Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number: 001-37799

Tactile Systems Technology, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

41-1801204

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

 

 

1331 Tyler Street NE, Suite 200

Minneapolis, Minnesota

55413

(Address of Principal Executive Offices)

(Zip Code)

 

(612) 355-5100

(Registrant’s Telephone Number, Including Area Code)

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

 

Common Stock, Par Value $0.001 Per Share

The NASDAQ Stock Market

(Title of each class)

(Name of each exchange on which registered)

 

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

None

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☐  No   ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes   ☐  No   ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒   No   ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes   ☒  No   ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer 



 

 

 

Accelerated filer



 

 

 

 

 

 

 

Non-accelerated filer 



 

(Do not check if a smaller reporting company)

 

Smaller reporting company 



 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ☐  No   ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on $13.16, the closing price of the shares of common stock on August 2, 2016 as reported by the Nasdaq Global Market on such date, was approximately $117,891,360. The Registrant has elected to use August 2, 2016, which was the closing date of the Registrant’s initial public offering, as the calculation date because on June 30, 2016 (the last business day of the Registrant’s most recently completed second fiscal quarter), the Registrant was a privately held company.  August 2, 2016 was also the date that the Registrant’s previously outstanding preferred stock was converted to common stock.

The number of shares of Registrant’s Common Stock outstanding as of February 22, 2017 was 16,896,099.

Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on May 9, 2017, are incorporated by reference into Part III of this Report.

 

 

 

 

Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

    

PART I

    

 

 

 

 

 

 

 

 

 

 

 

Item 1. 

 

Business

 



Item 1A. 

 

Risk Factors

 

26 

Item 1B. 

 

Unresolved Staff Comments

 

62 

Item 2. 

 

Properties

 

62 

Item 3. 

 

Legal Proceedings

 

62 

Item 4. 

 

Mine Safety Disclosures

 

62 

 

 

 

 

 

 

 

PART II

 

 

Item 5. 

 

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

62 

Item 6. 

 

Selected Financial Data

 

64 

Item 7. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

66 

Item 7A. 

 

Quantitative and Qualitative Disclosures About Market Risk

 

78 

Item 8. 

 

Financial Statements and Supplementary Data

 

80 

Item 9. 

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 

105 

Item 9A. 

 

Controls and Procedures

 

105 

Item 9B. 

 

Other Information

 

105 

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

Item 10. 

 

Directors, Executive Officers and Corporate Governance

 

105 

Item 11. 

 

Executive Compensation

 

108 

Item 12. 

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

108 

Item 13. 

 

Certain Relationships and Related Transactions, and Director Independence

 

108 

Item 14. 

 

Principal Accountant Fees and Services 

 

108 

 

 

 

 

 

 

 

PART IV

 

 

Item 15. 

 

Exhibits, Financial Statement Schedules 

 

108 

Item 16. 

 

Form 10-K Summary

 

109 

 

 

 

 

i

 

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K contains forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those described in Part I, Item 1A. “Risk Factors” and elsewhere in this report.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission that advise interested parties of the risks and factors that may affect our business.

All statements, other than statements of historical facts, contained in this Annual Report on Form 10-K, including statements regarding our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "target," "ongoing," "plan," "potential," "predict," "project," "should," "will," "would," or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Annual Report on Form 10-K. Forward-looking statements may include, among other things, statements relating to:

 

·

 

our expectations regarding the potential market size and widespread adoption of our products;




 

·

 

our ability to increase awareness of lymphedema and chronic venous insufficiency and to demonstrate the clinical and economic benefits of our solutions to clinicians and patients;




 

·

 

developments and projections relating to our competitors or our industry;




 

·

 

the expected growth in our business and our organization, including outside of the United States;




 

·

 

our ability to achieve and maintain adequate levels of coverage or reimbursement for our products and the effect of changes to the level of Medicare coverage;




 

·

 

our financial performance, our estimates of our expenses, future revenues, capital requirements and our needs for, or ability to obtain, additional financing;




 

·

 

our ability to retain and recruit key personnel, including the continued development and expansion of our sales and marketing organization;




 

·

 

our ability to obtain an adequate supply of components for our products from our third party suppliers;




 

·

 

our ability to obtain and maintain intellectual property protection for our products or avoid claims of infringement;




 

·

 

our ability to identify and develop new products;




 

·

 

our compliance with extensive government regulation;




 

·

 

the volatility of our stock price; and




 

·

 

our expectations regarding the time during which we will be an emerging growth company under the JOBS Act.

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Table of Contents

You should read the matters described in Part I, Item 1A. "Risk Factors" and the other cautionary statements made in this Annual Report on Form 10-K. We cannot assure you that the forward-looking statements in this report will prove to be accurate and therefore you are encouraged not to place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. You are urged to carefully review and consider the various disclosures made by us in this report and in other filings with the SEC that advise of the risks and factors that may affect our business. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

2

 

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