S-1MEF

As filed with the Securities and Exchange Commission on February 8, 2018

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Tandem Diabetes Care, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3841   20-4327508

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

11075 Roselle Street

San Diego, California 92121

(858) 366-6900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Kim D. Blickenstaff

President and Chief Executive Officer

11075 Roselle Street

San Diego, California 92121

(858) 366-6900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Bruce Feuchter, Esq.

Ryan C. Wilkins, Esq.

Stradling Yocca Carlson & Rauth, P.C.

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

(949) 725-4000

 

David B. Berger, Esq.

Executive Vice President, General Counsel and Secretary

Tandem Diabetes Care, Inc.

11075 Roselle Street

San Diego, California 92121

(858) 366-6900

 

Per B. Chilstrom, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (File No. 333-222553)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each Class of

Securities to be Registered

 

Proposed
Maximum
Aggregate

Offering Price(1)

 

Amount of

Registration Fee(2)(3)

Common Stock, $0.001 par value per share

  $11,499,908   $1,432

 

 

(1) Includes shares of our common stock that the underwriters have an option to purchase.
(2) Calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(3) We previously registered an aggregate of $57,500,092 of our common stock on a Registration Statement on Form S-1 (File No. 333-222553), as amended, which was declared effective on February 8, 2018 and for which a filing fee of $7,159 was previously paid.

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 (the “Rule 462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering an additional $11,499,908 in shares of the common stock, $0.001 par value per share (the “Common Stock”), of Tandem Diabetes Care, Inc. (the “Company”). This Rule 462(b) Registration Statement relates to the public offering of the Common Stock of the Company contemplated by the Registration Statement on Form S-1 (File No. 333-222553), which was initially filed with the Securities and Exchange Commission (the “Commission”) on January 16, 2018, as amended by Amendment No. 1 thereto filed on January 29, 2018 and Amendment No. 2 thereto filed on February 8, 2018 (as such may be amended or supplemented from time to time hereafter, the “Registration Statement”). The Registration Statement was declared effective by the Commission on February 8, 2018.

Pursuant to Rule 462(b) under the Securities Act, the contents of the Registration Statement, including the exhibits thereto, are hereby incorporated by reference into this Rule 462(b) Registration Statement.


INDEX OF EXHIBITS

 

       

Incorporated by Reference

         
Exhibit
Number
  Exhibit Description   Form   File No.   Date of
First Filing
  Exhibit
Number
  Provided
Herewith
 
  5.1  

Opinion of Stradling Yocca Carlson & Rauth, P.C.

            X  
23.1  

Consent of Independent Registered Public Accounting Firm.

            X  
23.2  

Consent of Stradling Yocca Carlson  & Rauth, P.C. (included in Exhibit 5.1).

            X  
24.1*  

Power of Attorney.

         

 

* Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-222553), which was initially filed with the Commission on January 16, 2018 and declared effective by the Commission on February 8, 2018.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in San Diego, California on February 8, 2018.

 

Tandem Diabetes Care, Inc.
By:   /S/ KIM D. BLICKENSTAFF
 

Kim D. Blickenstaff

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/ KIM D. BLICKENSTAFF

Kim D. Blickenstaff

   President, Chief Executive Officer and Director (Principal Executive Officer)   February 8, 2018

/S/ LEIGH A. VOSSELLER

Leigh A. Vosseller

   Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)   February 8, 2018

*

Dick P. Allen

   Director and Chairman of the Board   February 8, 2018

*

Edward L. Cahill

   Director   February 8, 2018

*

Fred E. Cohen, M.D., D.Phil, F.A.C.P.

   Director   February 8, 2018

*

Howard E. Greene, Jr.

   Director   February 8, 2018

*

Douglas A. Roeder

   Director   February 8, 2018

*

Christopher J. Twomey

   Director   February 8, 2018

*By:

  /s/ Kim D. Blickenstaff
 

Kim D. Blickenstaff

Attorney-in-Fact