Dexcom Reports Material Agreements & Equity Sales

TL;DR

**DEXCOM just filed an 8-K about new and terminated material agreements, plus some unregistered equity sales.**

AI Summary

DEXCOM, INC. filed an 8-K on February 15, 2024, reporting events that occurred on February 13, 2024. The filing indicates the entry into a material definitive agreement, the termination of a material definitive agreement, and unregistered sales of equity securities. Specific details regarding the parties involved, financial terms, or strategic rationale for these actions are not provided in this summary information.

Why It Matters

These corporate actions could signal significant strategic shifts or financing activities for Dexcom, potentially impacting its operational structure, capital, and future growth prospects. Investors will need to review the full filing to understand the financial implications and strategic rationale.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material agreements, equity sales) whose financial and strategic implications are unknown without the full text of the 8-K.

Key Players & Entities

• DEXCOM, INC. (company) — Registrant
• February 13, 2024 (date) — Date of Earliest Event Reported
• February 15, 2024 (date) — Filed As Of Date

FAQ

Key Financial Figures

• $0.001 — ange on Which Registered Common Stock, $0.001 Par Value Per Share DXCM Nasdaq Global

Filing Documents

• dxcm-20240213.htm (8-K) — 38KB
• dxcmexhibit101.htm (EX-10.1) — 45KB
• dxcm-20240213_g1.jpg (GRAPHIC) — 108KB
• 0001093557-24-000024.txt ( ) — 464KB
• dxcm-20240213.xsd (EX-101.SCH) — 2KB
• dxcm-20240213_lab.xml (EX-101.LAB) — 24KB
• dxcm-20240213_pre.xml (EX-101.PRE) — 12KB
• dxcm-20240213_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On February 13, 2024, DexCom, Inc. (the "Company") entered into a warrant termination agreement (the "Termination Agreement") with Bank of America, N.A., ("BofA"), to terminate outstanding warrants to purchase shares of the Company's common stock (the "Common Stock") that were issued to BofA pursuant to confirmation agreements between the Company and BofA, dated as of November 27, 2018, and November 29, 2018 (the "BofA Warrant Transactions"). The BofA Warrant Transactions were entered into in connection with: (i) the Company's issuance of 0.75% Convertible Senior Notes due 2023 that matured on December 1, 2023; (ii) the Company entering into convertible note hedge transactions with respect to its Common Stock with each of BofA and JPMorgan Chase Bank, National Association ( " JPM") that expired on December 1, 2023; and (iii) the Company entering into warrant transactions with JPM (the " JPM Warrant Transactions ") on substantially the same terms as the BofA Warrant Transactions (the BofA Warrant Transactions and the JPM Warrant Transactions collectively being the "Warrant Transactions"). Pursuant to the terms of the Warrant Transactions, the Company agreed to sell to BofA and JPM warrants (the "Warrants") to acquire, subject to anti-dilution adjustments, up to approximately 20.7 million shares of Common Stock (as adjusted to reflect the four-for-one stock split effected in June 2022) . Pursuant to the terms of the Warrant Transactions, the Warrants are scheduled to expire no later than the second quarter of 2024. Pursuant to the terms of the Termination Agreement, the BofA Warrant Transactions with respect to an aggregate of 10.3 million shares of Common Stock will be terminated. In consideration of the termination of these warrants, the Company will deliver shares of Common Stock to BofA, the number of which will be determined based on the daily volume-weighted average price of the Common Stock during an a

02

Item 1.02. Termination of a Material Definitive Agreement. The information required by Item 1.02 is contained in Item 1.01 of this Form 8-K and is incorporated herein by reference.

02

Item 3.02. Unregistered Sales of Equity Securities. The information required by Item 3.02 is contained in Item 1.01 of this Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Number Description 10.1* Warrant Termination Agreement between DexCom, Inc. and Bank of America , N.A., dated February 1 3 , 20 2 4 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

SIGNATURES

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 thereunto duly authorized. DEXCOM, INC. By: /s/ JEREME M. SYLVAIN Jereme M. Sylvain Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: February 15, 2024

View Full Filing

View this 8-K filing on SEC EDGAR