TANDEM DIABETES CARE INC
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report:
- Financial Statements. The following documents are included in Part II, Item 8 of this Annual Report and are incorporated by reference herein:
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 75 |
| Consolidated Balance Sheets | 77 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) | 78 |
| Consolidated Statements of Stockholders’ Equity | 79 |
| Consolidated Statements of Cash Flows | 80 |
| Notes to Consolidated Financial Statements | 81 |
Financial Statement Schedules. Financial statement schedules have been omitted because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
Exhibits.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Date of First Filing | Exhibit Number | ProvidedHerewith |
| 3.1 | Amended and Restated Certificate of Incorporation (as amended through August 1, 2023 and currently in effect). | 10-Q | 001-36189 | 3-Aug-23 | 3.1 | |
| 3.2 | Amended and Restated Bylaws (as amended through August 1, 2023 and currently in effect). | 10-K | 001-36189 | 3-Aug-23 | 3.2 | |
| 4.1 | Reference is made to Exhibits 3.1 and 3.2. | |||||
| 4.2 | Description of Capital Stock. | X | ||||
| 4.3 | Form of Common Stock Certificate. | S-1/A | 333-191601 | 1-Nov-13 | 4.1 | |
| 4.4 | Form of Warrant to Purchase Stock. | S-1 | 333-216531 | 8-Mar-17 | 4.3 | |
| 4.5 | Indenture dated May 15, 2020 by and between Tandem Diabetes Care, Inc. and U.S. Bank National Association. | 8-K | 001-36189 | 15-May-20 | 4.1 | |
| 4.6 | Form of Global Note, representing Tandem Diabetes Care, Inc.’s 1.50% Convertible Senior Notes due 2025 (included as Exhibit A to the Indenture filed as Exhibit 4.1). | 8-K | 001-36189 | 15-May-20 | 4.1 | |
| 10.1* | Tandem Diabetes Care, Inc. Amended and Restated 2013 Stock Incentive Plan. | DEF 14A | 001-36189 | 26-Apr-18 | Appendix B | |
| 10.2* | Tandem Diabetes Care, Inc. Amended and Restated 2013 Stock Incentive Plan. | 10-Q | 001-36189 | 30-Jul-2020 | 10.2 | |
| 10.3* | Form of Restricted Stock Unit Agreement under the Amended and Restated 2013 Stock Incentive Plan. | 10-Q | 001-36189 | 30-Jul-2020 | 10.1 | |
| 10.4* | Form of Stock Option Agreement under the Amended and Restated 2013 Stock Incentive Plan. | S-1/A | 333-191601 | 1-Nov-13 | 10.7 |
| 10.5* | Form of Stock Option Agreement under the Amended and Restated 2013 Stock Incentive Plan (Non-Employee Directors). | S-1/A | 333-191601 | 1-Nov-13 | 10.8 |
| 10.6* | Tandem Diabetes Care, Inc. Amended and Restated 2013 Employee Stock Purchase Plan. | DEF 14A | 001-36189 | 26-Apr-18 | Appendix C |
| 10.7* | Tandem Diabetes Care, Inc. 2023 Sr. Management Cash Bonus Plan. | 10-Q | 001-36189 | 3-May-2023 | 10.1 |
| 10.8 | Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan. | 10-Q | 001-36189 | 3-Aug-2023 | 10.1 |
| 10.9 | Form of Restricted Stock Units Agreement under the 2023 Long-Term Incentive Plan. | 10-Q | 001-36189 | 3-Aug-2023 | 10.2 |
| 10.10* | Employee Offer Letter, dated January 29, 2013, by and between Tandem Diabetes Care, Inc. and John F. Sheridan. | S-1 | 333-191601 | 7-Oct-13 | 10.13 |
| 10.11* | Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc. and John F. Sheridan. | S-1/A | 333-191601 | 8-Nov-13 | 10.17 |
| 10.12* | Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc. and Susan M. Morrison. | S-1/A | 333-191601 | 8-Nov-13 | 10.19 |
| 10.13* | Amended and Restated Employment Severance Agreement dated August 2, 2017, by and between Tandem Diabetes Care, Inc. and Leigh Vosseller. | S-1 | 333-222553 | 16-Jan-18 | 10.25 |
| 10.14* | Separation Agreement, dated August 18, 2023, by and between Tandem Diabetes Care, Inc. and Brian Hansen. | 8-K | 001-36189 | 18-Aug-23 | 10.1 |
| 10.15* | Transition and Consulting Agreement, dated December 1, 2023, by and between the Company and David B. Berger. | 8-K | 001-36189 | 11-Dec-23 | 10.1 |
| 10.16* | Form of Indemnification Agreement for Directors and Officers | S-1 | 333-191601 | 7-Oct-13 | 10.11 |
| 10.17 | Confidential Intellectual Property Agreement, dated July 10, 2012, by and between Tandem Diabetes Care, Inc. and Smiths Medical ASD, Inc. | S-1/A | 333-191601 | 8-Nov-13 | 10.20 |
| 10.18** | Development Agreement, dated June 4, 2015 by and between Tandem Diabetes Care, Inc. and DexCom, Inc. | 10-Q/A | 001-36189 | 9-Nov-18 | 10.5 |
| 10.19† | Development Agreement, dated November 20, 2020, by and between Tandem Diabetes Care, Inc. and DexCom, Inc. | 10-K | 001-36189 | 24-Feb-21 | 10.24 | |
| 10.20† | Commercialization Agreement, dated November 20, 2020, by and between Tandem Diabetes Care, Inc. and DexCom, Inc. | 10-K | 001-36189 | 24-Feb-21 | 10.25 | |
| 10.21† | License Agreement, dated July 14, 2016, by and between Tandem Diabetes Care, Inc. and TypeZero Technologies, LLC (acquired by DexCom, Inc.). | 10-Q | 001-36189 | 30-Apr-2020 | 10.1 | |
| 10.22† | Commercialization Agreement, dated January 14, 2022, by and between Tandem Diabetes Care, Inc. and Unomedical A/S. | 10-K | 001-36189 | 2-Feb-2022 | 10.35 | |
| 10.23 | Office Lease dated September 15, 2021 by and between Tandem Diabetes Care, Inc. and Kilroy Realty L.P. | 10-Q | 001-36189 | 3-Nov-2021 | 10.1 | |
| 10.24† | Share Purchase Agreement by and Between Tandem Diabetes Care, Inc., and AMF Medical. | 10-K | 001-36189 | 22-Feb-2023 | 10.33 | |
| 10.25 | Employee Offer Letter, dated October 31, 2023, by and between Tandem Diabetes Care, Inc. and Mark Novara. | X | ||||
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||
| 24.1 | Power of Attorney (included on the signature page). | X | ||||
| 31.1 | Certification of John F. Sheridan, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 31.2 | Certification of Leigh A. Vosseller, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 32.1*** | 18 U.S.C. Section 1350 Certification by Chief Executive Officer of Tandem Diabetes Care, Inc. | X | ||||
| 32.2*** | 18 U.S.C. Section 1350 Certification by Chief Financial Officer of Tandem Diabetes Care, Inc. | X | ||||
| 97 | Tandem Diabetes Care, Inc. Clawback Policy. | X | ||||
| 101.INS | Inline XBRL Instance Document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | X |
† Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company has determined that such omitted information is (i) not material, and (ii) is of the type of information that the Company customarily and actually treats as private or confidential.
- Indicates management contract or compensatory plan.
** Confidential treatment has been granted with respect to certain portions of this exhibit pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and have been filed separately with the Securities and Exchange Commission.
*** Certification pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended; furnished herewith.
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