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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Zip Code)
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(Address of principal executive offices)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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| Item 2.02. |
Results of Operations and Financial Condition.
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| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
|
|
|
Press Release by Insmed Incorporated on October 28, 2021.
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104
|
Cover Page Interactive Date File (embedded within the Inline XBRL document).
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INSMED INCORPORATED
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||
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Dated: October 28, 2021
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By:
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/s/ Michael Smith
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Name:
|
Michael Smith
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|
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Title:
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General Counsel and Corporate Secretary
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|
| • |
Insmed continues to advance the launch of ARIKAYCE in Europe. In addition to previous launches in Germany and the Netherlands, ARIKAYCE has been reimbursed and
launched in Wales as of September of 2021. The Company is pursuing country-by-country reimbursement throughout Europe, with a near-term focus on Ireland, additional UK countries, Italy, Belgium, and France.
|
| • |
Enrollment continues in line with expectations in the post-approval confirmatory frontline clinical trial program of ARIKAYCE in patients nontuberculous
mycobacterial (NTM) lung disease caused by Mycobacterium avium complex (MAC). The program consists of ARISE, an interventional study
designed to validate a patient-reported outcome (PRO) tool in MAC lung disease, and ENCORE, a pivotal trial designed to establish, using the PRO tool validated in the ARISE trial, the clinical benefits and evaluate the safety of ARIKAYCE
in patients with newly diagnosed MAC lung disease.
|
| • |
Insmed presented data this quarter at ID Week 2021 and the CHEST Annual Meeting that advance the understanding of NTM lung disease and underscore the importance of
appropriate diagnosis and management.
|
| • |
Enrollment continues in line with expectations in the Phase 3 ASPEN study, a global, randomized, double-blind, placebo-controlled trial to assess the efficacy,
safety, and tolerability of brensocatib in patients with bronchiectasis. Patients with bronchiectasis due to cystic fibrosis (CF) may not be enrolled in the study.
|
| • |
Insmed remains on track to share results from a Phase 2 pharmacokinetic/pharmacodynamic (PK/PD) study of brensocatib in patients with CF in 2022.
|
| • |
Insmed presented PK/PD data this quarter from the Phase 2 WILLOW study of brensocatib in patients with bronchiectasis at the European Respiratory Society
International Congress. Results demonstrated that patients treated with brensocatib were more likely to have sputum neutrophil elastase levels below the limit of quantification at the end of treatment compared to patients treated with
placebo.
|
| • |
Insmed is advancing two Phase 2 studies of TPIP in patients with pulmonary arterial hypertension (PAH). The Phase 2a study will measure the impact of TPIP on
pulmonary vascular resistance (PVR) over a 24-hour period. The Company anticipates having preliminary data from a small number of patients in this study by the end of 2021. The Phase 2b study will evaluate the effect of TPIP on PVR and
6-minute walk distance over a 16-week treatment period. Insmed remains on track to initiate sites for this study by the end of 2021.
|
| • |
Insmed plans to initiate a Phase 2 study of TPIP in patients with pulmonary hypertension associated with interstitial lung disease (PH-ILD) in early 2022.
|
| • |
Total revenue for the third quarter ended September 30, 2021 was $46.8 million, compared to total revenue of $43.6 million for the third quarter of 2020.
|
| • |
Cost of product revenues (excluding amortization of intangible assets) was $10.2 million for the third quarter of 2021, compared to $10.6 million for the third
quarter of 2020.
|
| • |
Research and development (R&D) expenses were $70.3 million for the third quarter of 2021, compared to $41.4 million for the third quarter of 2020.
|
| • |
Selling, general and administrative (SG&A) expenses for the third quarter of 2021 were $60.3 million, compared to $46.6 million for the third quarter of 2020.
|
| • |
For the third quarter of 2021, Insmed reported a GAAP net loss of $112.7 million, or $0.96 per share, compared to a GAAP net loss of $63.7 million, or $0.63 per
share, for the third quarter of 2020.
|
| (i) |
U.S. commercialization of ARIKAYCE;
|
| (ii) |
launch activities for ARIKAYCE in initial European countries and in Japan; and
|
| (iii) |
clinical trial activities, including (a) advancement of the frontline clinical trial program for ARIKAYCE (ARISE and ENCORE), (b) advancement of the Phase 3 ASPEN
study of brensocatib in patients with bronchiectasis, (c) advancement of clinical development of TPIP, and (d) advancement of our translational medicine efforts.
|
|
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
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
Product revenues, net
|
$
|
46,757
|
$
|
43,643
|
$
|
132,337
|
$
|
122,998
|
||||||||
|
Operating expenses:
|
||||||||||||||||
|
Cost of product revenues (excluding amortization of intangible assets)
|
10,183
|
10,622
|
30,864
|
29,010
|
||||||||||||
|
Research and development
|
70,347
|
41,411
|
196,392
|
113,343
|
||||||||||||
|
Selling, general and administrative
|
60,280
|
46,585
|
169,007
|
147,594
|
||||||||||||
|
Amortization of intangible assets
|
1,264
|
1,248
|
3,790
|
3,745
|
||||||||||||
|
Change in fair value of deferred and contingent consideration liabilities
|
8,300
|
-
|
8,300
|
-
|
||||||||||||
|
Total operating expenses
|
150,374
|
99,866
|
408,353
|
293,692
|
||||||||||||
|
Operating loss
|
(103,617
|
)
|
(56,223
|
)
|
(276,016
|
)
|
(170,694
|
)
|
||||||||
|
Investment income
|
46
|
70
|
113
|
1,677
|
||||||||||||
|
Interest expense
|
(11,245
|
)
|
(7,185
|
)
|
(29,123
|
)
|
(22,065
|
)
|
||||||||
|
Loss on extingushment of debt
|
-
|
-
|
(17,689
|
)
|
-
|
|||||||||||
|
Other expense, net
|
(476
|
)
|
(4
|
)
|
(678
|
)
|
(14
|
)
|
||||||||
|
Loss before income taxes
|
(115,292
|
)
|
(63,342
|
)
|
(323,393
|
)
|
(191,096
|
)
|
||||||||
|
(Benefit) provision for income taxes
|
(2,578
|
)
|
317
|
(1,717
|
)
|
781
|
||||||||||
|
Net loss
|
$
|
(112,714
|
)
|
$
|
(63,659
|
)
|
$
|
(321,676
|
)
|
$
|
(191,877
|
)
|
||||
|
Basic and diluted net loss per share
|
$
|
(0.96
|
)
|
$
|
(0.63
|
)
|
$
|
(2.93
|
)
|
$
|
(2.00
|
)
|
||||
|
Weighted average basic and diluted common shares outstanding
|
117,092
|
101,615
|
109,955
|
96,029
|
||||||||||||
|
As of
September 30, 2021
|
As of
December 31, 2020
|
|||||||
|
(unaudited)
|
||||||||
|
Assets
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
846,556
|
$
|
532,756
|
||||
|
Accounts receivable
|
19,317
|
16,562
|
||||||
|
Inventory
|
67,453
|
49,592
|
||||||
|
Prepaid expenses and other current assets
|
25,655
|
23,982
|
||||||
|
Total current assets
|
958,981
|
622,892
|
||||||
|
Fixed assets, net
|
53,199
|
53,953
|
||||||
|
Finance lease right-of-use assets
|
9,525
|
10,334
|
||||||
|
Operating lease right-of-use assets
|
31,283
|
32,946
|
||||||
|
Intangibles, net
|
75,071
|
49,261
|
||||||
|
Goodwill
|
136,110
|
-
|
||||||
|
Other assets
|
47,602
|
26,769
|
||||||
|
Total assets
|
$
|
1,311,771
|
$
|
796,155
|
||||
|
Liabilities and shareholders' equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
23,531
|
$
|
42,853
|
||||
|
Accrued liabilities
|
62,266
|
37,807
|
||||||
|
Accrued compensation
|
19,554
|
25,591
|
||||||
|
Finance lease liabilities
|
1,198
|
1,081
|
||||||
|
Operating lease liabilities
|
5,952
|
11,475
|
||||||
|
Total current liabilities
|
112,501
|
118,807
|
||||||
|
Debt, long-term
|
557,604
|
356,318
|
||||||
|
Contingent consideration
|
76,490
|
-
|
||||||
|
Finance lease liabilities, long-term
|
13,805
|
14,713
|
||||||
|
Operating lease liabilities, long-term
|
22,647
|
21,255
|
||||||
|
Other long-term liabilities
|
23,882
|
9,178
|
||||||
|
Total liabilities
|
806,929
|
520,271
|
||||||
|
Shareholders' equity:
|
||||||||
|
Common stock, $0.01 par value; 500,000,000 authorized shares, 118,355,568 and 102,763,060 issued and outstanding shares at
September 30, 2021 and December 31, 2020, respectively
|
1,184
|
1,028
|
||||||
|
Additional paid-in capital
|
2,655,823
|
2,105,252
|
||||||
|
Accumulated deficit
|
(2,152,265
|
)
|
(1,830,589
|
)
|
||||
|
Accumulated other comprehensive income
|
100
|
193
|
||||||
|
Total shareholders' equity
|
504,842
|
275,884
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
1,311,771
|
$
|
796,155
|
||||
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
|
2021
|
2020
|
2021
|
2020
|
|||||||||||||
|
GAAP research and development
|
$
|
70,347
|
$
|
41,411
|
$
|
196,392
|
$
|
113,343
|
||||||||
|
Stock-based compensation expense
|
(4,766
|
)
|
(2,958
|
)
|
(12,884
|
)
|
(8,779
|
)
|
||||||||
|
Depreciation
|
(1,269
|
)
|
(1,202
|
)
|
(3,799
|
)
|
(3,546
|
)
|
||||||||
|
Adjusted R&D expenses (non-GAAP)
|
$
|
64,312
|
$
|
37,251
|
$
|
179,709
|
$
|
101,018
|
||||||||
|
GAAP selling, general and administrative
|
$
|
60,280
|
$
|
46,585
|
$
|
169,007
|
$
|
147,594
|
||||||||
|
Stock-based compensation expense
|
(7,465
|
)
|
(5,951
|
)
|
(21,617
|
)
|
(18,600
|
)
|
||||||||
|
Depreciation
|
(969
|
)
|
(1,093
|
)
|
(3,212
|
)
|
(3,283
|
)
|
||||||||
|
Adjusted SG&A expenses (non-GAAP)
|
$
|
51,846
|
$
|
39,541
|
$
|
144,178
|
$
|
125,711
|
||||||||