"As previously disclosed on a Form 8-K filed July 2, 2012 (the “Prior 8-K”), on June 29, 2012, Insmed Incorporated (the “Company”) issued to Hercules Technology Growth Capital, Inc. (“Hercules”) a warrant (the “Warrant”) to purchase up to 329,932 shares of the Company’s common stock (“Common Shares”) at an exercise price of $2.94 per Common Share. The warrant agreement evidencing the Warrant was filed with the Prior 8-K.
On April 30, 2013, Hercules exercised the Warrant in full pursuant to a notice of exercise via the “net issuance” method. In accordance with the provisions of the net issuance method as contained in the warrant agreement, the Company issued and delivered 223,431 Common Shares (the “Warrant Shares”) to Hercules on May 1, 2013. As a result of the exercise, the Warrant is no longer outstanding and there are no
additional shares issuable under this instrument. The Warrant Shares were issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended."
I am not sure Hercules has sold any of the shares (they exercised about two thirds of the exercisible warrants). These shares were "delivered ...to Hercules on May 1, 2013". Based on yesterday's volume, I have a difficult time thinking these shares were all sold. However, Hercules may be in a position to cut a deal to sell to funds for RI.
Thanks, Stu. Here is the background on that from 2012.
July 2, 2012
Insmed Secures $20 Million Loan Agreement With Hercules Technology Growth Capital
MONMOUTH JUNCTION, N.J., July 2, 2012 /PRNewswire/ -- Insmed Incorporated (Nasdaq CM: INSM), a biopharmaceutical company focused on developing inhaled therapeutics for serious diseases of the lung, today announced that it has entered into a loan agreement with Hercules Technology Growth Capital, Inc. (NYSE: HTGC), a leader in customized debt financing for companies in life sciences and technology-related markets. Hercules will provide Insmed with access to a term loan of up to $20 million.
"We project that this loan agreement will extend our cash runway well into 2014," said Timothy Whitten, President and Chief Executive Officer of Insmed. "Our focus remains on the timely generation of top-line data from our three prioritized ARIKACE® studies, the CLEAR-108 phase 3 study in cystic fibrosis patients who have pseudomonas lung infections, the TARGET-NTM phase 2 clinical trial for patients who have non-TB Mycobacteria lung infections and the nine month dog toxicity study, all of which are expected to be announced over the course of 2013 as previously outlined."
The first $10 million of the term loan was funded at closing, and is repayable in installments over forty-two months including an initial interest-only period of twelve months after closing. The interest only period is extendable to December 31, 2013, contingent upon completion of certain ARIKACE-related development milestones. Pursuant to the loan agreement, Insmed issued Hercules a warrant to purchase 329,932 shares of Insmed common stock at an exercise price of $2.94 per share. The remaining $10 million of the term loan is available at Insmed's option throughout the availability period, which ends on December 31, 2012. Further information with respect to the loan agreement with Hercules is contained in a Current Report on Form 8-K filed today by