Insmed Incorporated
INSMED INC (Form: 8-K, Received: 01/28/2003 13:48:44)    
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 27, 2003
 
INSMED INCORPORATED
(Exact name of registrant as specified in its charter)
 
VIRGINIA
(State or other jurisdiction of incorporation)
 
0-30739
(Commission File Number)
 
54-1972729
(I.R.S. Employer Identification No.)
 
4851 Lake Brook Drive, Glen Allen, Virginia 23060
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (804) 565-3000

 


 
Item 5.    Other Events and Required FD Disclosure.
 
On January 27, 2003, the registrant issued a press release announcing that it received a NASDAQ Staff Determination on January 22, 2003, indicating that the registrant has failed to comply with NASDAQ’s minimum bid price requirement of $1.00 per share for continued listing of the registrant’s common stock on the NASDAQ National Market as set forth in Marketplace Rule 4450(a)(5) and that, as a result, the registrant’s common stock is therefore subject to delisting from the NASDAQ National Market on January 31, 2003. The registrant has requested a hearing before a NASDAQ Listing Qualifications Panel to review the Staff Determination. The hearing request is expected to stay the delisting of the registrant’s common stock pending the Panel’s decision. The text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
If, at some future date, the registrant’s common stock should cease to be listed on the NASDAQ National Market and the NASDAQ SmallCap Market, the common stock could publicly trade over-the-counter. In such an event, an investor could find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, the registrant’s common stock. In addition, if the registrant’s common stock were to be delisted from trading on the NASDAQ National Market and from the NASDAQ SmallCap Market and the trading price of the common stock were to remain below $5.00 per share, trading in the registrant’s common stock could also be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a “penny stock” (generally, any non-NASDAQ and non-national exchange equity security that has a market price of less than $5.00 per share, subject to certain exceptions). The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in the registrant's common stock, which could severely limit the market liquidity of the registrant’s common stock and the ability of investors to trade the registrant’s common stock. Many brokerage firms are reluctant to recommend lower price stocks for their clients, and the policies and practices of a number of brokerage houses tend to discourage individual brokers within those firms from dealing in lower price stocks. Also, the brokerage commission on the purchase or sale of a stock with a relatively low per share price generally tends to represent a higher percentage of the sales price than the brokerage commission charged on a stock with a relatively higher per share price, to the detriment of the registrant’s shareholders and the market for the registrant’s common stock.


 
 
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.
 
       
INSMED INCORPORATED
Date: January 27, 2003
     
By:
 
/s/    K EVIN P. T ULLY        

               
Kevin P. Tully
Treasurer and Controller


 
 
 
Exhibit 99.1
 
For further information, contact:
Baxter Phillips, III
Investor Relations:
Insmed Incorporated
(804) 565-3041
investors@insmed.com
 
Insmed Incorporated Appeals Delisting notification from Nasdaq.
 
RICHMOND, Va.--(BUSINESS WIRE)--Jan. 27, 2003--Insmed Incorporated (NASDAQ: INSM) announced today that it has requested a hearing before a Nasdaq Listing Qualifications Panel to appeal an earlier Staff Determination to delist the Company’s common stock from the Nasdaq National Market.
 
Insmed Incorporated received a Nasdaq Staff Determination on January 22, 2003, indicating that the Company has failed to comply with Nasdaq’s minimum bid price requirement of $1.00 per share for continued listing of the Company’s common stock on the Nasdaq National Market as set forth in Marketplace Rule 4450(a)(5). As a result, the Company’s common stock is subject to delisting from the Nasdaq National Market on January 31, 2003. Following procedures set forth in the Nasdaq Marketplace Rule 4800 series, the Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. The hearing request is expected to stay the delisting of the Company’s common stock, pending the Panel’s decision, allowing it to continue to trade on the Nasdaq National Market. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing.
 
In the event the Panel denies the Company’s request for continued listing on the Nasdaq National Market, the Company intends to apply for its common stock to be listed on the Nasdaq SmallCap Market. The Company believes that its common stock will likely be listed on the Nasdaq SmallCap Market if it is delisted from the Nasdaq National Market.
 
About Insmed Incorporated
 
Insmed Incorporated discovers and develops pharmaceutical products for the treatment of metabolic and endocrine diseases with unmet medical needs. The Company’s most advanced product candidate, SomatoKine®, is a novel delivery composition of IGF-I that regulates essential metabolic and anabolic (growth promoting) processes, including glucose uptake and tissue regeneration. Insmed is developing SomatoKine® for the treatment of Growth Hormone Insensitivity Syndrome (GHIS) and both type 1 and type 2 diabetes. The Company’s second product candidate, rhIGFBP-3, is a recombinant protein that is being developed as an anti-cancer agent targeted towards the inhibition of solid tumor growth. Further information is available at the company’s corporate website: www.insmed.com
 
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Statements included within this press release, which are not historical in nature, may constitute forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements regarding expected financial position, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing or proposed products or services, plans and objectives of management, demand for new pharmaceutical products, market trends in the pharmaceutical business, inflation and various economic and business trends. Such forward-looking statements are subject to numerous risks and uncertainties, including risks that product candidates may fail in the clinic or may not be successfully marketed, the company may lack financial resources to complete development of product candidates, competing products may be more successful, demand for new pharmaceutical products may decrease, the biopharmaceutical industry may experience negative market trends and other risks detailed from time to time in the company’s filings with the Securities and Exchange Commission. As a result of these and other risks and uncertainties, actual results may differ materially from those described in this press release.