What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-21 · 44 added, 37 removed, 182 unchanged (31% of the section changed)

10 unchanged sentences

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Internal control

over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

generally accepted accounting principles.

37 unchanged sentences

Other Information.

Trading Arrangements

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

8 unchanged sentences

Previously, he served as President of Advanced Respiratory and Omni-Tract Surgical, both resulting in acquisitions by Hill-Rom and Integra, respectively.

Reuvers served on the board of Respirtech, Inc.

for 10 years, until their acquisition by Philips.

Reuvers currently serves on the board of Etac Group since October 2023, and previously served on the board of Respirtech, Inc.

for 10 years, until their acquisition by Philips in 2017.

Birkemeyer , age 49, has served as our Chief Financial Officer since joining the Company in March 2023.

Birkemeyer joined the Company from UnitedHealth Group Incorporated (“UnitedHealth”), where she had served as Chief Financial Officer, Optum Care Solutions, from May 2021 to March 2023.

Prior to that she held various other roles with UnitedHealth, including Chief Financial Officer, Rally Health from March 2020 to May 2021, Senior Vice President, Optum Corporate Finance from February 2017 to March 2020, and Vice President, Optum Operations Finance from July 2014 to February 2017.

Previously, Ms.

Birkemeyer held various positions with Best Buy Co., Inc., including Senior Director, Strategy and Business Planning, Senior Finance Director and Senior Finance Manager.

Birkemeyer has over 26 years of experience in finance, accounting, financial analysis, strategy and business planning.

Birkemeyer holds an M.B.A.

from Northwestern University 's Kellogg School of Management and a B.S.

in Economics from the University of Pennsylvania's Wharton School.

Burns , age 52, has served as our Senior Vice President, Marketing & Clinical Affairs since joining the company in March 2021.

10 unchanged sentences

Burns previously served in consulting and business development roles of increasing responsibility at a privately-held cardiology consulting practice that was subsequently acquired by GE Medical Systems, from 1994 to 1999.

Moen , age 55, has served as our Chief Financial Officer since joining the company in September 2018.

Prior to joining our company, Mr.

Moen served as Chief Financial Officer of Entellus Medical, Inc., a publicly held medical device company, from May 2016 until the company’s acquisition by Stryker Corporation in February 2018.

Prior to joining Entellus Medical, Mr.

Moen served as Executive Vice President and Chief Financial Officer of ABRA Auto Body & Glass LP, an automotive collision repair company, from November 2013 to May 2015.

Moen previously served as Senior Vice President and Chief Financial Officer of Regis Corporation, a publicly held owner, franchisor and operator of beauty salons, from January 2011 to December 2012.

Moen held various financial roles of increasing responsibility with Regis Corporation, beginning in 2000.

Moen holds a B.A.

in Accounting from the University of North Dakota and is a Certified Public Accountant (inactive) and started his professional career with Coopers and Lybrand.

Eric Pauls , age 48, has served as our Senior Vice President, Sales since joining the company in May 2021.

Prior to joining our company, Mr.

Pauls served in positions of increasing responsibility at Royal Philips (NYSE:

PHIA), a leading health technology company.

He most recently held the position of Business Sales Leader for Sleep and Respiratory Care, North America.

In this position, Mr.

Pauls was responsible for a sleep and respiratory business, where he led a team of 500 sales and support personnel across multiple sales channels.

From July 2017 to September 2019, he served as Business Segment Leader for RespirTech, a U.S.-based provider of an in-home wearable treatment for patients with chronic respiratory conditions, which was acquired by Philips in 2017.

Pauls was Vice President of Sales for Key Accounts from January 2015 to June 2017 and Director of Sales for National Accounts from July 2012 to January 2014, leading targeted sales teams within Philips’ Sleep and Respiratory Care business.

He joined Philips Respironics as a Technical Sales Specialist in 2002, and was subsequently promoted to multiple positions within its sales organization over the following decade.

Pauls holds a M.B.A.

from Baker University and a B.S.

in Respiratory Care from the University of Kansas.

Ferstler , age 54, has served as our Senior Vice President of Sales since joining the company in July 2023.

Prior to joining Tactile Medical, Ms.

Ferstler served as Vice President Sales, North America for Johnson & Johnson Vision since 2016 (NYSE:

In this position, Ms.

Ferstler led the field & inside sales teams, strategic accounts & training functions selling Acuvue brand contact lenses across multiple channels.

Ferstler began her career in 1992 with Parke-Davis Pharmaceuticals where she served in a variety of sales, sales management and training and development roles.

She joined Pfizer in 2000, serving as a district sales manager for all branded pharmaceutical products until 2003, then as Director of Division Operations and as a regional manager for Pfizer’s Urology and Respiratory product portfolios.

From 2007 to 2016, Ms.

Ferstler led regional and national sales teams for Endo Pharmaceuticals, Bayer Diabetes Care and Mylan Pharmaceuticals.

Ferstler holds Bachelor of Arts in Psychology from the State University of New York College at Buffalo.

Corporate Governance

20 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

10 unchanged sentences

David Shockley, Jr.

Amendment to Asset Purchase Agreement,

dated as of November 4, 2022, by and

between Tactile Systems Technology, Inc.

(f/k/a International Biophysics

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)

Amended and Restated Certificate of Incorporation, as amended through May 9, 2019

Amended and Restated Bylaws, effective

D ecember 19, 2022

Amended and Restated Bylaws, effective D ecember 19, 2022

Description of the Registrant's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

38 unchanged sentences

dated February 1, 2021

O ffer letter between Elaine M.

Birkemeyer and Tactile Systems Technology, Inc., dated as of February 21, 2023

O ffer letter between Sherri Ferstler and Tactile Systems Technology, Inc., dated as of July 18, 2023

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

5 unchanged sentences

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

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

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

Consent of Grant Thornton LLP

6 unchanged sentences

§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL:

(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Comprehensive Loss, (iv) Statements of Stockholders’ Equity, (v) Statements of Cash Flows, and (vi) Notes to the Financial Statements

Tactile Systems Technology, Inc.

Required Compensation Recovery Policy

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.

Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1)

8 unchanged sentences

Each of the undersigned hereby appoints Daniel L.

Reuvers and Brent A.

Moen, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Reuvers and Elaine M.

Birkemeyer, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 20, 2024.

1 unchanged sentence

Chief Executive Officer (principal executive officer) and Director

/s/ Elaine M.

Chief Financial Officer (principal financial officer and principal

4 unchanged sentences

/s/ Raymond O.

/s/ Deepti Jain

/s/ Carmen B.

Vindell Washington

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures