UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 23, 2023, Tactile Systems Technology, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with William Blair & Company, L.L.C, as the underwriter (the “Underwriter”), relating to the public offering of 2,875,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), including 375,000 shares purchased by the Underwriter pursuant to an option to purchase additional shares, at a public offering price of $13.00 per share. The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-269287) (the "Registration Statement”), which became effective on January 25, 2023, including the related prospectus, dated January 25, 2023, as supplemented by the prospectus supplement dated February 23, 2023. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement.
A copy of the legal opinion relating to the legality of the issuance and sale of Common Stock in the offering is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.
| Item 8.01. | Other Events. |
On February 23, 2023, the Company issued press releases announcing the commencement of the public offering and the pricing of the public offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of February 23, 2023, between the Company and William Blair & Company, L.L.C., as the underwriter. | |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP. | |
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release dated February 23, 2023, announcing the commencement of the public offering. | |
| 99.2 | Press Release dated February 23, 2023, announcing the pricing of the public offering. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| TACTILE SYSTEMS TECHNOLOGY, INC. | ||
| Date: February 28, 2023 | By: | /s/ Brent A. Moen |
| Brent A. Moen | ||
| Chief Financial Officer | ||