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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Tandem Diabetes Care Inc | NASDAQ:TNDM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0353 | 0.08% | 44.7553 | 44.76 | 45.66 | 499 | 13:50:00 |
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Delaware
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20-4327508
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
|
☐
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|
|
|
|
|
Non-accelerated filer
|
☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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|
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|
|
|
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Emerging growth company
|
☐
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Title of Securities to be Registered
|
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Amount to be Registered (1)
|
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee
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|||||||||
Common Stock, par value $0.001 per share
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|||||||
To be issued under the 2013 Plan
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3,287,262
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(2)
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$
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61.79
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(3)
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$
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203,119,918.98
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$
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24,618.13
|
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Issued on February 15, 2019 under the 2013 Plan
|
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1,035,000
|
|
(4)
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$
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51.50
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(5)
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$
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53,302,500.00
|
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$
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6,460.26
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Issued on February 25, 2019 under the 2013 Plan
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105,000
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(6)
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$
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48.36
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(7)
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$
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5,077,800.00
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$
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615.43
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Issued on March 18, 2019 under the 2013 Plan
|
|
178,180
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(8)
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$
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71.31
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(9)
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$
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12,706,015.80
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$
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1,539.97
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Issued on April 15, 2019 under the 2013 Plan
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100,720
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(10)
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$
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61.62
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(11)
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$
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6,206,366.40
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$
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752.21
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Issued on May 15, 2019 under the 2013 Plan
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145,520
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(12)
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$
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68.18
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(13)
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$
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9,921,553.60
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$
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1,202.49
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Issued on June 17, 2019 under the 2013 Plan
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80,295
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(14)
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$
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63.89
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(15)
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$
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5,130,047.55
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$
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621.76
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Issued on June 18, 2019 under the 2013 Plan
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23,947
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(16)
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$
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64.66
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(17)
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$
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1,548,413.02
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$
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187.67
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Issued on July 15, 2019 under the 2013 Plan
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44,076
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(18)
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$
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64.41
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(19)
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$
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2,838,935.16
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$
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344.08
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Total
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5,000,000
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$
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299,851,550.51
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$
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36,342.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of the registrant’s common stock, par value $0.001 per share (“
Common Stock
”) that become issuable under the Tandem Diabetes Care, Inc. Amended and Restated 2013 Stock Incentive Plan (as amended, the “
2013 Plan
”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of Common Stock.
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(2)
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Represents
3,287,262
additional shares of Common Stock reserved for issuance pursuant to the 2013 Plan and not subject to awards previously issued pursuant to the 2013 Plan. Shares available for issuance under the 2013 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “
SEC
”) on November 19, 2013 (File No. 333-192406), February 24, 2015 (File No. 333-202254), February 24, 2016 (File No. 333-209685), March 8, 2017 (File No. 333-216529), March 1, 2018 (File No. 333-223377), and August 17, 2018 (File No.333-226915). See “Explanatory Note” for additional information.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on July 26, 2019.
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(4)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on February 15, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(5)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$51.50
per share, which represents the exercise price of the stock option awards granted on February 15, 2019 as described in footnote 4.
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(6)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on February 25, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(7)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$48.36
per share, which represents the exercise price of the stock option awards granted on February 25, 2019 as described in footnote 6.
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(8)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on March 18, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(9)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$71.31
per share, which represents the exercise price of the stock option awards granted on March 18, 2019 as described in footnote 8.
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(10)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on April 15, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(11)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$61.62
per share, which represents the exercise price of the stock option awards granted on April 15, 2019 as described in footnote 10.
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(12)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on May 15, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(13)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$68.18
per share, which represents the exercise price of the stock option awards granted on May 15, 2019 as described in footnote 12.
|
(14)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019, which were originally granted on June 17, 2019, subject to and conditioned upon stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(15)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$63.89
per share, which represents the exercise price of the stock option awards granted on June 17, 2019 as described in footnote.
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(16)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on June 18, 2019 following stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(17)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$64.66
per share, which represents the exercise price of the stock option awards issued on June 18, 2019 as described in footnote 16.
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(18)
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Represents shares of Common Stock reserved for issuance pursuant to stock option awards issued on July 15, 2019 following stockholder approval of an increase in the number of shares of Common Stock reserved for issuance under the 2013 Plan.
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(19)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act on the basis of
$64.41
per share, which represents the exercise price of the stock option awards issued on July 15, 2019 as described in footnote 18.
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Incorporated by Reference
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||||
Exhibit Number
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Exhibit Description
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Form
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File No.
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Date of First Filing
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Exhibit Number
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Provided Herewith
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4.1
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S-1/A
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333-191601
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November 4, 2013
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4.1
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4.2
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10-Q
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001-36189
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November 1, 2018
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3.1
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4.3
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S-1/A
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333-191601
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November 4, 2013
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3.5
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4.4
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DEF 14A
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001-36189
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April 11, 2019
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Appendix A
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4.5
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S-1/A
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333-191601
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November 4, 2013
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10.7
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4.6
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S-1/A
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333-191601
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November 4, 2013
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10.8
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5.1
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X
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23.1
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X
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23.2
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X
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24.1
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X
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Tandem Diabetes Care, Inc.
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By:
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/s/ John F. Sheridan
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John F. Sheridan
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President, Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ JOHN F. SHERIDAN
John F. Sheridan
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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August 1, 2019
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/s/ LEIGH A. VOSSELLER
Leigh A. Vosseller
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Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
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August 1, 2019
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/s/ KIM D. BLICKENSTAFF
Kim D. Blickenstaff
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Executive Chairman of the Board
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August 1, 2019
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/s/ DICK P. ALLEN
Dick P. Allen
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Lead Independent Director
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August 1, 2019
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/s/ EDWARD L. CAHILL
Edward L. Cahill
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Director
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August 1, 2019
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/s/ HOWARD E. GREENE, JR.
Howard E. Greene, Jr.
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Director
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August 1, 2019
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/s/ REBECCA B. ROBERTSON
Rebecca B. Robertson
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Director
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August 1, 2019
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/s/ DOUGLAS A. ROEDER
Douglas A. Roeder
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Director
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August 1, 2019
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/s/ CHRISTOPHER J. TWOMEY
Christopher J. Twomey
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Director
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August 1, 2019
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/s/ RICHARD P. VALENCIA
Richard P. Valencia
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Director
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August 1, 2019
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1 Year Tandem Diabetes Care Chart |
1 Month Tandem Diabetes Care Chart |
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