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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q/A
Amendment No. 1
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period
ended: September 30, 2025
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)
| |
3701 Wayzata Blvd, Suite 300 |
|
| Delaware |
Minneapolis, Minnesota 55416 |
41-1801204 |
| (State or other jurisdiction
of |
(Address and zip code of principal executive |
(I.R.S. Employer |
| incorporation or organization) |
offices) |
Identification No.) |
| |
(612) 355-5100 |
|
| |
(Registrant’s telephone number, including area
code) |
|
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.001 Per Share |
TCMD |
The Nasdaq Stock Market |
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 x No ¨
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
Accelerated filer |
x |
|
Non-accelerated filer |
¨ |
| |
|
|
|
|
|
|
|
| Smaller reporting company |
¨ |
|
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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
22,335,582
shares of common stock, par value $0.001 per share, were outstanding as of October 30, 2025.
EXPLANATORY NOTE
Tactile Systems Technology, Inc.
(the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2025, which was originally filed with the Securities and Exchange
Commission (the “SEC”) on November 3, 2025 (the “Original Filing”). This Amendment is being filed to revise
Part II “Item 5. Other Information” to add disclosure regarding Rule 10b5-1 trading arrangements (as defined in
Item 408(a) of Regulation S-K) entered into by William W. Burke, a director of the Company, and Kristie Burns, then Senior Vice President,
Marketing and Clinical Affairs of the Company, during the quarter ended September 30, 2025, which was inadvertently omitted from
the disclosure included in the Original Filing.
In
addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications
by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under
Part II, Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements
are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation
S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350
of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial
statements are being filed with this Amendment.
Other than as expressly
set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or
reflect any events that have occurred after the date the Original Filing was made. Information not affected by this Amendment remains
unchanged and reflects the disclosure made at the time as of which the Original Filing was made. No changes have been made to the financial
statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing
and the Company’s other filings with the SEC.
PART II –
OTHER INFORMATION
Item 5. Other Information
Trading Arrangements
On August 12, 2025,
William W. Burke, a member and Chairman of our Board of Directors, adopted a pre-arranged trading
plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale
of up to 30% of the net shares of our common stock issuable upon the vesting of 16,078 restricted stock units and terminates on the earlier
of the close of market on May 29, 2026, or the date all shares are sold thereunder.
On September 11,
2025, Kristie Burns, then Senior Vice President, Marketing and Clinical Affairs of the Company, adopted a pre-arranged trading plan that
is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act. This plan provides for the sale of up
to 9,139 shares of our common stock in the aggregate, consisting of up to 5,139 shares then held and up to 4,000 net shares issuable upon
the vesting of restricted stock units, and terminates on the earlier of the close of market on September 4, 2026, or the date all
shares are sold thereunder.
Item 6. Exhibits.
The
exhibits filed as part of this Quarterly Report on Form 10-Q/A are set forth on the Exhibit Index below.
EXHIBIT INDEX
| |
|
|
|
Incorporated by Reference |
|
|
| Exhibit |
|
|
|
|
|
|
|
Exhibit |
|
Filed |
| Number |
|
Description of Exhibit |
|
Form |
|
Date of Filing |
|
Number |
|
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 31.1 |
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
|
|
|
|
|
|
|
X |
| 31.2 |
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a) under the Securities Exchange Act of 1934, as amended. |
|
|
|
|
|
|
|
X |
| 101.1 |
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
|
|
|
|
|
|
X |
| 104.1 |
|
Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.1) |
|
|
|
|
|
|
|
X |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
| |
|
Tactile Systems Technology, Inc. |
| |
|
|
| Date: November 2, 2026 |
|
By: |
/s/ Elaine M. Birkemeyer |
| |
|
|
Elaine M. Birkemeyer |
| |
|
|
Chief Financial Officer |
| |
|
|
(Principal financial and accounting officer) |
