Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement
On February 8, 2018, Tandem Diabetes Care, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein (the “Underwriters”), in connection with the public offering, issuance and sale by the Company of 30,000,000 shares of the Company’s common stock, par value $0.001 per share, at the public offering price of $2.00, less underwriting discounts, to an effective registration statement on Form S-1 (File No. 333-222553) and an effective registration statement on Form S-1 (File No. 333-222939), each filed with the Securities and Exchange Commission.Under the terms of the Underwriting Agreement, the Company has granted the Underwriters an option, exercisable for 30 days from the date of the Underwriting Agreement, to purchase up to 4,500,000 additional shares of the Company’s common stock at the public offering price, less underwriting discounts.
The Company expects to receive net proceeds from the offering of approximately $56.1 million, or approximately $64.5 million if the Underwriters exercise their option to purchase additional shares in full, after deducting underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for working capital and other general corporate purposes.
The offering is expected to close on or about February 13, 2018, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, termination provisions, and indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, or the Securities Act.
The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a form of which is filed as Exhibit 1.1 to the registration statement on Form S-1 (File No. 333-222553) and is incorporated herein by reference.
Item 9.01Other Events
On February 9, 2018, the Company issued a press release announcing the pricing of the public offering. The press release is attached hereto as Exhibit 99.1 and is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
TANDEM DIABETES CARE INC ExhibitEX-99.1 2 tndm-ex991_6.htm EX-99.1 PRESS RELEASE tndm-ex991_6.htm Exhibit 99.1 Media Contact: Steve Sabicer 714-907-6264 ssabicer@thesabicergroup.com Investor Contact: Susan Morrison 858-366-6900 x7005 smorrison@tandemdiabetes.com FOR IMMEDIATE RELEASE Tandem Diabetes Care Announces Pricing of $60 Million Underwritten Public Offering of Common Stock San Diego,…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.