PODD 8-K
Insulet Corp (PODD)
8-K
2024-05-20
For: 2024-05-15
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2024
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices, including Zip Code) | ||||||||||||||
| Registrant’s telephone number, including area code: | |||||||||||
| Not Applicable (Former Name or Former Address, if Changed Since Last Report) | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act | ☐ | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On May 15, 2024, Insulet Corporation (the “Company”) and NXP USA, Inc. (“NXP”) entered into an Addendum (the “Addendum”) to the Purchase Agreement, dated as of October 12, 2017, between the Company and NXP (the “Original Agreement”). Pursuant to the Addendum, the term of the Original Agreement is extended, the definition of a force majeure event is clarified, and certain terms and conditions related to pricing and other matters are amended.
The foregoing description of the Addendum is not intended to be complete and is qualified in its entirety by reference to the full text of the Addendum, filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
The following exhibit is filed as part of this report: | |||||
| No. | Exhibit | |||||||
| Addendum, dated as of May 15, 2024, to the Purchase Agreement by and between Insulet Corporation and NXP USA, Inc., dated October 12, 2017. | ||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |||||||
+ Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION | ||||||||||||||
| Date: May 20, 2024 | By: | /s/ Patricia K. Dolan | ||||||||||||
| Name: | Patricia K. Dolan | |||||||||||||
| Title: | Vice President, Secretary | |||||||||||||
EXHIBIT 10.1
CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL. OMISSIONS ARE MARKED [***]
ADDENDUM
TO THE PURCHASE AGREEMENT
THIS ADDENDUM TO THE PURCHASE AGREEMENT (“Addendum”) is entered into by and between Insulet Corporation (“Insulet”) and NXP USA, Inc. (“NXP”) and effective as of January 1, 2024 (“Addendum Effective Date”). Insulet and NXP may be referred to herein as a “Party” or, collectively, as the “Parties.”
WHEREAS Insulet and NXP entered into that certain Purchase Agreement dated October 12, 2017, as may have been amended from time to time (the “Agreement”); and
WHEREAS the Parties wish to amend the Agreement on the terms and conditions set forth herein, effective as of the Addendum Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties mutually agree as follows:
1.Definitions. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Agreement.
2.Purchase Period. Attached as Exhibit A to this Addendum is a non-cancellable, non-refundable purchase order (the “NCNR Purchaser Order”) [***]
3.Pricing [***]. Insulet and NXP have agreed to the following pricing for the NXP components delivered under this Addendum: [***]
4.[***]
5.Force Majeure Event. For the sake of clarity, Insulet and NXP acknowledges and agrees that factory closures of NXP manufacturing facilities, or the manufacturing facilities of NXP sub-suppliers, required by governmental authorities in response to Covid-19 will be treated as a Force Majeure Event under Section 13.3 of the Agreement.
6.No Other Amendments. Except as modified herein, all other terms of the Agreement shall remain in full force and effect.
7.Conflicts. In the event of a conflict between the Agreement or this Addendum, this Addendum shall govern.
8.Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, this Addendum has been executed by the duly authorized representatives of the parties as of the Addendum Effective Date.
| NXP USA, INC. | ||
By: /s/ Katherine Haight | ||
| Name: Katherine Haight | ||
| Title: VP, Commercial Legal Support | ||
Date: 5/15/2024 | ||
| NXP USA, INC. | ||
By: /s/ Jaime French | ||
| Name: Jaime French | ||
| Title: Senior Director, Legal | ||
Date: 5/15/2024 | ||
| INSULET CORPORATION | ||
By: /s/ Prem Singh | ||
| Name: Prem Singh | ||
| Title: Group VP Supply Chain | ||
Date: 5/15/2024 | ||
EXHIBIT A
NCNR PURCHASE ORDER
[***]