TACTILE SYSTEMS TECHNOLOGY INC
For the period ended Dec 31, 2023. Filed Feb 20, 2024.
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FY2023 · Filed Feb 20, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
| 1. | Financial Statements |
The following financial statements of Tactile Systems Technology, Inc. are set forth in Part II, Item 8:
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
| 2. | Financial Statement Schedules |
Not applicable.
| 3. | Exhibits |
A list of exhibits required to be filed as part of this report is set forth in the Exhibit Index below.
EXHIBIT INDEX
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| · · · · Incorporated by Reference · · | ||||||||||
| Exhibit · · · · · · · Exhibit · Filed | ||||||||||
| Number · · Description of Exhibit · · Form · Date of Filing · · Number · · Herewith | ||||||||||
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| 2.1 | | Asset Purchase Agreement, dated as of September 8, 2021, among Tactile Systems Technology, Inc., International Biophysics Corporation and H. David Shockley, Jr. | | 8-K | | 09/08/2021 | | 2.1 | | |
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| 2.2 | | Amendment to Asset Purchase Agreement, dated as of November 4, 2022, by and between Tactile Systems Technology, Inc. and Movair, Inc. (f/k/a International Biophysics Corporation) | | 10-Q | | 11/07/2022 | | 2.1 | | |
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| 3.1 | | Amended and Restated Certificate of Incorporation, as amended through May 9, 2019 | | 8-K | | 05/09/2019 | | 3.2 | | |
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| 3.2 | | Amended and Restated Bylaws, effective December 19, 2022 | | 10-K | | 02/21/2023 | | 3.2 | | |
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| 4.1 | | Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 | | 10-K | | 02/23/2022 | | 4.1 | | |
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| 4.2 | | Specimen Certificate representing shares of common stock | | S-1 | | 05/06/2016 | | 4.1 | | |
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| 4.3 | | Form of Senior Indenture | | S-3 | | 01/18/2023 | | 4.3 | | |
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| 4.4 | | Form of Subordinated Indenture | | S-3 | | 01/18/2023 | | 4.4 | | |
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| 10.1* | | 2007 Omnibus Stock Plan | | S-1 | | 01/25/2016 | | 10.5 | | |
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| 10.2* | | Form of Incentive Stock Option Agreement under 2007 Omnibus Stock Plan | | S-1 | | 01/25/2016 | | 10.6 | | |
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| 10.3* | | Form of Non-Statutory Stock Option Agreement (Employee) under 2007 Omnibus Stock Plan | | S-1 | | 01/25/2016 | | 10.7 | | |
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| 10.4* | | Form of Non-Statutory Stock Option Agreement (Directors) under 2007 Omnibus Stock Plan | | S-1 | | 01/25/2016 | | 10.8 | | |
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| 10.5* | | Form of Non-Statutory Stock Option Agreement (Consultants) under 2007 Omnibus Stock Plan | | S-1 | | 01/25/2016 | | 10.9 | | |
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| 10.6* | | Form of Restricted Stock Agreement | | S-1 | | 01/25/2016 | | 10.10 | | |
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| 10.7* | | 2016 Equity Incentive Plan | | S-1 | | 06/09/2016 | | 10.11 | | |
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| 10.8* | | Form of Non-Qualified Stock Option Agreement under 2016 Equity Incentive Plan | | S-1 | | 06/09/2016 | | 10.12 | | |
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| 10.9* | | Form of Non-Qualified Stock Option Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2020) | | 10-Q | | 05/04/2020 | | 10.1 | | |
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| 10.10* | | Form of Incentive Stock Option Agreement under 2016 Equity Incentive Plan | | S-1 | | 06/09/2016 | | 10.13 | | |
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| 10.11* | | Form of Incentive Stock Option Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2020) | | 10-Q | | 05/04/2020 | | 10.2 | | |
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| 10.12* | | Form of Restricted Stock Agreement under 2016 Equity Incentive Plan | | S-1 | | 06/09/2016 | | 10.14 | | |
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| 10.13* | | Form of Restricted Stock Unit Award Agreement under 2016 Equity Incentive Plan | | S-1 | | 06/09/2016 | | 10.15 | | |
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| 10.14* | | Form of Restricted Stock Unit Award Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2019) | | 10-Q | | 05/06/2019 | | 10.3 | | |
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| 10.15* | | Form of Restricted Stock Unit Award Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2020) | | 10-Q | | 05/04/2020 | | 10.3 | | |
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| 10.16* | | Form of Restricted Stock Unit Agreement under 2016 Equity Incentive Plan (Quarterly Awards) | | S-1 | | 06/09/2016 | | 10.16 | | |
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| 10.17* | | Form of Performance Stock Unit Agreement under the 2016 Equity Incentive Plan to be used for awards beginning in 2018 | | 8-K | | 02/27/2018 | | 10.1 | | |
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| 10.18* | | Form of Performance Stock Unit Award Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2019) | | 10-Q | | 05/06/2019 | | 10.4 | | |
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| 10.19* | | Form of Performance Stock Unit Award Agreement under 2016 Equity Incentive Plan (to be used for awards beginning in 2020) | | 10-Q | | 05/04/2020 | | 10.4 | | |
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| 10.20* | | Employee Stock Purchase Plan | | S-1 | | 06/09/2016 | | 10.17 | | |
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| 10.21* | | First Declaration of Amendment to Employee Stock Purchase Plan | | 10-K | | 02/26/2018 | | 10.18 | | |
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| 10.22* | | Management Incentive Plan | | 8-K | | 03/10/2017 | | 10.1 | | |
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| 10.23* | | Non-Employee Director Compensation Policy | | 10-K | | 02/23/2022 | | 10.23 | | |
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| 10.24* | | Form of Director and Officer Indemnification Agreement | | S-1 | | 05/06/2016 | | 10.19 | | |
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| 10.25* | | Tactile Systems Technology, Inc. Executive Employee Severance Plan | | 10-Q | | 11/05/2018 | | 10.2 | | |
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| 10.26* | | Form of Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement | | 10-Q | | 11/05/2018 | | 10.3 | | |
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| 10.27* | | Offer letter between Daniel L. Reuvers and Tactile Systems Technology, Inc. dated May 20, 2020 | | 8-K | | 05/22/2020 | | 10.1 | | |
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| 10.28* | | Transition and Consulting Agreement, dated as of January 10, 2020, by and between Gerald R. Mattys and Tactile Systems Technology, Inc. | | 8-K | | 01/13/2020 | | 10.1 | | |
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| 10.29* | | Offer letter between Eric Pauls and Tactile Systems Technology, Inc. dated April 19, 2021 | | 10-K | | 02/23/2022 | | 10.29 | | |
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| 10.30* | | Offer letter between Kristie Burns and Tactile Systems Technology, Inc. dated February 1, 2021 | | 10-K | | 02/23/2022 | | 10.30 | | |
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| 10.31* | | Offer letter between Elaine M. Birkemeyer and Tactile Systems Technology, Inc., dated as of February 21, 2023 | | 8-K | | 03/14/2023 | | 10.1 | | |
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| 10.32* | | Offer letter between Sherri Ferstler and Tactile Systems Technology, Inc., dated as of July 18, 2023 | | 10-Q | | 08/07/2023 | | 10.3 | | |
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| 10.33 | | Credit Agreement, dated as of August 3, 2018, by and among Tactile Systems Technology, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association | | 10-Q | | 08/06/2018 | | 10.1 | | |
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| 10.34 | | First Amendment to Credit Agreement, dated as of February 12, 2019, by and among Tactile Systems Technology, Inc., the lenders party thereto and Wells Fargo Bank, National Association | | 10-K | | 02/28/2019 | | 10.33 | | |
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| 10.35 | | Waiver and Second Amendment to Credit Agreement, dated as of March 25, 2019, by and among Tactile Systems Technology, Inc., the lenders party thereto and Wells Fargo Bank, National Association | | 10-Q | | 05/06/2019 | | 10.2 | | |
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| 10.36 | | Third Amendment to Credit Agreement, dated as of August 2, 2019, by and among Tactile Systems Technology, Inc., the lenders party thereto and Wells Fargo Bank, National Association | | 10-Q | | 11/04/2019 | | 10.1 | | |
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| 10.37 | | Amended and Restated Credit Agreement, dated as of April 30, 2021, by and among Tactile Systems Technology, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent | | 10-Q | | 05/03/2021 | | 10.1 | | |
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| 10.38 | | First Amendment Agreement, dated as of September 8, 2021, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent | | 8-K | | 09/08/2021 | | 10.1 | | |
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| 10.39 | | Second Amendment Agreement, dated as of February 22, 2022, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent | | 10-K | | 02/23/2022 | | 10.37 | | |
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| 10.40 | | Third Amendment Agreement, dated as of June 21, 2023, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent | | 10-Q | | 08/07/2023 | | 10.1 | | |
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| 10.41 | | Fourth Amendment Agreement, dated as of August 1, 2023, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent | | 10-Q | | 08/07/2023 | | 10.2 | | |
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| 21.1 | | Subsidiaries | | S-1 | | 01/25/2016 | | 21.1 | | |
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| 23.1 | | Consent of Grant Thornton LLP | | | | | | | | X |
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| 24.1 | | Power of Attorney (included in signature page) | | | | | | | | X |
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| 31.1 | | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934, as amended | | | | | | | | X |
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| 31.2 | | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934, as amended | | | | | | | | X |
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| 32.1 | | Certification of Principal Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
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| 32.2 | | Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | X |
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| 97.1 | | Tactile Systems Technology, Inc. Required Compensation Recovery Policy | | | | | | | | X |
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| 101.1 | | Inline XBRL for the following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023: (i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Financial Statements; and for the information set forth in Part II, Item 9B. | | | | | | | | X |
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| 104.1 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1) | | | | | | | | X |
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| * | | Indicates management contract or compensatory plan or arrangement. | ||||||||
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