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): August 7, 2018

 

Tandem Diabetes Care, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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:

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. ⌧

 

 

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Item 8.01Other Events

 

On August 7, 2018, Tandem Diabetes Care, Inc. (the “Company”) closed the previously announced underwritten public offering 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. In addition, the underwriters for the offering fully exercised their option to purchase 526,315 additional shares of the Company’s common stock at the public offering price, less underwriting discounts. All of the shares in the offering were issued by the Company, resulting in gross proceeds to the Company of $115.0 million. The net proceeds to the Company from the offering, after deducting the underwriting discounts and other estimated offering expenses payable by the Company, are expected to be approximately $108.9 million.

 

Oppenheimer & Co. Inc. acted as the sole book‐running manager for the offering. Robert W. Baird acted as co‐manager.

 

The offer and sale of the shares was made by the Company pursuant to an effective registration statement on Form S-3 (File No. 333-224460) and registration statement on Form S-3 (File No. 333-226547), each filed with the Securities and Exchange Commission.

 

This Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

 

 

 

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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.

 

Date:  August 7, 2018

 

 

 

Exhibit 99.1

 

 

Media Contact:

Steve Sabicer

714-907-6264

ssabicer@thesabicergroup.com

 

Investor Contact:

Susan Morrison

858-366-6900 x7005

smorrison@tandemdiabetes.com

 

FOR IMMEDIATE RELEASE

 

Tandem Diabetes Care Announces Closing of $115 Million Underwritten Public Offering of Common Stock

San Diego, August 7, 2018 – Tandem Diabetes Care®, Inc. (NASDAQ: TNDM), (“Tandem”) a medical device company and manufacturer of the only touchscreen insulin pumps available in the United States, today announced the closing of its previously announced underwritten public offering of 3,508,770 shares of common stock at a price to the public of $28.50 per share.  In addition, the underwriters fully exercised an option to purchase 526,315 additional shares of common stock at the public offering price.  All of the shares in the offering were offered by Tandem, with gross proceeds to Tandem of approximately $115 million.

Oppenheimer & Co. Inc. acted as the sole book‐running manager for the offering.  Robert W. Baird & Co. Incorporated acted as a co-manager in connection with the offering.

 

A shelf registration statement on Form S-3 relating to these securities was filed by Tandem with the Securities and Exchange Commission and declared effective on May 9, 2018. A copy of the final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering may be obtained from: Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad St., 26^th Floor, New York, NY 10004, by telephone at (212) 667-8055 or by email at EquityProspectus@opco.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Tandem Diabetes Care, Inc.
Tandem Diabetes Care, Inc. (www.tandemdiabetes.com) is a medical device company dedicated to improving the lives of people with diabetes through relentless innovation and revolutionary customer experience.  Tandem takes an innovative, user-centric approach to the design, development and commercialization of products for people with diabetes who use insulin. Tandem manufactures and sells the t:slim X2™ Insulin Pump with Basal-IQ™ technology. The t:slim X2 Pump is capable of remote feature updates using a personal computer, and is the first insulin pump designated as compatible with integrated continuous glucose monitoring (iCGM) devices. Tandem is based in San Diego, California.

 

 

 

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Tandem Diabetes Care is a registered trademark, and t:slim X2 and Basal-IQ are trademarks of Tandem Diabetes Care, Inc.

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