Other Information.
+Added: Fifth Amendment to Credit Agreement
+Added: Because we are filing this Quarterly Report on Form 10-Q within four business days after the triggering event, we are making the following disclosure under this Item 5 instead of filing a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant:
+Added: On November 1, 2024, we entered into a Fifth Amendment Agreement (the “Fifth Amendment”), which amends the Amended and Restated Credit Agreement, dated as of April 30, 2021, as amended by the First Amendment Agreement dated as of September 8, 2021, the Second Amendment Agreement dated as of February 22, 2022, the Third Amendment Agreement dated as of June 21, 2023, and the Fourth Amendment Agreement dated as of August 1, 2023 (as further amended by the Fifth Amendment, the “Credit Agreement”), by and among us, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent.
+Added: The Credit Agreement restricts the Company from making certain payments, including any payments to repurchase shares of its common stock.
+Added: The Fifth Amendment provides for an exception to this restriction by permitting the Company to make payments to repurchase shares of its common stock, as long as the Company is not in default before and after giving effect to such repurchases, and as long as such repurchases do not exceed $30.0 million.
+Added: The foregoing description of the Fifth Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.2 and is incorporated herein by reference.
Trading Arrangements
−Removed: On May 15, 2024 , Kristie T.
−Removed: Burns , our Senior VP Marketing and Clinical Affairs , adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
−Removed: This plan provides for the sale of up to 7,444 shares of our common stock in the aggregate and terminates on the earlier of the close of market on August 26, 2025 , or the date all shares are sold thereunder.
−Removed: On May 28, 2024 , William W.
−Removed: Burke , Chairman of our Board of Directors , adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
−Removed: This plan provides for the sale of up to 7,013 shares of our common stock in the aggregate and terminates on the earlier of the close of market on December 31, 2025 , or the date all shares are sold thereunder.
−Removed: On June 10, 2024 , Elaine M.
−Removed: Birkemeyer , Chief Financial Officer , adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
−Removed: This plan provides for the sale of up to 84,848 shares of our common stock in the aggregate and terminates on the earlier of the close of market on December 31, 2027 , or the date all shares are sold thereunder.
−Removed: On June 10, 2024 , Daniel L.
−Removed: Reuvers , former Chief Executive Officer and current member of our Board of Directors , adopted a pre-arranged trading plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
−Removed: This plan provides for the sale of up to 130,564 shares of our common stock in
−Removed: the aggregate and terminates on the earlier of the close of market on December 31, 2025 , or the date all shares are sold thereunder.
−Removed: During the quarter ended June 30, 2024, 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).
+Added: During the quarter ended September 30, 2024, 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).
The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index below.
3 unchanged sentences
Date of Filing
−Removed: Amended and Restated Certificate of Incorporation, as amended through May 9, 2019
−Removed: Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated May 8, 2024
Amended and Restated Certificate of Incorporation, conformed version reflecting all amendments through May 8, 2024
Amended and Restated By-laws, effective December 19, 2022
−Removed: Offer Letter between Sheri L.
−Removed: Dodd and Tactile Systems Technology, Inc., dated April 23, 2024
−Removed: Form of Confidentiality, Assignment of Intellectual Property and Restrictive Covenants Agreement
−Removed: Transition Letter Agreement between Daniel L.
−Removed: Reuvers and Tactile Systems Technology, Inc., dated April 23, 2024
−Removed: Clarification Letter between Daniel L.
−Removed: Reuvers and Tactile Systems Technology, Inc., dated June 20, 2024
+Added: Tactile Systems Technology, Inc.
+Added: Executive Employee Severance Plan, Amended and Restated as of October 15, 2024
+Added: Fifth Amendment Agreement, dated as of November 1, 2024, among Tactile Systems Technology, Inc., the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934, as amended
4 unchanged sentences
§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL for the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024:
+Added: Inline XBRL for the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024:
(i) Balance Sheets, (ii) Statements of Operations, (iii) Statements of Stockholders’ Equity, (iv) Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements;
3 unchanged sentences
Tactile Systems Technology, Inc.
−Removed: August 5, 2024
+Added: November 4, 2024
/s/ Elaine M.
2 unchanged sentences
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.