Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 22, 2017, Tandem Diabetes Care, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Piper Jaffray Co., as representative of the
several underwriters named therein (the Underwriters), in
connection with the public offer and sale by the Company of
18,000,000 shares of the Companys common stock, par value $0.001
per share, at a public offering price of $1.25, less underwriting
discounts.The shares are being offered and sold to a Registration
Statement on Form S-1 (File No. 333-216531), which was originally
filed with the Securities and Exchange Commission (SEC) on March
8, 2017 and declared effective by the SEC on March 22, 2017 (as
amended, the Registration Statement). 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 2,700,000 additional
shares of common stock from the Company at the public offering
price, less underwriting discounts.
The Company expects to receive gross proceeds from the offering
of $22.5 million, or approximately $25.9 million if the
Underwriters exercise their option to purchase additional shares
in full, before deducting the underwriting discounts and
estimated offering expenses payable by the Company. The Company
intends to use the proceeds of the offering for working capital
and other general corporate purposes.
The offering is expected to close on or about March 28, 2017,
subject to the satisfaction of customary closing conditions. The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company, conditions to closing,
and termination provisions, as well as 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 form of the Underwriting
Agreement, which is filed as Exhibit 1.1 to the registration
statement on Form S-1 (File No. 333-216531) and is incorporated
herein by reference.
Item 8.01Other Events
On March 23, 2017, the Company issued a press release announcing
the pricing of the aforementioned 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, except as
expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits.
|
Number |
Description |
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99.1 |
Press release of Tandem Diabetes Care, Inc. dated March |
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. Tandem Diabetes Care, Inc. (NASDAQ:TNDM) Recent Trading Information
Tandem Diabetes Care, Inc. (NASDAQ:TNDM) closed its last trading session down -0.30 at 1.25 with 8,565,240 shares trading hands.