podd-20240515

Delaware

001-33462

04-3523891

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

100 Nagog Park

Acton

Massachusetts

01720

(Address of Principal Executive Offices, including Zip Code)

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):


☐			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			☐

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

PODD

The NASDAQ Stock Market, LLC

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.


No.						Exhibit
10.1+						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

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 [***]

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: [***]

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


			Registrant’s telephone number, including area code:			(978)			600-7000


☐			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)


(d)			Exhibits.
			The following exhibit is filed as part of this report:


Item 1.01			Entry into a Material Definitive Agreement.


Item 9.01			Financial Statements and Exhibits.