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Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-22 · 21 added, 41 removed, 220 unchanged (22% of the section changed)

11 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during our last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls

38 unchanged sentences

Directors, Executive Officers and Corporate Governance.

Certain information regarding our executive officers and family relationships is set forth in the section of this Annual Report entitled “Business” in Part I, Item 1.

Certain information regarding our executive officers and family relationships is set forth under the caption “Business” in Part I, Item 1 of this Annual Report.

We have adopted a code of business conduct and ethics that applies to our Chief Executive Officer and other senior financial officers (our Chief Financial Officer, Vice President of Finance, Controller and other senior financial officers performing similar functions), which we refer to as the Code of Ethics (Senior Financial Officers).

4 unchanged sentences

However, the information contained on or accessed through our website does not constitute part of this Annual Report, and references to our website address in this Annual Report are inactive textual references only.

The information required by this item that is not referenced or set forth above, will be set forth in our definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, or our Proxy Statement, or in an amendment to this Annual Report, to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2021, and is incorporated herein by reference.

The information required by this item that is not referenced or set forth above, will be set forth in our Proxy Statement, or in an amendment to this Annual Report, to be filed with the SEC not later than 120 days after the end of the fiscal year ended December 31, 2022, and is incorporated herein by reference.

Executive Compensation.

12 unchanged sentences

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income ( Los s)

Consolidated Statements of Operations and Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

18 unchanged sentences

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.

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

4.5 Indenture dated May 15, 2020 by and between Tandem Diabetes Care, Inc.

18 unchanged sentences

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

10.7* Form of Stock Option Agreement under the Ame nded and Restated 2013 Stock Incentive Plan.

10.7* Form of Stock Option Agreement under the Amended and Restated 2013 Stock Incentive Plan.

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

7 unchanged sentences

10-Q 001-36189 4-May-2022 10.1

10.11* Employee Offer Letter, dated Ju ne 2 8, 2013, by and between Tandem Diabetes Care, Inc.

10.11* Employee Offer Letter, dated June 28, 2013, by and between Tandem Diabetes Care, Inc.

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

19 unchanged sentences

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 to Amended and Restated Development and Commercialization Agreement, dated September 24, 2015, by and between Tandem Diabetes Care, Inc.

and DexCom, Inc.

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

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

19 unchanged sentences

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 , dated September 2, 2020 by and b etween Tandem Diabetes Care, Inc.

10.28 Second Amendment to Lease, dated September 2, 2020 by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 ROSELLE STREET, LLC

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

10.33 Fifth Amendment to Lease dated September 2, 2020 by and b etween Tandem Diabetes Care, Inc.

10.29 Fifth Amendment to Lease dated September 2, 2020 by and between Tandem Diabetes Care, Inc.

and ARE-11025/11075 ROSELLE STREET, LLC

5 unchanged sentences

and Unomedical A/S.

10.36 Lease Agreement dated May 10, 2021 by and Between Tandem Diabetes Care, Inc.

and ONE DEL MAR LLC

10.37 Second Amendment to Lease dated March 11, 2021 by and b etween Tandem Diabetes Care, Inc.

and TREA PACIFIC PLAZA, LLC

10-Q 001-36189 5-May-2021 10.2

10.38 Office Lease dated Se ptember 15, 2021 by and b etween Tandem Diabetes Care, Inc.

10-K 001-36189 2-Feb-2022 10.35

10.32 Office L ease dated September 15, 2021 by and between Tandem Diabetes Care, Inc.

and Kilroy Realty L.P.

10-Q 001-36189 3-Nov-2021 10.1

10.33† Share Purchase Agreement by and Between Tandem Diabetes Care, Inc., and AMF Medical

21.1 Subsidiaries of the Registrant

5 unchanged sentences

Vosseller, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*** Certification of John F.

Sheridan, Chief Executive Officer, pursuant to U.S.C.

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

32.2*** Certification of Leigh A.

Vosseller, Chief Financial Officer, pursuant to U.S.C.

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

32.1*** 18 U.S.C.

Section 1350 Certification by Chief Executive Officer of Tandem Diabetes Care, Inc.

32.2*** 18 U.S.C.

Section 1350 Certification by Chief Financial Officer of Tandem Diabetes Care, Inc.

101.INS Inline XBRL Instance Document.

10 unchanged sentences

Such portions are omitted from this filing and have been filed separately with the Securities and Exchange Commission.

*** This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.

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.

*** Certification pursuant to 18 U.S.C.

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

furnished herewith.

Form 10-K Summary.

14 unchanged sentences

BLICKENSTAFF Chair of the Board February 22, 2023

/s/ MYOUNGIL CHA Director February 22, 2023

/s/ PEYTON R.

HOWELL Director February 22, 2023

/s/ JOAO PAULO FALCAO MALAGUEIRA Director February 22, 2023

Joao Paulo Falcao Malagueira

/s/ KATHLEEN MCGRODDY-GOETZ Director February 22, 2023

2 unchanged sentences

ROBERTSON Director February 22, 2023

/s/ DOUGLAS A.

ROEDER Director February 21, 2022

/s/ RAJWANT S.

4 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.

What changed 10-K

Item 9A. Controls and Procedures