certain employee contributions), in each case less applicable tax withholding. The Separation Agreement supersedes and replaces all other severance arrangements between the Company and Mr. Tombesi. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

INSMED Inc Exhibit
EX-10.1 2 a19-9474_1ex10d1.htm EX-10.1 Exhibit 10.1   May 3,…
To view the full exhibit click here


Insmed Incorporated is a biopharmaceutical company. The Company operates in the segment of development and commercialization of inhaled therapies for patients with serious lung diseases. The Company’s lead product candidate, ARIKAYCE, or liposomal amikacin for inhalation (LAI), which is in late-stage development for patients with nontuberculous mycobacteria (NTM) lung disease, a rare and often chronic infection that is capable of causing irreversible lung damage and can be fatal. The Company’s earlier stage pipeline includes INS1009, a nebulized prodrug formulation of treprostinil, a vasodilator of pulmonary arterial vascular beds. The Company is conducting a global Phase III clinical study of ARIKAYCE (the 212 or CONVERT study) in adult patients with NTM lung disease caused by Mycobacterium avium complex (MAC), the infective species in NTM lung disease in the United States, Europe and Japan.

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