Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

____________________________

Tandem Diabetes Care, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware

001-36189

20-4327508

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

12400 High Bluff Drive

92130

San Diego

California

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 366-6900

N/A

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	TNDM	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

____________________________

Item 1.01 Entry into a Material Definitive Agreement.

On May 22, 2024, Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”) and Dexcom, Inc., a Delaware corporation (“Dexcom”) entered into an Amended and Restated Development Agreement to the Original Development Agreement, dated as of November 20, 2020, between the Company and Dexcom, under which the integration of the Company’s insulin pumps with Dexcom’s Continuous Glucose Monitoring (“CGM”) devices are addressed. The Amended and Restated Development Agreement incorporates the integration of the Company’s Sigi insulin pump with Dexcom’s G7 CGM device, extends the term for a period of five years, and amends certain definitions and terms and conditions related to devices and development generally.

On May 22, 2024, the Company and Dexcom also entered into an Amended and Restated Commercialization Agreement to the Original Commercialization Agreement, dated as of November 20, 2020, between the Company and Dexcom, under which the commercialization of the integrated solutions developed under the Amended and Restated Development Agreement are addressed. The Amended and Restated Commercialization Agreement incorporates the commercialization of the Company’s Sigi insulin pump with Dexcom’s G7 CGM device, extends the term for a period of five years, and amends certain definitions and terms and conditions related to devices and commercialization generally.

The Company intends to file both the Amended and Restated Development Agreement and the Amended and Restated Commercialization Agreement as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Tandem Diabetes Care, Inc.

By:						/s/ SHANNON M. HANSEN
						Shannon M. Hansen
						Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary

Date: June 18, 2024

Cover Page Cover Page	May 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 22, 2024
Entity Registrant Name	Tandem Diabetes Care, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36189
Entity Tax Identification Number	20-4327508
Entity Address, Address Line One	12400 High Bluff Drive
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	858
Local Phone Number	366-6900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TNDM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001438133