i8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date
of earliest event
reported):
October 22, 2008
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
0-30739 54-1972729
(Commission File
Number) (IRS
Employer Identification No.)
8720 Stony Point
Parkway, Suite 200, Richmond,
Virginia 23235
(Address
of Principal Executive
Offices) (Zip
Code)
(Registrant’s
Telephone Number, Including Area Code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Section 3— Securities and Trading
Markets
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard:
Transfer of Listing
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On October 21, 2008 Insmed Incorporated
received a letter from NASDAQ informing the Company that the exception granted
in the previously issued Panel Decision relating to Insmed’s bid price
deficiency, which required the Company to demonstrate compliance with NASDAQ’s
Minimum Bid Price Rule by evidencing a closing bid price for Insmed’s common
stock of $1.00 or more for a minimum of ten consecutive business days by
December 15, 2008, is extended to March 20, 2009.
The
Company also disclosed, that as a result of the extension the Special Meeting of
Shareholders planned for November 24, 2008 seeking shareholder approval of a
reverse split, should the Company need it, has been postponed until further
notice.
The Company issued a press release on
October 22, 2008 to announce the extension, a copy of which is attached hereto
as Exhibit 99.1.
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 filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
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99.1
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Press
Release issued by Insmed Incorporated on October 22,
2008.
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Insmed
Incorporated
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Date: October
23, 2008
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By: /s/ Kevin P. Tully
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Name: Kevin
P. Tully C.G.A.,
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Title: Executive
Vice President &
Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
No. Description
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99.1
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Press
Release issued by Insmed Incorporated on October 22,
2008
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Investor
Relations Contact:
Matt
Duch - FD
212-850-5758
matthew.duch@fd.com
Corporate
Communications Contact:
John
Procter – Gibraltar Associates
202-879-5808
jprocter@gibraltar-llc.com
Press
Release
NASDAQ'S
TEMPORARY SUSPENSION OF MINIMUM BID CLOSING PRICE RULES EXTENDS INSMED'S
COMPLIANCE DATE TO MARCH 20, 2009
RICHMOND, VA., October 22,
2008 - Insmed Inc. (NASDAQ CM: INSM), a developer of follow-on biologics
and biopharmaceuticals, today announced that as a result of the recently
disclosed temporary suspension of NASDAQ’s minimum bid closing price rule (the
“Minimum Bid”), NASDAQ has informed Insmed that the Company now has until March
20, 2009 to comply with The Minimum Bid requirements.
Insmed
must evidence a closing bid price of $1.00 or more for a minimum of 10
consecutive business days prior to March 20, 2009 in order to remain listed on
The NASDAQ Stock Market.
As
previously disclosed, the Special Meeting of Shareholders planned for November
24, 2008 seeking shareholder approval of a reverse split, should the Company
need it, has been postponed until further notice.
About
Insmed
Insmed
Inc. is a biopharmaceutical company with unique protein process development and
manufacturing experience and a proprietary protein platform aimed at niche
markets with unmet medical needs. For more information, please visit
www.insmed.com
Forward-Looking
Statements
This
release contains forward-looking statements which are made pursuant to
provisions of Section 21E of the Securities Exchange Act of 1934. Investors are
cautioned that such statements in this release, including statements relating to
planned clinical study design, regulatory and business strategies, strategic
alternatives, plans and objectives of management and growth opportunities for
existing or proposed products, constitute forward-looking statements which
involve risks and uncertainties that could cause actual results to differ
materially from those anticipated by the forward-looking statements. The risks
and uncertainties include, without limitation, risks that strategic alternatives
may never be consummated, product candidates may fail in the clinic or may not
be successfully marketed or manufactured, we may lack financial resources to
complete development of product candidates, the FDA may interpret the results of
studies differently than us, competing products may be more successful, demand
for new pharmaceutical products may decrease, the biopharmaceutical industry may
experience negative market trends, our entrance into the follow-on biologics
market may be unsuccessful, we may be unable to secure an appropriate
business partner for our follow-on biologics business, our common stock could be
delisted from The NASDAQ Capital Market and other risks and challenges detailed
in the Company’s filings with the U.S. Securities and Exchange Commission,
including the Company’s Annual Report on Form 10-K for the year ended December
31, 2007. Readers are cautioned not to place undue reliance on any
forward-looking statements which speak only as of the date of this release. The
Company undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events
or circumstances that occur after the date of this release or to reflect the
occurrence of unanticipated events.