Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01Entry into a Material Definitive Agreement.
On October 13, 2017, Tandem Diabetes Care, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc. acting on its own behalf and as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of (i) the Company’scommon stock, par value $0.001 per share (the “Common Stock”), (ii) Series A Warrants to Purchase Common Stock (the “Series A Warrants”) and (iii) Series B Warrants to Purchase Common Stock (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). Subject to the terms and conditions contained in the Underwriting Agreement, the Underwriters have agreed to purchase, and the Company has agreed to sell, (i) 4,630,000shares of Common Stock, (ii)Series A Warrants to purchase an aggregate of 4,630,000shares of Common Stock and (iii)Series B Warrants to purchase an aggregate of 4,630,000shares of Common Stock, at a public offering price of $3.50 per share and accompanying Warrants, less the Underwriters’ discount. The net proceeds to the Company from the Offering, after deducting the Underwriters’ discount and other estimated offering expenses payable by the Company, are expected to be approximately $14.8 million, assuming no exercise of the warrants. The net proceeds from the Offering will be used for working capital and general corporate purposes.
The Series A Warrants have an exercise price of $3.50 per share, are immediately exercisable and will expire five years from the date of issuance.
The Series B Warrants have an exercise price of $3.50 per share, are immediately exercisable and will expire six months from the date of issuance.
The Offering is expected to close on or about October 17, 2017, subject to customary closing conditions.
A copy of theform of Underwriting Agreement is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 1.1, and is incorporated herein by reference. The forms of Series A Warrant and Series B Warrant are attached to this Current Report as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. The foregoing is only a brief description of the material terms of theUnderwriting Agreement, and the Warrants, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to these Exhibits.
The Company offered and is selling the above-described securities to aprospectusdated December 19, 2014 and a prospectus supplementdated October 13, 2017, in connection with a takedown from the Company’s shelf registration statement onForm S-3(File No.333-200686), previously declared effective by the Securities and Exchange Commission (the “Shelf Registration Statement”) and a related registration statement on Form S-3 (File No. 333-220929) filed by the Company with the Securities and Exchange Commission on October 13, 2017 to rule 462(b) of the Securities Act of 1933, as amended.
The legal opinion of Stradling Yocca Carlson & Rauth, P.C. relating to the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 1.01 Other Events.
On October 12, 2017, the Company issued a press release announcing the launch of the Offering, and on October 13, 2017, the Company issued a separate press release announcing the pricing of the Offering. Copies of the press releases are attached as Exhibits99.1 and 99.2, respectively, to thisCurrent Reporton Form 8-K and are incorporated by reference herein.
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Item 1.01Financial Statements and Exhibits
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Number |
Description |
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1.1 |
Underwriting Agreement, dated October 13, 2017, between Tandem Diabetes Care, Inc. and Oppenheimer & Co. Inc as Representative of the Underwriters set forth therein |
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4.1 |
Form of Series A Warrant |
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4.2 |
Form of Series B Warrant |
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5.1 |
Opinion of Stradling Yocca Carlson & Rauth, P.C. |
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23.1 |
Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1 above). |
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99.1 |
Press release of Tandem Diabetes Care, Inc., issued on October 12, 2017 |
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99.2 |
Press release of Tandem Diabetes Care, Inc., issued on October 13, 2017 |
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TANDEM DIABETES CARE INC ExhibitEX-1.1 2 tndm-ex11_68.htm EX-1.1 UNDERWRITING AGREEMENT tndm-ex11_68.htm Exhibit 1.1 EXECUTION VERSION TANDEM DIABETES CARE,…To view the full exhibit click here
About Tandem Diabetes Care, Inc. (NASDAQ:TNDM)
Tandem Diabetes Care, Inc. is a medical device company. The Company is engaged in designing, developing and commercializing products for people with insulin-dependent diabetes. The Company manufactures and sells three insulin pump products, which include t:slim Insulin Delivery System (t:slim), t:flex Insulin Delivery System (t:flex) and t:slim G4 Insulin Delivery System (t:slim G4). Its technology platform features Micro-Delivery Technology, a miniaturized pumping mechanism, which draws insulin from a flexible bag within the pump’s cartridge rather than relying on a syringe and plunger mechanism. It also features a software, which is a vivid color touch screen and a micro- universal serial bus (USB) connection that supports both a rechargeable battery and uploads to t:connect Diabetes Management Application (t:connect), its custom cloud-based data management application that provides display therapy management data from the pump and supported blood glucose meters.