Insmed Inc. Enters Material Definitive Agreement

TL;DR

Insmed inked a new deal, expect financial moves.

AI Summary

Insmed Incorporated announced on October 31, 2024, that it has entered into a material definitive agreement. The company also reported its results of operations and financial condition. This filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant.

Why It Matters

This filing signals a significant new financial commitment or arrangement for Insmed, which could impact its future financial obligations and operational strategies.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce financial risks and strategic uncertainties for a company.

Key Players & Entities

• Insmed Incorporated (company) — Registrant
• October 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share INSM Nasdaq Global Select
• $150 million — eement to, among other items, add a new $150 million senior secured term loan tranche (the "
• $350 million — ovide for a senior secured term loan of $350 million (in addition to the accrual and capital
• $46,769,917 — on to the accrual and capitalization of $46,769,917 of paid-in-kind interest under the Prio

Filing Documents

• ef20037942_8k.htm (8-K) — 35KB
• ef20037942_ex99-1.htm (EX-99.1) — 251KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-24-044703.txt ( ) — 452KB
• insm-20241031.xsd (EX-101.SCH) — 4KB
• insm-20241031_lab.xml (EX-101.LAB) — 21KB
• insm-20241031_pre.xml (EX-101.PRE) — 16KB
• ef20037942_8k_htm.xml (XML) — 4KB

01

ITEM 1.01 Entry into a Material Definitive Agreement. On October 31, 2024, Insmed Incorporated (the "Company") entered into an Amended and Restated Loan Agreement with BioPharma Credit PLC (the "Collateral Agent"), BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, which are funds managed by Pharmakon Advisors, LP (collectively, "Pharmakon"), and the guarantors party to such agreement (the "A&R Loan Agreement"). The A&R Loan Agreement amends and restates the Company's prior Loan Agreement, dated as of October 19, 2022, between the Company, the Collateral Agent, Pharmakon, and the guarantors party thereto (the "Prior Loan Agreement") . The A&R Loan Agreement amends the Prior Loan Agreement to, among other items, add a new $150 million senior secured term loan tranche (the "Tranche B Term Loan"). The A&R Loan Agreement continues to provide for a senior secured term loan of $350 million (in addition to the accrual and capitalization of $46,769,917 of paid-in-kind interest under the Prior Loan Agreement), which the Company drew in full in connection with its entry into the Prior Loan Agreement (the "Tranche A Term Loan" and, together with the Tranche B Term Loan, the "Term Loans"). The Term Loans bear interest at a fixed rate of 9.60% per annum. The A&R Loan Agreement extends the maturity date of the Term Loans to September 30, 2029, subject to acceleration to February 1, 2028 on the occurrence of certain prespecified events. As consideration for the provision of the Tranche B Term Loan, the Company agreed to pay Pharmakon a fee equal to 2.00% of the Tranche B Term Loan at the closing date of the Tranche B Term Loan and an additional exit fee of 2.00% of the amount of each prepayment or repayment of the Term Loans. The Term Loans will be repaid in eight equal quarterly payments starting on January 3, 2028. The A&R Loan Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of f

02

ITEM 2.02 Results of Operations and Financial Condition. On October 31, 2024, the Company issued a press release regarding its financial results for the three months and nine months ended September 30, 2024. A copy of this press release is furnished herewith as Exhibit 99.1 pursuant to this Item 2.02. The information contained herein, including Exhibit 99.1 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.

03

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated into this Item 2.03 by reference.

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ITEM 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release issued by Insmed Incorporated on October 31, 2024. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).

SIGNATURES

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. Dated: October 31, 2024 INSMED INCORPORATED By: /s/ Michael A. Smith Name: Michael A. Smith Title: Chief Legal Officer and Corporate Secretary