|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
| |
(Zip Code) | |
|
(Address of principal executive offices)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
|
|
|
|
| Item 2.02. |
Results of Operations and Financial Condition.
|
| Item 9.01 |
Financial Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Press Release by Insmed Incorporated on February 23, 2023.
|
||
|
Insmed Incorporated February 23, 2023 Presentation.
|
||
| 104 |
Cover Page Interactive Date File (embedded within the Inline XBRL document). |
|
INSMED INCORPORATED
|
||
|
Dated: February 23, 2023
|
By:
|
/s/ Michael Smith
|
|
Name:
|
Michael Smith
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
|
| • |
ARIKAYCE global revenue grew 30% in 2022 compared with 2021, reflecting strong U.S. performance, the ongoing launch in Japan, and contributions from European markets.
|
| • |
Insmed continues to advance the development of ARIKAYCE in a frontline setting of patients with Mycobacterium avium complex (MAC) lung
disease, consisting of the post-marketing confirmatory ARISE and ENCORE trials. Insmed anticipates sharing topline efficacy and safety data from the ARISE study in the third quarter of 2023 and completing enrollment in the ENCORE study by
the end of 2023.
|
| • |
Patient screening has been completed in adult patients in the Phase 3 ASPEN study, a global, randomized, double-blind, placebo-controlled trial to assess the efficacy, safety, and
tolerability of brensocatib in bronchiectasis. Insmed continues to anticipate completing enrollment in this study in the first quarter of 2023 and sharing topline data in the second quarter of 2024.
|
| • |
As previously shared, Insmed plans to initiate a Phase 2 study of brensocatib in patients with chronic rhinosinusitis without nasal polyps (CRSsNP) in mid-2023. Subject to U.S.
Food and Drug Administration input, the Company anticipates that the trial will enroll approximately 270 patients randomized to either 10 mg brensocatib, 40 mg brensocatib, or placebo over a 24-week treatment period, with a primary endpoint
of change in daily sinus total symptom score.
|
| • |
Insmed is currently enrolling two Phase 2 studies of treprostinil palmitil inhalation powder (TPIP), one in patients with pulmonary hypertension associated with interstitial lung
disease (PH-ILD) and the other in patients with pulmonary arterial hypertension (PAH).
|
| • |
The Company anticipates sharing interim, blinded dose titration and safety and tolerability data from both the PH-ILD and PAH studies in the second half of 2023, pending the rate
of enrollment. Topline results from the PH-ILD study are on track to be shared in the first half of 2024.
|
| • |
Insmed plans to provide an update on its early-stage research portfolio, which encompasses gene therapy, artificial intelligence-driven protein engineering, and protein
manufacturing, during an event on May 8, 2023. The event will take place in person in New York and will be webcast live. The Company will offer a deep dive into the various platforms comprising its research engine and an introduction to the
experts leading these teams.
|
| • |
As previously shared, Insmed anticipates having at least six investigational new drug (IND) applications filed or Phase 1 studies underway from this portfolio by the end of 2025.
The first IND is expected to be filed prior to the May 8 event.
|
| • |
Insmed anticipates sharing clinical data from a few of the earliest patients in a Phase 1/2 gene therapy study in a musculoskeletal disease in the first half of 2024.
|
| • |
Total revenue for the fourth quarter ended December 31, 2022, was $59.3 million, compared to total revenue of $56.1 million for the fourth quarter of 2021. Total revenue for the
full year 2022 was $245.4 million, compared to total revenue of $188.5 million for the full year 2021.
|
| • |
Total revenue for the full year 2022 comprised ARIKAYCE net sales of $186.0 million in the U.S., $56.5 million in Japan, and $2.9 million in Europe and rest of world. In the fourth
quarter of 2022, Insmed reached an agreement with the French authorities on a final reimbursement price for the temporary authorization for use (Autorisation Temporaire d'Utilisation) program, which resulted in a change in estimate that
reduced revenue by approximately $7.5 million in the fourth quarter of 2022, of which $5.8 million related to periods prior to 2022.
|
| • |
Cost of product revenues (excluding amortization of intangibles) was $13.1 million for the fourth quarter of 2022, compared to $13.3 million for the fourth quarter of 2021. For the
full year 2022, cost of product revenues (excluding amortization of intangibles) was $55.1 million compared to $44.2 million in 2021.
|
| • |
Research and development (R&D) expenses were $124.8 million for the fourth quarter of 2022, compared to $76.4 million for the fourth quarter of 2021. For the full year 2022,
R&D expenses were $397.5 million compared to $272.7 million in 2021.
|
| • |
Selling, general and administrative (SG&A) expenses for the fourth quarter of 2022 were $73.5 million, compared to $65.3 million for the fourth quarter of 2021. For the full
year 2022, SG&A expenses were $265.8 million, compared to $234.3 million in 2021.
|
| • |
For the fourth quarter of 2022, Insmed reported a net loss of $160.1 million, or $1.21 per share, compared to a net loss of $113.0 million, or $0.95 per share, for the fourth
quarter of 2021. For the full year 2022, Insmed reported a net loss of $481.5 million, or $3.91 per share, compared to a net loss of $434.7 million, or $3.88 per share, in 2021.
|
| • |
As of December 31, 2022, Insmed had cash, cash equivalents, and marketable securities of $1.15 billion.
|
| • |
The Company’s total operating expenses for the fourth quarter of 2022 were $210.8 million and for the full year 2022 were $702.7 million.
|
| • |
Insmed continues to expect full-year 2023 global revenues for ARIKAYCE to be between $285 million and $300 million.
|
| • |
In 2023, Insmed anticipates that over 80% of total expenditures will be on its mid-to-late stage and commercial programs (ARIKAYCE, brensocatib, and TPIP), and that less than 20%
of overall spend will be on its early-stage research programs, reflecting the Company’s historical approach to spending.
|
| • |
The Company plans to invest in the following key activities in 2023:
|
| (i) |
commercialization and expansion of ARIKAYCE globally;
|
| (ii) |
advancement of brensocatib, including the Phase 3 ASPEN study in patients with bronchiectasis and commercial launch readiness activities, as well as development across additional
neutrophil-mediated diseases;
|
| (iii) |
advancement of the confirmatory, frontline clinical trial program for ARIKAYCE (ARISE and ENCORE); and
|
| (iv) |
advancement of its earlier-stage pipeline, including the Phase 2 clinical development programs for TPIP and development of its early-stage research platforms.
|
|
WARNING: RISK OF INCREASED RESPIRATORY ADVERSE REACTIONS
ARIKAYCE has been associated with an increased risk of respiratory adverse reactions, including hypersensitivity pneumonitis, hemoptysis,
bronchospasm, and exacerbation of underlying pulmonary disease that have led to hospitalizations in some cases.
|
|
Three Months Ended
December 31,
|
Twelve Months Ended
December 31,
|
|||||||||||||||
|
2022
|
2021
|
2022
|
2021
|
|||||||||||||
|
Product revenues, net
|
$
|
59,300
|
$
|
56,124
|
$
|
245,358
|
$
|
188,461
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Cost of product revenues (excluding amortization of intangible assets)
|
13,069
|
13,288
|
55,126
|
44,152
|
||||||||||||
|
Research and development
|
124,763
|
76,352
|
397,518
|
272,744
|
||||||||||||
|
Selling, general and administrative
|
73,479
|
65,266
|
265,784
|
234,273
|
||||||||||||
|
Amortization of intangible assets
|
1,264
|
1,262
|
5,053
|
5,052
|
||||||||||||
|
Change in fair value of deferred and contingent consideration liabilities
|
(1,800
|
)
|
(966
|
)
|
(20,802
|
)
|
7,334
|
|||||||||
|
Total operating expenses
|
210,775
|
155,202
|
702,679
|
563,555
|
||||||||||||
|
Operating loss
|
(151,475
|
)
|
(99,078
|
)
|
(457,321
|
)
|
(375,094
|
)
|
||||||||
|
|
||||||||||||||||
|
Investment income
|
8,318
|
61
|
11,081
|
174
|
||||||||||||
|
Interest expense
|
(16,445
|
)
|
(11,350
|
)
|
(26,446
|
)
|
(40,473
|
)
|
||||||||
|
Change in fair value of interest rate swap
|
(1,526
|
)
|
-
|
(1,526
|
)
|
|||||||||||
|
Loss on extinguishment of debt
|
-
|
-
|
-
|
(17,689
|
)
|
|||||||||||
|
Other income (expense), net
|
1,130
|
(2,652
|
)
|
(5,939
|
)
|
(3,330
|
)
|
|||||||||
|
Loss before income taxes
|
(159,998
|
)
|
(113,019
|
)
|
(480,151
|
)
|
(436,412
|
)
|
||||||||
|
Provision (benefit) for income taxes
|
125
|
(41
|
)
|
1,383
|
(1,758
|
)
|
||||||||||
|
Net loss
|
$
|
(160,123
|
)
|
$
|
(112,978
|
)
|
$
|
(481,534
|
)
|
$
|
(434,654
|
)
|
||||
|
Basic and diluted net loss per share
|
$
|
(1.21
|
)
|
$
|
(0.95
|
)
|
$
|
(3.91
|
)
|
$
|
(3.88
|
)
|
||||
|
Weighted average basic and diluted common shares outstanding
|
132,694
|
118,502
|
123,035
|
112,111
|
||||||||||||
|
As of
December 31, 2022
|
As of
December 31, 2021
|
|||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
1,074,036
|
$
|
716,782
|
||||
|
Marketable securities
|
74,244
|
-
|
||||||
|
Accounts receivable
|
29,713
|
24,351
|
||||||
|
Inventory
|
69,922
|
67,009
|
||||||
|
Prepaid expenses and other current assets
|
25,468
|
28,898
|
||||||
|
Total current assets
|
1,273,383
|
837,040
|
||||||
|
Marketable securities, non-current
|
-
|
50,043
|
||||||
|
Fixed assets, net
|
56,491
|
52,955
|
||||||
|
Finance lease right-of-use assets
|
23,697
|
9,256
|
||||||
|
Operating lease right-of-use assets
|
21,894
|
33,305
|
||||||
|
Intangibles, net
|
68,756
|
73,809
|
||||||
|
Goodwill
|
136,110
|
136,110
|
||||||
|
Other assets
|
76,104
|
50,990
|
||||||
|
Total assets
|
$
|
1,656,435
|
$
|
1,243,508
|
||||
|
Liabilities and shareholders' equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
182,117
|
$
|
125,030
|
||||
|
Finance lease liabilities
|
1,217
|
609
|
||||||
|
Operating lease liabilities
|
6,909
|
9,527
|
||||||
|
Total current liabilities
|
190,243
|
135,166
|
||||||
|
Debt, long-term
|
1,125,250
|
566,588
|
||||||
|
Royalty financing agreement
|
148,015
|
-
|
||||||
|
Contingent consideration
|
51,100
|
75,668
|
||||||
|
Finance lease liabilities, long-term
|
29,636
|
14,103
|
||||||
|
Operating lease liabilities, long-term
|
14,853
|
21,441
|
||||||
|
Other long-term liabilities
|
9,387
|
20,074
|
||||||
|
Total liabilities
|
1,568,484
|
833,040
|
||||||
|
Shareholders' equity:
|
||||||||
|
Common stock, $0.01 par value; 500,000,000 authorized shares, 135,653,731 and
118,738,266 issued and outstanding shares at December 31, 2022 and December 31, 2021, respectively
|
1,357
|
1,187
|
||||||
|
Additional paid-in capital
|
2,782,416
|
2,673,556
|
||||||
|
Accumulated deficit
|
(2,696,578
|
)
|
(2,265,243
|
)
|
||||
|
Accumulated other comprehensive income
|
756
|
968
|
||||||
|
Total shareholders' equity
|
87,951
|
410,468
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
1,656,435
|
$
|
1,243,508
|
||||