Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Entry into a Material Definitive Agreement
Item 9.01 Entry into a Material Definitive Agreement

On August 3, 2018, Tandem Diabetes Care, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the underwriters named therein (the “Underwriters”), in connection with the public offering (the "Offering"), issuance and sale by the Company of 3,508,770 shares of the Company’s common stock, par value $0.001 per share, at the public offering price of $28.50 per share, less underwriting discounts. 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 526,315 additional shares of the Company’s common stock at the public offering price, less underwriting discounts.

The Offering is being made to the Company’s registration statement on Form S-3 (File No.333-224460), previously filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2018, and declared effective on May 9, 2018, the registration statement on Form S-3 (File No. 333-226547) filed by the Company with the SEC on August 3, 2018, which became effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), a base prospectus dated May 9, 2018 and a prospectus supplement dated August 2, 2018.

The Company expects to receive net proceeds from the offering of up to $94.6 million, or approximately $108.9 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 from the offering to satisfy all or a portion of the Company’s indebtedness to Capital Royalty Partners II, L.P. and its affiliated funds under an Amended and Restated Term Loan Agreement.The Company may also use any remaining net proceeds for working capital and other general corporate purposes.

The offering is expected to close on or about August 7, 2018, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, and termination provisions.

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Other Events

On August 3, 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 of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

TANDEM DIABETES CARE INC Exhibit
EX-5.1 2 tndm-ex51_8.htm EX-5.1 LEGAL OPINION tndm-ex51_8.htm   Exhibit 5.1 Stradling Yocca Carlson & Rauth,…
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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.