Tandem Diabetes Care Files 8-K on Financing and Equity

TL;DR

Tandem Diabetes Care just filed an 8-K detailing financing agreements and equity sales. Watch for more details.

AI Summary

On March 4, 2024, Tandem Diabetes Care, Inc. entered into a Material Definitive Agreement related to its financing. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. Specific details regarding the dollar amounts and terms of these agreements were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant financial activities for Tandem Diabetes Care, potentially impacting its capital structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks.

Key Players & Entities

• Tandem Diabetes Care, Inc. (company) — Registrant
• March 4, 2024 (date) — Date of earliest event reported
• 001-36189 (other) — SEC File Number
• 20-4327508 (other) — I.R.S. Employer Identification No.
• 12400 High Bluff Drive (address) — Principal executive office address
• San Diego (location) — City of principal executive office
• California (location) — State of principal executive office
• 92130 (zip_code) — Zip code of principal executive office

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share TNDM NASDAQ Global Market I
• $316.25 million — ed private offering (the "Offering") of $316.25 million aggregate principal amount of 1.50% Con
• $41.25 million — option to purchase up to an additional $41.25 million principal amount of Notes. The Notes we
• $1,000 — price (as defined in the Indenture) per $1,000 principal amount of the Notes for each
• $34.56 — itial conversion price of approximately $34.56 per share of Common Stock). The initial
• $45.0 million — ed with a principal amount in excess of $45.0 million (or its foreign currency equivalent) in
• $30.0 million — udgment or judgments for the payment of $30.0 million (or its foreign currency equivalent) or
• $27.105 — ommon Stock on March 5, 2024, which was $27.105 per share, concurrently with the pricin
• $42.0128 — based on a cap price initially equal to $42.0128 per share (which represents a premium o
• $0.2 m — mpany received, which was approximately $0.2 million, was based generally on the termi
• $275.0 Million — are Prices Upsized Private Placement of $275.0 Million of Convertible Senior Notes Due 2029,"

Filing Documents

• tndm-20240304.htm (8-K) — 61KB
• ex41-indenture.htm (EX-4.1) — 964KB
• ex101formofconfirmationfor.htm (EX-10.1) — 220KB
• ex991pressreleaseon342024.htm (EX-99.1) — 17KB
• ex992pressreleaseon362024.htm (EX-99.2) — 22KB
• image.jpg (GRAPHIC) — 27KB
• image_formulax1a.jpg (GRAPHIC) — 3KB
• image_formulax2a.jpg (GRAPHIC) — 3KB
• image_formulax3a.jpg (GRAPHIC) — 3KB
• image_formulax4a.jpg (GRAPHIC) — 3KB
• image_formulax5a.jpg (GRAPHIC) — 6KB
• image_formulax6a.jpg (GRAPHIC) — 4KB
• imagea.jpg (GRAPHIC) — 27KB
• 0001438133-24-000042.txt ( ) — 1715KB
• tndm-20240304.xsd (EX-101.SCH) — 2KB
• tndm-20240304_lab.xml (EX-101.LAB) — 21KB
• tndm-20240304_pre.xml (EX-101.PRE) — 12KB
• tndm-20240304_htm.xml (XML) — 3KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. Indenture and Notes On March 8, 2024, Tandem Diabetes Care, Inc. (the "Company") completed its previously announced private offering (the "Offering") of $316.25 million aggregate principal amount of 1.50% Convertible Senior Notes due 2029 (the "Notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $41.25 million principal amount of Notes. The Notes were issued in accordance with an indenture, dated March 8, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior unsecured obligations of the Company and will mature on March 15, 2029, unless earlier converted, redeemed or repurchased. The Notes will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024, at a rate of 1.50% per year. The Notes are convertible at the option of the holders at any time before the close of business on the business day immediately preceding December 15, 2028 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company's common stock, par value $0.001 per share ("Common Stock"), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price

01 Termination of a Material Definitive Agreement

Item 1.01 Termination of a Material Definitive Agreement The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Unwind Transactions is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided under the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers under the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated March 5 , 2024 by and among the Company and the representatives of the initial purchasers. The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of Common Stock issuable upon conversion of the Notes. To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 11,667,569 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 36.8935 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. Press Releases On March 4 , 2024, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On March 6 , 2024 , the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. 5

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this report, including statements regarding the Company's expected uses of the net proceeds from the Offering, are based upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation to update any such forward-looking statements. Although the Company's forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. These statements are not guarantees of future performance and actual results could differ materially from the Company's current expectations. As a result, you are cautioned not to rely on these forward-looking statements. Factors that could cause or contribute to such differences include the risks and uncertainties discussed in the "Risk Factors" section of the Company's annual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 21, 2024, and other subsequent filings the Company makes with the Securities and Exchange Commission from time to time, as well as market risks, trends and conditions, and unanticipated uses of the net proceeds from the Offering. The Company assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of March 8, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. 4.2 Form of Global Note, representing the Company's 1.50% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transactions 99.1 Press release entitled "Tandem Diabetes Care Announces Proposed Private Placement of Convertible Notes," dated March 4, 2024. 99.2 Press release entitled "Tandem Diabetes Care Prices Upsized Private Placement of $275.0 Million of Convertible Senior Notes Due 2029," dated March 6 , 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6

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 hereunto duly authorized. Tandem Diabetes Care, Inc. By: /s/ SHANNON M. HANSEN Shannon M. Hansen Chief Legal, Privacy & Compliance Officer; Secretary Date: March 8, 2024 7

View Full Filing

View this 8-K filing on SEC EDGAR