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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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Exhibit
No.
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Description
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Press release issued by Insmed Incorporated on August 8, 2024.
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104
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Cover Page Interactive Date File (embedded within the Inline XBRL document).
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Dated: August 8, 2024
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INSMED INCORPORATED
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By:
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/s/ Michael A. Smith
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Name:
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Michael A. Smith
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Title:
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Chief Legal Officer and Corporate Secretary
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| • |
ARIKAYCE global revenue grew 17% in the second quarter of 2024 compared to the second quarter of 2023, reflecting double-digit year-over-year growth in the U.S., Japan, and Europe and all-time
revenue highs for each of these three regions.
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| • |
The Company met with the U.S. Food and Drug Administration (FDA) in June and aligned on the primary endpoint for the Phase 3 ENCORE study in patients with newly diagnosed or recurrent Mycobacterium avium complex (MAC) lung infection who have not started antibiotics.
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| • |
Insmed is targeting enrollment of 400 patients in the ENCORE study and expects to report topline data in the first quarter of 2026.
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| • |
Insmed reported positive topline data from the Phase 3 ASPEN study of brensocatib in patients with bronchiectasis in May 2024. The study met its primary endpoint, with both dosage strengths of
brensocatib demonstrating statistically significant reductions in the annualized rate of adjudicated pulmonary exacerbations versus placebo. The study also met several prespecified secondary endpoints with statistical significance, including
the change from baseline in forced expiratory volume in 1 second (FEV1) for the 25 mg dose.
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| • |
Based on these results, the Company plans to file a New Drug Application (NDA) with the FDA for brensocatib in patients with bronchiectasis in the fourth quarter of 2024. Pending regulatory
approvals, Insmed anticipates a U.S. launch for brensocatib in mid-2025 and launches in Europe and Japan in the first half of 2026.
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| • |
Additional positive results from the ASPEN study were presented in July 2024 at the 7th World Bronchiectasis Conference in Dundee, Scotland, including nominally significant findings for the 25 mg
dose from two exploratory endpoints: change in post-bronchodilator forced vital capacity (FVC) and change in average daily bronchiectasis exacerbation and symptom tool (BEST) score, a novel symptom diary.
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| • |
Insmed looks forward to presenting additional data from the ASPEN study, including prespecified subpopulation data, at CHEST 2024, taking place October 6-9 in Boston.
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Insmed is advancing launch readiness activities in the U.S. and plans to have 120 new therapeutic specialists hired, trained, and in the field well in advance of launch, focused on bronchiectasis
disease state awareness and education while also detailing ARIKAYCE.
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| • |
The Company continues to enroll patients in the Phase 2b BiRCh trial of brensocatib in patients with chronic rhinosinusitis without nasal polyps (CRSsNP) and anticipates providing topline data from
the study in the second half of 2025.
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| • |
The Company anticipates activating the first U.S. sites in its Phase 2 study of brensocatib in patients with hidradenitis suppurativa (HS) by the end of 2024.
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| • |
Insmed reported positive topline safety and tolerability data as well as certain exploratory efficacy endpoints from the Phase 2 study of treprostinil palmitil inhalation powder (TPIP) in patients
with pulmonary hypertension associated with interstitial lung disease (PH-ILD) in May 2024.
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| • |
The Company continues to anticipate initiating a Phase 3 study of TPIP in patients with PH-ILD in 2025.
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Enrollment remains ongoing in the Phase 2 study of TPIP in patients with pulmonary arterial hypertension (PAH), with more than 75% of the target enrollment currently complete.
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Insmed remains on track to report topline results from the PAH study in the second half of 2025.
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Insmed’s early-stage research efforts include more than 30 identified pre-clinical programs in development, all of which have the potential to become first-in-class or best-in-class therapies.
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The Company continues to anticipate the totality of its early-stage research programs will comprise less than 20% of overall spend.
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During the second quarter of 2024, Insmed completed a public offering of 14,514,562 shares of common stock, including 1,893,203 shares issued pursuant to the exercise in full of the underwriters’
option to purchase additional shares. The Company’s net proceeds from the sale of the shares, after underwriting discounts and other estimated offering-related expenses, were $713.2 million.
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| • |
In June 2024, the Company issued a notice of redemption for all $225 million aggregate principal amount of its outstanding 1.75% convertible senior notes due in January 2025, with a redemption date
of August 9, 2024. As of August 7, 2024, 99.9% of the outstanding notes, or $224.7 million of the outstanding principal, had been converted into approximately 5.7 million shares of common stock in advance of the redemption date.
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| • |
Total revenue for the quarter ended June 30, 2024, was $90.3 million, reflecting 17% growth compared to total revenue of $77.2 million for the second quarter of 2023.
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| • |
Total revenue for second-quarter 2024 included ARIKAYCE net sales of $63.8 million in the U.S., $21.1 million in Japan, and $5.4 million in Europe and rest of world. Second-quarter 2024 sales
demonstrated year-over-year growth of 11% in the U.S., 35% in Japan, and 37% in Europe and rest of world, reflecting continued growth trends for ARIKAYCE in these regions.
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| • |
Cost of product revenues (excluding amortization of intangibles) was $21.0 million for the second quarter of 2024, compared to $16.6 million for the second quarter of 2023, primarily reflecting
increased sales volumes of ARIKAYCE.
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| • |
Research and development (R&D) expenses were $146.7 million for the second quarter of 2024, compared to $197.0 million for the second quarter of 2023. The year-over-year decrease in R&D
expenses was primarily driven by the non-cash cost of the Adrestia acquisition in the prior-year quarter.
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Selling, general and administrative (SG&A) expenses for the second quarter of 2024 were $106.6 million, compared to $84.4 million for the second quarter of 2023. The year-over-year increase in
SG&A expenses resulted primarily from increases in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount.
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The Company recorded a non-cash expense of $103.7 million in the second quarter of 2024, reflecting the change in fair value of deferred and contingent consideration liabilities associated with
previous acquisitions, which primarily resulted from the increase in our share price during the quarter.
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For the second quarter of 2024, Insmed reported a net loss of $300.6 million, or $1.94 per share, compared to a net loss of $244.8 million, or $1.78 per share, for the second quarter of 2023.
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As of June 30, 2024, Insmed had cash and cash equivalents totaling $1,246.8 million.
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Insmed is reiterating its guidance for full-year 2024 global ARIKAYCE revenues in the range of $340 million to $360 million, representing 15% year-over-year growth at the midpoint compared to 2023.
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Insmed continues to anticipate 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.
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The Company plans to continue to invest in the following key activities in 2024:
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commercialization and continued growth of ARIKAYCE in its current indication globally, as well as advancement of the clinical trial program intended to potentially support label expansion to include
all patients with a MAC lung infection and to satisfy the post-marketing requirement for full approval of its current indication;
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| (ii) |
advancement of brensocatib, including:
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| a. |
activities related to regulatory filing and commercial launch readiness for bronchiectasis and
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| b. |
the ongoing Phase 2 BiRCh trial in patients with CRSsNP and the anticipated Phase 2 program in HS;
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advancement of its clinical development programs for TPIP; and
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development of its early-stage research programs.
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Three Months Ended June 30,
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Six Months Ended June 30,
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2024
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2023
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2024
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2023
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Product revenues, net
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$
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90,340
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$
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77,229
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$
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165,840
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$
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142,443
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Operating expenses:
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Cost of product revenues (excluding amortization of intangible assets)
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20,964
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16,594
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38,421
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30,424
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Research and development
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146,748
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196,969
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267,831
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324,834
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Selling, general and administrative
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106,569
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84,431
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199,671
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164,345
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Amortization of intangible assets
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1,263
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1,263
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2,526
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2,526
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Change in fair value of deferred and contingent consideration liabilities
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103,700
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13,500
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91,800
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4,000
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Total operating expenses
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379,244
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312,757
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600,249
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526,129
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Operating loss
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(288,904
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)
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(235,528
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)
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(434,409
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)
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(383,686
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)
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Investment income
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10,285
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11,172
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19,068
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21,696
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Interest expense
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(21,267
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)
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(20,619
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)
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(42,309
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)
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(40,622
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Change in fair value of interest rate swap
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384
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1,184
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2,746
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(349
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)
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Other expense, net
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(269
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)
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(488
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)
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(1,369
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(599
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Loss before income taxes
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(299,771
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)
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(244,279
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)
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(456,273
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(403,560
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)
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Provision for income taxes
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838
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530
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1,427
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1,013
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Net loss
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$
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(300,609
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$
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(244,809
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$
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(457,700
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$
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(404,573
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Basic and diluted net loss per share
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$
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(1.94
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$
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(1.78
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$
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(3.02
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)
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$
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(2.95
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)
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Weighted average basic and diluted common shares outstanding
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154,702
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137,553
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151,579
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136,957
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As of
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As of
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June 30, 2024
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December 31, 2023
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(unaudited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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1,246,799
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$
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482,374
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Marketable securities
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-
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298,073
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Accounts receivable
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40,300
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41,189
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Inventory
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90,063
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83,248
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Prepaid expenses and other current assets
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41,022
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24,179
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Total current assets
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1,418,184
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929,063
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Fixed assets, net
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72,777
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65,384
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Finance lease right-of-use assets
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19,629
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20,985
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Operating lease right-of-use assets
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16,406
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18,017
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Intangibles, net
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61,178
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63,704
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Goodwill
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136,110
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136,110
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Other assets
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85,834
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96,574
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Total assets
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$
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1,810,118
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$
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1,329,837
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Liabilities and shareholders' equity
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Current liabilities:
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Accounts payable and accrued liabilities
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$
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290,844
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$
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214,987
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Current portion of long-term debt
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224,448
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-
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Finance lease liabilities
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2,782
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2,610
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Operating lease liabilities
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6,077
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8,032
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||||||
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Total current liabilities
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524,151
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225,629
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Debt, long-term
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946,825
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1,155,313
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Royalty financing agreement
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158,377
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155,034
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Contingent consideration
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101,500
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84,600
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Finance lease liabilities, long-term
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25,588
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27,026
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||||||
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Operating lease liabilities, long-term
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11,666
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11,013
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Other long-term liabilities
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3,193
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3,145
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Total liabilities
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1,771,300
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1,661,760
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Shareholders' equity:
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||||||||
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Common stock, $0.01 par value; 500,000,000 authorized shares, 166,666,599
and 147,977,960 issued and outstanding shares at June 30, 2024 and December 31, 2023, respectively
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1,667
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1,480
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Additional paid-in capital
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3,943,826
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3,113,487
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Accumulated deficit
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(3,903,845
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)
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(3,446,145
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)
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Accumulated other comprehensive loss
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(2,830
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)
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(745
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)
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Total shareholders' equity (deficit)
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38,818
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(331,923
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)
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Total liabilities and shareholders' equity (deficit)
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$
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1,810,118
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$
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1,329,837
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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.
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