ITEM 8.01 OTHER EVENTS.
On November 22, 2021, DexCom, Inc. ("DexCom") filed an automatic shelf
Registration Statement on Form S-3 (File No. 333-261265) with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), which automatically became effective upon filing
(the "Registration Statement"), a prospectus dated November 22, 2021 included
therein (the "Base Prospectus") and a final prospectus supplement, filed with
the Commission pursuant to Rule 424(b) under the Securities Act (the "Prospectus
Supplement" and together with the Base Prospectus, the "Prospectus") to register
2,025,036 shares of DexCom's common stock, par value $0.001 per share (the
"Shares"), to be issued pursuant to that certain Amended and Restated
Collaboration and License Agreement, dated as of November 20, 2018, by and among
DexCom, Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland
Limited (the "Collaboration and License Agreement") and that certain Common
Stock Purchase Agreement, dated as of November 20, 2018, by and among DexCom,
Verily Life Sciences LLC and Onduo, LLC, a joint venture partially owned by
Verily (the "Purchase Agreement" and together with the Collaboration and License
Agreement, the "Agreements"). The Shares were previously registered pursuant to
an automatic shelf Registration Statement on Form S-3 (File No. 333-228495)
filed by DexCom with the Commission on November 20, 2018 under the Securities
Act, which automatically became effective upon filing (the "Prior Registration
Statement"), a prospectus dated November 20, 2018 included therein (the "Prior
Base Prospectus") and a final prospectus supplement dated November 20, 2018,
filed with the Commission pursuant to Rule 424(b) under the Securities Act (the
"Prior Prospectus Supplement" and together with the Prior Base Prospectus, the
"Prior Prospectus"). The Prior Registration Statement expired on or about
November 20, 2021.
A copy of the Purchase Agreement was previously filed by DexCom on a Current
Report on Form 8-K filed with the Commission on November 20, 2018 and a copy of
the Collaboration and License Agreement was filed by DexCom on its annual report
on Form 10-K for the year ending December 31, 2018 filed with the Commission on
February 21, 2019. A copy of the opinion of Fenwick & West LLP, relating to the
validity of the Shares to be issued pursuant to the Agreements and Prospectus,
is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
5.1 Opinion of Fenwick & West LLP
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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