8-KOther EventsExhibits & Filings

DEXCOM INC 8-K Report, Corporate Update (Nov 22, 2021)

Filed November 22, 2021For Securities:DXCM

Summary

DexCom, Inc. (DXCM) has filed an automatic shelf registration statement on Form S-3 to register 2,025,036 shares of its common stock. These shares are to be issued under a prior Collaboration and License Agreement with Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited, and a Common Stock Purchase Agreement with Verily Life Sciences LLC and Onduo, LLC. This new registration statement replaces a prior one that expired in November 2021. This filing is primarily administrative, allowing DexCom to issue shares related to its existing agreements with Verily and its joint venture, Onduo. Investors should note that this 8-K does not represent new business developments or financial performance announcements but rather the necessary regulatory step to facilitate the issuance of previously committed shares. The underlying agreements were established in 2018.

Key Highlights

  • 1DexCom filed an automatic shelf registration statement (Form S-3) on November 22, 2021.
  • 2The registration covers 2,025,036 shares of DexCom common stock.
  • 3These shares are to be issued pursuant to existing agreements, specifically the 2018 Collaboration and License Agreement and Common Stock Purchase Agreement with Verily and Onduo.
  • 4This new registration statement replaces a prior one that expired around November 20, 2021.
  • 5The filing is a procedural step to register shares already committed under prior agreements.
  • 6The underlying agreements with Verily and Onduo were entered into in November 2018.

Frequently Asked Questions

The main purpose of this 8-K filing is to report that DexCom has filed an automatic shelf registration statement on Form S-3 to register a specific number of its common stock shares. These shares are intended for issuance under existing agreements with Verily Life Sciences LLC and Onduo, LLC.

No, this filing does not indicate a new stock issuance or a new business venture. It is an administrative action to replace a previous registration statement that expired, allowing DexCom to fulfill its obligations to issue shares under agreements established in 2018.

The shares are being registered now because the previous registration statement filed in 2018 expired on or about November 20, 2021. DexCom is filing a new automatic shelf registration statement to ensure it has the necessary registration in place to issue these shares as contemplated by the original agreements.

The counterparties involved are Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited under the Collaboration and License Agreement, and Verily Life Sciences LLC and Onduo, LLC (a joint venture partially owned by Verily) under the Common Stock Purchase Agreement.