What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-24 · 98 added, 65 removed, 147 unchanged (53% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2019 , we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in the reports we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2020, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2020.

Management’s Report on Internal Control over Financial Reporting

Internal Control over Financial Reporting

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

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principle financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2019 , our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework, or 2013 Framework.

Based on this assessment, our management concluded that, as of December 31, 2019 , our internal control over financial reporting was effective based on those criteria.

Internal control over financial reporting is a process designed by or under the supervision of our management, including our principal executive officer and principle financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2020, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2020 as stated in its report, which is included herein.

11 unchanged sentences

Vosseller, our principal financial and accounting officer, are involved in a personal relationship and share a primary residence.

While our board of directors is informed of the relationship and appropriate actions have been taken to ensure compliance with Company policies and procedures, the existence of this relationship may create additional risk, or the perception of additional risk, that our controls and procedures may not be effective.

While our board of directors is informed of the relationship and appropriate actions have been taken to ensure compliance with our policies and procedures, the existence of this relationship may create additional risk, or the perception of additional risk, that our controls and procedures may not be effective.

Report of Independent Registered Public Accounting Firm

56 unchanged sentences

Incorporated by Reference

Exhibit Number

Exhibit Description

Date of First Filing

Exhibit Number

Exhibit Number Exhibit Description Form File No.

Date of First Filing Exhibit Number Provided

3.1 Amended and Restated Certificate of Incorporation (as amended through August 17, 2018 and currently in effect) .

Amended and Restated Bylaws as currently in effect.

10-Q 001-36189 1-Nov-18 3.1

3.2 Amended and Restated Bylaws (as amended through February 4, 2021 and currently in effect).

4.1 Description of Capital Stock .

10-K 001-36189 24-Feb-20 4.1

4.2 Form of Common Stock Certificate.

S-1/A 333-191601 1-Nov-13 4.1

4.3 Third Amended and Restated Investors’ Rights Agreement, dated August 30, 2012.

S-1 333-191601 7-Oct-13 4.2

4.4 Form of Warrant to Purchase Stock .

S-1 333-216531 8-Mar-17 4.3

4.5 Form of Preferred Stock Warrant.

S-1 333-191601 7-Oct-13 4.4

4.6 Form of Series A Warrant to Purchase Common Stock.

Form of Series B Warrant to Purchase Common Stock.

Amended and Restated Term Loan Agreement, dated April 4, 2014, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P.

and Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

Term Loan Agreement, dated April 4, 2014, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II, L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Parallel Investment Opportunities Partners II L.P.

and Capital Royalty Partners II (Cayman) L.P.

Consent and Amendment Agreement, dated June 20, 2014, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

and Parallel Investment Opportunities Partners II L.P.

Omnibus Amendment Agreement No.

2, dated February 23, 2015, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

and Parallel Investment Opportunities Partners II L.P.

Amendment No.

3 to Term Loan Agreement, dated January 8, 2016, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., and Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

Waiver and Amendment No.

4 to Term Loan Agreement, dated March 7, 2017, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., and Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

Waiver and Amendment No.

5 to Term Loan Agreement, dated February 5, 2018, by and among Tandem Diabetes Care, Inc., Capital Royalty Partners II L.P., Capital Royalty Partners II—Parallel Fund “A” L.P., Capital Royalty Partners II (Cayman) L.P., and Capital Royalty Partners II—Parallel Fund “B” (Cayman) L.P.

8-K 001-36189 13-Oct-17 4.1

4.7 Indenture between Tandem Diabetes Care, Inc.

Bank National Association.

8-K 001-36189 15-May-20 4.1

4.8 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 4.2

10.1* Tandem Diabetes Care, Inc.

2006 Stock Incentive Plan.

Form of Stock Option Agreement under 2006 Stock Incentive Plan.

Form of Restricted Stock Purchase Agreement under 2006 Stock Incentive Plan.

S-1 333-191601 7-Oct-13 10.3

10.2* Form of Stock Option Agreement under 2006 Plan.

S-1 333-191601 7-Oct-13 10.4

10.3* Form of Restricted Stock Purchase Agreement under 2006 Plan.

S-1 333-191601 7-Oct-13 10.5

10.4* Tandem Diabetes Care, Inc.

Amended and Restated 2013 Stock Incentive Plan.

Form of Stock Option Agreement under 2013 Stock Incentive Plan.

Form of Stock Option Agreement under 2013 Stock Incentive Plan (Non-Employee Directors).

DEF 14A 001-36189 26-Apr-18 Appendix B

10.5* Tandem Diabetes Care, Inc.

Amended and Restated 2013 Stock Incentive Plan.

10-Q 001-36189 30-Jul-2020 10.2

10.6* Form of Restricted Stock Unit Agreement under the 2013 Plan.

10-Q 001-36189 30-Jul-2020 10.1

10.7* Form of Stock Option Agreement under 2013 Plan.

S-1/A 333-191601 1-Nov-13 10.7

10.8* Form of Stock Option Agreement under 2013 Plan (Non-Employee Directors).

S-1/A 333-191601 1-Nov-13 10.8

10.9* Tandem Diabetes Care, Inc.

Amended and Restated 2013 Employee Stock Purchase Plan.

DEF 14A 001-36189 26-Apr-18 Appendix C

10.10* Tandem Diabetes Care, Inc.

2018 Cash Bonus Plan.

2020 Senior Management Cash Bonus Plan.

10-Q 001-36189 30-Apr-2020 10.2

10.11* Employee Offer Letter, dated July 8, 2013, by and between Tandem Diabetes Care, Inc.

S-1 333-191601 7-Oct-13 10.12

10.12* Employee Offer Letter, dated February 1, 2013, by and between Tandem Diabetes Care, Inc.

S-1 333-191601 7-Oct-13 10.13

10.13* Employee Offer Letter, dated January 12, 2016, by and between Tandem Diabetes Care, Inc.

8-K 001-36189 2-Feb-16 10.1

10.14* Employment Severance Agreement, dated February 1, 2016, by and between Tandem Diabetes Care, Inc.

Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

Blickenstaff.

2018 Compensation Agreement, effective as of January 5, 2018, by and between Tandem Diabetes Care, Inc.

Blickenstaff.

8-K 001-36189 2-Feb-16 10.2

10.15* Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

S-1/A 333-191601 8-Nov-13 10.17

10.16* Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

S-1/A 333-191601 8-Nov-13 10.18

10.17* Amended and Restated Employment Severance Agreement, dated November 4, 2013, by and between Tandem Diabetes Care, Inc.

S-1/A 333-191601 8-Nov-13 10.19

10.18* Amended and Restated Employment Severance Agreement dated August 2, 2017, by and between the Company and Leigh A.

S-1 333-222553 16-Jan-18 10.25

10.19* Form of Indemnification Agreement.

S-1 333-191601 7-Oct-13 10.11

10.20 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

10.21** Amended and Restated Development and Commercialization Agreement, dated January 4, 2013, by and between Tandem Diabetes Care, Inc.

and DexCom, Inc.

10-Q 001-36189 29-Oct-15 10.1

10.22** Amendment No.

1 unchanged sentence

and DexCom, Inc.

10-Q 001-36189 29-Oct-15 10.2

10.23** Development Agreement, dated June 4, 2015 by and between Tandem Diabetes Care, Inc.

and Dex C om, Inc.

10-Q/A 001-36189 9-Nov-18 10.5

10.24† Development Agreement, dated November 20, 2020, by and between Tandem Diabetes Care, Inc.

and DexCom, Inc.

10.25† Commercialization Agreement, dated November 20, 2020, by and between Tandem Diabetes Care, Inc.

and DexCom, Inc.

10.26 Lease Agreement, dated March 7, 2012, as amended through November 5, 2013, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC.

S-1/A 333-191601 8-Nov-13 10.1

10.27 Fourth Amendment to Lease, dated December 27, 2017, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC

8-K 001-36189 3-Jan-18 10.2

10.28 Lease Agreement, dated November 5, 2013, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC.

S-1/A 333-191601 8-Nov-13 10.21

10.29 First Amendment to Lease, dated December 27, 2017, by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 Roselle Street, LLC

8-K 001-36189 3-Jan-18 10.1

10.30 Lease Agreement, dated June 30, 2016, by and between Tandem Diabetes Care, Inc.

and ARE-SD REGION NO.

10-Q 001-36189 28-Jul-16 10.3

10.31 Lease Agreement, dated November 14, 2019, by and between Tandem Diabetes Care, Inc.

and Ameri Shore LLC.

10-K 001-36189 24-Feb-20 10.36

10.32 Second Amendment to Lease Agreement by and Between ARE-11025/11075 ROSELLE STREET, LLC, and Tandem Diabetes Care, Inc.

10-Q 001-36189 5-Nov-2020 10.1

10.33 Fifth Amendment to Lease Agreement by and Between ARE-11025/11075 ROSELLE STREET, LLC, and Tandem Diabetes Care, Inc.

10-Q 001-36189 5-Nov-2020 10.2

License Agreement, dated July 14, 2016, by and between Tandem Diabetes Care, Inc.

and TypeZero Technologies, LLC

10-Q 001-36189 30-Apr-2020 10.1

21.1 Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm.

10 unchanged sentences

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

† 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) would likely cause competitive harm to the Company if publicly disclosed.

* Indicates management contract or compensatory plan.

3 unchanged sentences

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

6 unchanged sentences

Sheridan and Leigh A.

Vosseller, and each of them individually, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Vosseller, and each of them individually, his and her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and her and in his and her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

President, Chief Executive Officer and Director (Principal Executive Officer)

February 24, 2020

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

February 24, 2020

Lead Independent Director

February 24, 2020

Executive Chairman of the Board

February 24, 2020

/s/ EDWARD L.

February 24, 2020

/s/ HOWARD E.

February 24, 2020

/s/ REBECCA ROBERTSON

February 24, 2020

Rebecca Robertson

Signature Title Date

SHERIDAN President, Chief Executive Officer and Director (Principal Executive Officer) February 24, 2021

VOSSELLER Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) February 24, 2021

ALLEN Lead Independent Director February 24, 2021

BLICKENSTAFF Chairman of the Board February 24, 2021

/s/ PEYTON R.

HOWELL Director February 24, 2021

/s/ KATHLEEN MCGRODDY-GOETZ Director February 24, 2021

Kathleen McGroddy-Goetz

/s/ REBECCA B.

ROBERTSON Director February 24, 2021

/s/ DOUGLAS A.

February 24, 2020

ROEDER Director February 24, 2021

/s/ RAJWANT S.

SODHI Director February 24, 2021

/s/ CHRISTOPHER J.

February 24, 2020

TWOMEY Director February 24, 2021

Christopher J.

/s/ RICHARD VALENCIA

February 24, 2020

Richard Valencia

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