8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2020

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Tandem Diabetes Care, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-36189	20-4327508
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
11075 Roselle Street			92121
San Diego	California		(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 366-6900

N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Symbol	Name of Exchange on Which Registered
Common Stock, par value $0.001 per share	TNDM	NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Edward L. Cahill as Director

On December 11, 2020, Edward L. Cahill, one of the non-employee directors of the Tandem Diabetes Care, Inc. (the “Company”), tendered his resignation from the Company’s Board of Directors (the “Board”) effective December 31, 2020, which has been accepted by the Board. Mr. Cahill has served on the Board since 2009. Mr. Cahill did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies or practices.

(d) Appointment of Raj Sodhi as Director

On December 11, 2020, the Board elected Rajwant (“Raj”) Singh Sodhi, age 47, to the Board, effective January 1, 2021. Mr. Sodhi will fill the vacancy created following Mr. Cahill’s resignation and serve as a Class II director, with a term that expires at the Annual Meeting of Stockholders of the Company to be held in 2021 or until his earlier resignation or removal. The Board has approved Mr. Sodhi’s appointment to the Audit Committee. The Board has affirmatively determined that Mr. Sodhi qualifies as an “independent director” under the NASDAQ Listing Rules.

Mr. Sodhi has served as the president of ResMed Inc.’s software as a service (“SaaS”) business since July 2017. He was previously ResMed’s president of healthcare informatics (“HI”), leading the development of ResMed’s HI solutions and ResMed itself to its current standing as a global digital health leader, with an expanding portfolio of device- and SaaS-based offerings. He joined ResMed in 2012 through the acquisition of Umbian Inc., of which he was co-founder and president. Prior to that, Mr. Sodhi worked in the financial services industry, designing, developing and managing SaaS solutions. He was senior vice president of business development and chief technology officer for Skipjack Financial Services, and co-founder and chief technology officer of TransActive Ecommerce Solutions. Mr. Sodhi holds a Master of Business Administration and a Bachelor of Science in mathematics and statistics from Dalhousie University in Halifax, Nova Scotia. The Board believes Mr. Sodhi’s experience in global informatics, software service technology and e-commerce business solutions across the healthcare, financial, and telecom industries brings to the Board critical skills related to advancing the Company’s ecosystem of data-driven products and services, which qualify him to serve as one of the Company’s directors.

In Mr. Sodhi’s role as director he will be eligible to participate in the director compensation plans and arrangements available to the Company’s other independent directors. The Company’s director compensation program is described under the caption “Director Compensation” in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 15, 2020. In addition, Mr. Sodhi and the Company will enter into the Company’s standard form indemnification agreement.

Other than the aforementioned items, there are no arrangements or understandings between Mr. Sodhi and any other person pursuant to which Mr. Sodhi was elected as a director. There are no family relationships between Mr. Sodhi and any director or executive officer of the Company, and Mr. Sodhi has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits.

Number	Description
99.1	Press release of Tandem Diabetes Care, Inc. dated December 14, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Tandem Diabetes Care, Inc.
By:	/s/ David B. Berger
	David B. Berger
	Executive Vice President, Chief Business Operations & Compliance Officer

Date: December 14, 2020

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EX-99.1

Exhibit 99.1

Media Contact:

Steve Sabicer

714-907-6264

ssabicer@thesabicergroup.com

Investor Contact:

Susan Morrison

858-366-6900 x7005

IR@tandemdiabetes.com

FOR IMMEDIATE RELEASE

Tandem Diabetes Care Appoints Raj Sodhi to Board of Directors

San Diego, December 14, 2020 –Tandem Diabetes Care, Inc. (NASDAQ: TNDM), a leading insulin delivery and diabetes technology company, today announced the appointment of Rajwant (Raj) Singh Sodhi as an independent member of its board of directors effective January 1, 2021. He will succeed Edward Cahill, who has served as a board member for the Company since May 2009. Mr. Sodhi is president of the software as a service (SaaS) business at ResMed (NYSE: RMD, ASX: RMD). He brings to the Tandem board more than 25 years of digital strategy experience, SaaS commercialization and operations across multiple industries including healthcare, financial services, and telecom.

“We are pleased to welcome Raj to our Board of Directors at this important next stage of Tandem’s evolution,” said John Sheridan, president and chief executive officer. “Raj’s deep experience in driving innovation through software technologies will be invaluable to Tandem as we grow our business and advance our ecosystem of data-driven products and services in support of improving the lives of people with diabetes.”

“I’d like to express our deep appreciation to Ed for his contributions as a member of our Board over the past 11 years,” said Kim Blickenstaff, chairman of the board. “He has provided valuable insight and support at every stage of our company as we transformed from a small start-up to a leader in insulin therapy management.”

Mr. Sodhi joined ResMed in 2012 through the acquisition of Umbian Inc., of which he was co-founder and president. Since that time, Mr. Sodhi has served in several positions at ResMed including President of Healthcare Informatics where he led the creation of ResMed’s portfolio of digital solutions that connects more than 12 million patients globally to ResMed’s ecosystem of cloud-connected medical devices and digital health technologies that have transformed care for people with sleep apnea, COPD, and other chronic diseases. Since 2016, Mr. Sodhi has led a series of healthcare IT acquisitions focused on software platforms serving providers outside of the hospital and building a new segment of growth for ResMed that represents 12 percent of ResMed’s global revenues and enables providers across the United States to serve more than 100M+ patients and residents.

Before ResMed and Umbian, Mr. Sodhi worked in the financial services industry, designing, developing and managing SaaS solutions. He was senior vice president of business development and chief technology officer for Skipjack Financial Services, and co-founder and chief technology officer of TransActive Ecommerce Solutions. Mr. Sodhi holds a Master of Business Administration and a Bachelor of Science in mathematics and statistics from Dalhousie University in Halifax, Nova Scotia.

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Exhibit 99.1

About Tandem Diabetes Care, Inc.

Tandem Diabetes Care, Inc. (www.tandemdiabetes.com) is a medical device company dedicated to improving the lives of people with diabetes through relentless innovation and revolutionary customer experience. The Company takes an innovative, user-centric approach to the design, development and commercialization of products for people with diabetes who use insulin. Tandem’s flagship product, the t:slim X2™ insulin pump, is capable of remote software updates using a personal computer and features integrated continuous glucose monitoring. Tandem is based in San Diego, California.

Tandem Diabetes Care is a registered trademark and t:slim X2 is a trademark of Tandem Diabetes Care, Inc.

Follow Tandem Diabetes Care on Twitter @tandemdiabetes; use #tslimX2, and $TNDM.

Follow Tandem Diabetes Care on Facebook at www.facebook.com/TandemDiabetes.

Follow Tandem Diabetes Care on LinkedIn at https://www.linkedin.com/company/tandemdiabetes.

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XML

Cover Page Cover Page	Dec. 11, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 11, 2020
Entity Registrant Name	Tandem Diabetes Care, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36189
Entity Tax Identification Number	20-4327508
Entity Address, Address Line One	11075 Roselle Street
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	366-6900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	TNDM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001438133