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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-21 · 47 added, 31 removed, 190 unchanged (29% of the section changed)

1 unchanged sentence

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.

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 provide reasonable assurance 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, 2024, 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.

3 unchanged sentences

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, 2023, 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 (2013 Framework) (the COSO criteria).

As of December 31, 2024, 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 (2013 Framework).

Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective.

19 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), stockholders‘ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 21, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders‘ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 26, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

16 unchanged sentences

Other Information.

(b) Securities Trading Plans of Directors and Executive Officers.

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

Our Code of Ethics (Senior Financial Officers) is designed to meet the requirements of paragraph (b) of Item 406 of Regulation S-K.

We will promptly disclose on our website (i) any amendment to or any waiver (including an implicit waiver) of, our Code of Ethics (Senior Financial Officers) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, and (ii) the nature of any such amendment or waiver.

We will promptly disclose on our website to the extent required by SEC rules (i) any amendment to or any waiver, including an implicit waiver, of our Code of Ethics (Senior Financial Officers) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K, and (ii) the nature of any such amendment or waiver.

We have also adopted a code of business conduct and ethics that applies to all of our directors and employees, which we refer to as the Code of Ethics (Directors and Employees).

15 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income (Loss)

C onsolidated B alance S heets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

9 unchanged sentences

3.2 Amended and Restated Bylaws (as amended through August 1, 2023 and currently in effect).

10-K 001-36189 3-Aug-23

001-36189 3-Aug-23 3.2

4.1 Reference is made to Exhibits 3.1 and 3.2 .

4.2 Description of Capital Stock .

001-36189 21-Feb-24 4.2

4.3 Form of Common Stock Certificate.

7 unchanged sentences

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

Indenture, dated as of March 8, 2024, by and between the Company and U.S.

Bank Trust Company, National Association, as Trustee.

8-K 001-36189 11-Mar-24 4.1

Form of Global Note, representing the Company’s 1.50% Convertible Senior Notes due 2029 (included as Exhibit A to the Indenture filed as Exhibit 4.1)

8-K 001-36189 11-Mar-24 4.2

Tandem Diabetes Care, Inc.

11 unchanged sentences

Tandem Diabetes Care, Inc.

Amended and Restated 2013 Employee Stock Purchase Plan.

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

Tandem Diabetes Care, Inc.

Management Cash Bonus Plan.

10-Q 001-36189 3-May-2023 10.1

Amended and Restated 2013 Employee Stock Purchase Plan , a s amended .

23-May-24 99.1

Tandem Diabetes Care, Inc.

2023 Long-Term Incentive Plan.

10-Q 001-36189 3-Aug-2023

2023 Long-Term Incentive Plan , as amended .

23-May-24 99.2

Form of Restricted Stock Units Agreement under the 2023 Long-Term Incentive Plan.

9 unchanged sentences

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

Separation Agreement, dated August 18, 2023, by and between Tandem Diabetes Care, Inc.

and Brian Hansen.

001-36189 18-Aug-23 10.1

Transition and Consulting Agreement, dated December 1, 2023, by and between the Company and David B.

001-36189 11-Dec-23 10.1

Form of Indemnification Agreement for Directors and Officer s

Form of Indemnification Agreement for Directors and Officers

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

5 unchanged sentences

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

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

and DexCom, Inc.

10-K 001-36189 24-Feb-21 10.24

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

7 unchanged sentences

10-K 001-36189 2-Feb-22 10.35

Amendment No.

1 to Distributor Agreement, dated May 10, 2024, by and between Tandem Diabetes Care, Inc.

a nd Unomedical a/s .

10-Q 001-36189 1-Aug-24 10.5

Office Lease dated September 15, 2021 by and between Tandem Diabetes Care, Inc.

1 unchanged sentence

10-Q 001-36189 3-Nov-21 10.1

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

001-36189 22-Feb-2023 10.33

Employee Offer Letter, dated October 31, 2023, by and between Tandem Diabetes Care, Inc.

and Mark Novara.

001-36189 21-Feb-24 10.25

Employee Offer Letter, dated June 10, 2024, by and between Tandem Diabetes Care, Inc.

and Jean-Claude Kyrillos.

001-36189 1-Aug-24 10.3

Employment Severance Agreement, dated June 21, 2024, by and between Tandem Diabetes Care, Inc.

and Jean-Claude Kyrillos.

001-36189 1-Aug-24 10.4

Employment Severance Agreement, dated January 6 , 2020 , by and between Tandem Diabetes Care, Inc.

and Eli zabeth Gasser.

A men ded and Restated Development Agreement , dated May 21, 2024, by and between Tandem Diabetes Care, Inc.

and De xcom, Inc.

001-36189 1-Aug-24 10.1

A mend ment No.

2 to Distributor Agreement , dated January 30, 2025, by and between Tandem Diabetes Care, Inc.

and Unomedical a/s.

Tandem Diabetes Care, Inc.

Non-Employee Director Compe n sation Policy

Amended and Restated Commercialization Agreement, dated May 21, 2024, by and between Tandem Diabetes Care, Inc.

and Dexcom, Inc.

Tandem Diabetes Care, Inc.

Insider Tradi ng Pol icy

21.1 Subsidiaries of the Registrant

10 unchanged sentences

Tandem Diabetes Care, Inc.

C lawback P olicy .

Clawback Policy.

101.INS Inline XBRL Instance Document.

8 unchanged sentences

* Indicates management contract or compensatory plan.

** Confidential treatment has been granted with respect to certain portions of this exhibit pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.

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

Certification pursuant to 18 U.S.C.

1 unchanged sentence

furnished herewith.

‡ Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Form 10-K Summary.

14 unchanged sentences

February 26, 2025

BLICKENSTAFF Director

February 21, 2024

/s/ MYOUNGIL CHA Director February 26, 2025

13 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