Item 7.01. Regulation FD Disclosure.
On May 12, 2020, Insulet Corporation (the "Company") announced that it plans to
make an offering of $500 million of its common stock in a registered
underwritten offering.
The Company also issued a press release on May 12, 2020 announcing the
offering. A copy of the press release is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offering, solicitation or
sale would be unlawful. Any offers of the Company's common stock will be made
only by means of a prospectus and the related prospectus supplement.
The information contained in this Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than statements of historical
fact are, or may be deemed to be, forward-looking statements. In some cases,
forward-looking statements can be identified by the use of forward-looking terms
such as "anticipate," "estimate," "believe," "continue," "could," "intend,"
"may," "plan," "potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort," "target,"
"trajectory" or the negative of these terms or other comparable terms. However,
the absence of these words does not mean that the statements are not
forward-looking. These forward-looking statements are based on certain
assumptions and analyses made by us in light of our experience and perception of
historical trends, current conditions and expected future developments, as well
as other factors we believe are appropriate in the circumstances.
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These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. Factors that might cause or contribute to a material
difference include, but are not limited to, the risks discussed in our other
filings with the SEC and the following: risks associated with public health
crises and pandemics, such as the COVID-19 global pandemic, including the
duration of the outbreak, government actions and restrictive measures
implemented in response, supply chain disruptions, delays in clinical trials,
and other impacts to the business, or on the Company's ability to execute
business continuity plans; risks associated with our dependence on our principal
product platform, the Omnipod Insulin Management System (the "Omnipod System"),
and our ability to design, develop, manufacture and commercialize future
products? our ability to reduce production costs and increase customer orders
and manufacturing volumes; adverse changes in general economic conditions; the
impact of healthcare reform laws; our ability to raise additional funds in the
future on acceptable terms or at all; supply problems or price fluctuations with
sole source or third-party suppliers on which we are dependent; the potential
establishment of a competitive bid program for conventional insulin pumps;
failure to retain key supplies and/or supplier pricing discounts and achieve
satisfactory gross margins; international business risks, including regulatory,
commercial and logistics risks associated with the Company selling its products
in Europe in light of the uncertainty related to the separation of the United
Kingdom from the European Union ("Brexit"); our inability to secure and retain
adequate coverage or reimbursement from third-party payors for the Omnipod
System or future products and potential adverse changes in reimbursement rates
or policies relating to the Omnipod System or future products; failure to retain
key payor partners and their members; adverse effects resulting from
competition; technological change and product innovation adversely affecting our
business; changes to or termination of our license to incorporate a blood
glucose meter into the Omnipod System or our inability to enter into new license
or other agreements with respect to the Omnipod System's current or future
features? challenges to the future development of our non-insulin drug delivery
product line; our ability to protect our intellectual property and other
proprietary rights; conflicts with the intellectual property of third parties,
including claims that our current or future products infringe or misappropriate
the proprietary rights of others; adverse regulatory or legal actions relating
to the Omnipod System or future products; failure of our contract manufacturers
or component suppliers to comply with the U.S. Food and Drug Administration's
("FDA") quality system regulations; potential adverse impacts resulting from a
recall, or discovery of serious safety issues, of our products; the potential
violation of the U.S. Foreign Corrupt Practices Act or any other federal, state
or foreign anti-bribery/anti-corruption law or laws prohibiting "kickbacks" or
protecting the confidentiality of health information or other protected personal
information, or any challenge to or investigation into our practices under these
laws; product liability and other lawsuits that may be brought against us,
including stemming from off-label use of our products; breaches or failures of
our products or information technology systems, including by cyberattack;
reduced retention rates of our customer base; unfavorable results of clinical
studies relating to the Omnipod System or future products, or the products of
our competitors; future publication of articles or announcement of positions by
diabetes associations or other organizations that are unfavorable to the Omnipod
System; the concentration of our manufacturing operations and storage of
inventory in a limited number of locations; our ability to attract and retain
personnel; our ability to scale our business to support revenue growth;
fluctuations in quarterly results of operations; risks associated with potential
future acquisitions or investments in new businesses; our ability to generate
sufficient cash to service all of our indebtedness; the expansion of our
distribution network; the volatility of the trading price of our Common Stock;
risks related to future sales of our common stock or the conversion of any of
our convertible senior notes; potential limitations on our ability to use our
net operating loss carryforwards; and anti-takeover provisions in our
organizational documents.
The risk factors discussed in "Risk Factors" in our Annual Report on Form 10-K
for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q
for the period ended March 31, 2020 could cause our results to differ materially
from those expressed in forward-looking statements. In addition, there may be
other risks and uncertainties that we are unable to identify or predict at this
time or that we currently do not expect to have a material adverse effect on our
business. All forward-looking statements set forth in this Current Report on
Form 8-K are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequence to or effects on us or our business or operations. Forward-looking
statements set forth in this Current Report on Form 8-K speak only as of the
date hereof and we do not undertake any obligation to update forward-looking
statements to reflect subsequent events or circumstances, changes in
expectations or the occurrence of unanticipated events, except to the extent
required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated May 12, 2020, announcing the offering
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