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| LEI | 254900M8OMEHVX0KYR81 |
| CIK | 1760173 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Surgalign Holdings Inc
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 14, 2024 |
US86882C2044 / Surgalign Holdings, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-srga123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 86882C204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-38832 SURGALIGN HOLDINGS, INC. (Exact name of registrant as specified i |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration Nos. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration Nos. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| September 29, 2023 |
Exhibit 16.1 GRANT THORNTON LLP Grant Thornton Tower 171 N. Clark Street, Suite 200 Chicago, IL 60601 D +1 312 856 0200 F +1 312 602 8099 September 29, 2023 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Surgalign Holdings, Inc. File No. 001-38832 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Surgalign Holdings, Inc. date |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 27, 2023 SURGALIGN HOLDINGS, INC. |
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| September 29, 2023 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) SURGALIGN HOLDINGS, INC., et al.1 ) Case No. 23-90731 (CML) ) Debtors. ) (Jointly Administered) ) ORDER (I) APPROVING THE DISCLOSURE STATEMENT, (II) CONFIRMING THE JOINT CHAPTER 11 PLAN OF SURGALIGN HOLDINGS, INC. AND ITS AFFILIATED DEBTORS, AND (III) GRANTING RELATED RELIE |
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| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 9, 2023 SURGALIGN HOLDINGS, INC. |
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| August 14, 2023 |
SEC File Number 001-38832 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 1, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 1, 2023 (June 28, 2023) SURGALIGN HOLDINGS, INC. |
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| August 1, 2023 |
Surgalign Successfully Completes Auction and Names Successful Bidders For Asset Sales Exhibit 99.1 Surgalign Successfully Completes Auction and Names Successful Bidders For Asset Sales DEERFIELD, Ill., July 28, 2023 – Surgalign Holdings, Inc., (OTC: SRGAQ) (“Surgalign” or the “Company”), a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced that following a competitive court-supervised marketing and |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2023 SURGALIGN HOLDINGS, INC. |
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| June 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 22, 2023 SURGALIGN HOLDINGS, INC. |
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| June 23, 2023 |
EX-99.1 Exhibit 99.1 Surgalign Receives NASDAQ Delisting Notice Following its Chapter 11 Filing Delisting to take effect on July 3, 2023; Company’s common stock is expected to begin trading on the OTC under the symbol SRGAQ Deerfield, Ill., June 23, 2023 – Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution |
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| June 20, 2023 |
SURGALIGN SPINE TECHNOLOGIES, INC. SENIOR EXECUTIVE RETENTION & INCENTIVE LETTER AGREEMENT EX-10.2 Exhibit 10.2 SURGALIGN SPINE TECHNOLOGIES, INC. SENIOR EXECUTIVE RETENTION & INCENTIVE LETTER AGREEMENT Dear [•]: On behalf of Surgalign Spine Technologies, Inc. (the “Company”), I am pleased to offer you the opportunity to receive employee retention and incentive bonuses if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effectiv |
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| June 20, 2023 |
CONSULTANT & SEPARATION AGREEMENT EX-10.1 Exhibit 10.1 CONSULTANT & SEPARATION AGREEMENT This CONSULTANT & SEPARATION AGREEMENT (the “Agreement”), effective on June 16, 2023 (the “Effective Date”), is by and between Scott Durall, an individual, (“Consultant”) and Surgalign Spine Technologies, Inc., a Delaware corporation with an address at 520 Lake Cook Road, Suite 315, Deerfield, IL 60015 (“Surgalign” or “Company”) (each individu |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 12, 2023 SURGALIGN HOLDINGS, INC. |
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| June 20, 2023 |
EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT dated as of June 18, 2023 by and between Surgalign Holdings, Inc., and Xtant Medical Holdings, Inc. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of June 18, 2023 by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Purchaser”), and Surgalign Holdings, Inc., a Delaware corporation (“Seller”). |
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| June 20, 2023 |
EX-99.1 Exhibit 99.1 Surgalign Enters Into Definitive Agreement to Sell Global Hardware and Biologics Business Through a Structured Sale Process Under Chapter 11 of the U.S. Bankruptcy Code DEERFIELD, Ill., June 20, 2023 – Surgalign Holdings, Inc., (NASDAQ: SRGA) (“Surgalign” or the “Company”) a global medical technology company focused on elevating the standard of care by driving the evolution of |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 19, 2023 SURGALIGN HOLDINGS, INC. |
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| June 15, 2023 |
SURGALIGN HOLDINGS, INC. 520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015 June 7, 2023 EX-10.1 Exhibit 10.1 SURGALIGN HOLDINGS, INC. 520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015 June 7, 2023 BY EMAIL Ms. Jill Frizzley [email protected] Dear Ms. Frizzley: This letter agreement sets forth the terms under which you have agreed to serve as a director for Surgalign Holdings, Inc. (the “Company”). By signing this letter agreement, you confirm that you do not po |
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| June 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 8, 2023 SURGALIGN HOLDINGS, INC. |
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| June 15, 2023 |
SURGALIGN HOLDINGS, INC. 520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015 June 7, 2023 EX-10.2 Exhibit 10.2 SURGALIGN HOLDINGS, INC. 520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015 June 7, 2023 Ms. Elizabeth A. LaPuma 546 North Street Greenwich, CT 06830 Dear Ms. LaPuma: This letter agreement sets forth the terms under which you have agreed to serve as a director for Surgalign Holdings, Inc. (the “Company”). By signing this letter agreement, you confirm that you do not poss |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 9, 2023 SURGALIGN HOLDINGS, INC. |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 30, 2023 SURGALIGN HOLDINGS, INC. |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 22, 2023 SURGALIGN HOLDINGS, INC. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o 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 001-38832 SURGALIGN |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 11, 2023 SURGALIGN HOLDINGS, INC. |
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| May 11, 2023 |
Surgalign Announces First Quarter 2023 Results and Provides Update on its Business Operations Surgalign Announces First Quarter 2023 Results and Provides Update on its Business Operations Deerfield, Ill. |
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| April 28, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 13, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 10, 2023 SURGALIGN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38832 83-2540607 (State or other jurisdiction of incorporation or organizat |
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| March 30, 2023 |
Employment Agreement between the Company and Paolo Amoruso dated August 1, 2022. Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 1st day of August, 2022 (the “Effective Date”), is entered into among Paolo Amoruso (“Executive”), and Surgalign Holdings, Inc., a Delaware corporation (the “Company”). 1.Commencement. This Agreement shall govern Executive’s employment by the Company, which shall begin on August 1, 2022, or such other date mu |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38832 Surgalign Holdings, Inc. (E |
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| March 30, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION U.S. Subsidiaries Surgalign Spine Technologies, Inc. Delaware Regeneration Technologies, Inc.—Cardiovascular Alabama RTI Services, Inc. Delaware Tutogen Medical, Inc. Florida Pioneer Surgical Technology, Inc. Michigan Angstrom Acquisition Corp. II Delaware Pioneer Surgical Orthobiologics, Inc. Delaware Zyga Technology, Inc. Delaware Par |
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| March 30, 2023 |
Employment Agreement between the Company and Exhibit 10.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 2nd day of April, 2021 (the “Effective Date”), is entered into among Marc Mackey (“Executive”), and Surgalign Holdings, Inc., a Delaware corporation (the “Company”). 1.Commencement. This Agreement shall govern Executive’s employment by the Company, which shall begin on April 12, 2021, or such other date mutua |
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| March 30, 2023 |
Employment Amendment between the Company and Scott Durall dated January 10, 2023. Exhibit 10.24 January 10, 2023 Scott Durall [email protected] Dear Scott, In follow up your conversation with Terry Rich, CEO and our email communication in September, this letter is to memorialize and secure your acknowledgement of the changes in your compensation effective in 2022 as follows: Base Salary: $400,000 annually, effective September 1, 2022 Target Annual Incentive: 80% (eighty per |
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| March 30, 2023 |
Surgalign Holdings, Inc. Announces Fourth Quarter and Full Year 2022 Results Deerfield, Ill., March 30, 2023 – Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today reported operating results for its fourth quarter and full year 2022 ending December 31, 2022. 2022 Fourth Quarter and |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 30, 2023 SURGALIGN HOLDINGS, INC. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 16, 2023 SURGALIGN HOLDINGS, INC. |
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| March 16, 2023 |
Surgalign to Host its 2023 Annual Meeting of Shareholders on June 1, 2023 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Surgalign to Host its 2023 Annual Meeting of Shareholders on June 1, 2023 DEERFIELD, Ill., March 16, 2023 – Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced that it will be hosting its 2023 Annual Meeting of Shareholders virtua |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 28, 2023 SURGALIGN HOLDINGS, INC. |
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| March 6, 2023 |
EX-10.1 Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”. TRANSITION SERVICES AGREEMENT AMONG SURGALIGN SPV, INC., SURGALIGN SPINE TECHNOLOGIES, |
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| March 6, 2023 |
EX-2.1 Exhibit 2.01 EQUITY PURCHASE AGREEMENT This EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 28, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Buyer”), SURGALIGN SPV, INC. (the “Company”), a Delaware corporation and wholly owned subsidiary of SURGALIGN SPINE TECHNOLOGIES, INC., a Delaware corporation (“Seller”), Seller and SURGALIGN HOL |
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| March 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (1st Amendment) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 (November 9, 2022) SURGALIGN HOLDINGS, INC. |
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| March 6, 2023 |
EX-99.1 Exhibit 99.1 Surgalign Provides Update on Corporate Restructuring Initiatives and Confirms its Prior 2022 Revenue Guidance Company on track to achieve target cash savings of $30—$35 million in 2023 vs 2022; expects to report 2022 revenue of approximately $82.0 million and end the year with a cash balance in excess of $16 million Deerfield, Ill., March 6, 2023 – Surgalign Holdings, Inc. (Na |
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| March 1, 2023 |
EX-99.1 Exhibit 99.1 Xtant Medical Acquires Coflex® Product Line from Surgalign for $17 Million Expands Xtant’s Product Offering with the Leading PMA-Approved Intralaminar Stabilization Device Strengthens Surgalign’s Balance Sheet as it Embarks on its Digital Health Strategy BELGRADE, MT and DEERFIELD, ILL., March 1, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical techn |
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| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 1, 2023 SURGALIGN HOLDINGS, INC. |
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| February 14, 2023 |
US86882C2044 / Surgalign Holdings, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-srga123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common stock, $0.001 par value (Title of Class of Securities) 86882C204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| December 22, 2022 |
Amended and Restated Bylaws of Surgalign Holdings, Inc., effective as of December 20, 2022 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SURGALIGN HOLDINGS, INC. Effective December 20, 2022 ARTICLE I OFFICES SECTION 1.01 REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent, and the name of its registered agent shall be United Corporate Services, Inc. SECTION 1.02 OTHER OFFICES. The corporation may also hav |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 22, 2022 (December 20, 2022) SURGALIGN HOLDINGS, INC. |
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| November 16, 2022 |
Warrants to purchase up to 521,739 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-231719 PROSPECTUS SUPPLEMENT Dated November 16, 2022 (To Prospectus Supplement Dated June 9, 2021) Warrants to purchase up to 521,739 Shares of Common Stock This prospectus supplement (?Supplement?) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, that certain prospectus su |
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| November 16, 2022 |
Warrants to purchase up to 597,826 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-259893 PROSPECTUS SUPPLEMENT Dated November 16, 2022 (To Prospectus Supplement Dated February 10, 2022) Warrants to purchase up to 597,826 Shares of Common Stock This prospectus supplement (?Supplement?) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, that certain prospect |
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| November 15, 2022 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. |
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| November 15, 2022 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date:, 2022 Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
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| November 15, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 13, 2022, between Surgalign Holdings, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and condit |
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| November 15, 2022 |
Exhibit 4.2 [SERIES A/SERIES B] COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date:, 2022 Initial Exercise Date: , 2022 THIS [SERIES A/SERIES B] COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, |
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| November 15, 2022 |
Form of Placement Agent Warrant Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: November 16, 2022 Initial Exercise Date: November 16, 2022 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina |
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| November 15, 2022 |
Form of Warrant Amendment Agreement Exhibit 4.4 November 14, 2022 Holder of Warrants to Purchase Common Stock issued in June 2021 (521,739 warrants @$51.75 per share) and in February 2022 (597,826 warrants @$18.00 per share) Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the concurrent private placement on or about the date hereof (the ?Offering?) by Surgalign Holdings, Inc. (the ?Company?) of its securi |
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| November 15, 2022 |
Surgalign Announces $12.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Exhibit 99.1 Surgalign Announces $12.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Deerfield, Ill., November 14, 2022 ? Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today announced that it has entered into a definitive agreement with a single institu |
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| November 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 13, 2022 SURGALIGN HOLDINGS, INC. |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 9, 2022 SURGALIGN HOLDINGS, INC. |
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| November 2, 2022 |
Surgalign Announces Third Quarter 2022 Results and Provides Update on Business Operations and Financial Outlook Deerfield, Ill. |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o 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 001-38832 SURGAL |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 2, 2022 SURGALIGN HOLDINGS, INC. |
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| August 24, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Surgalign Announces FDA 510(k) Clearance of the CorteraTM Spinal Fixation System ? The Company?s New Flagship Posterior Fixation Platform DEERFIELD, Ill., August 24, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced FDA 510(k) cl |
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| August 24, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 24, 2022 SURGALIGN HOLDINGS, INC. |
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| August 10, 2022 |
Exhibit 10.23 GLOBAL SETTLEMENT AGREEMENT This Global Settlement Agreement (the ?Agreement?), effective as of the last date of execution below (the ?Settlement Effective Date?), is by and between Surgalign Spine Technologies, Inc. and Surgalign Holdings, Inc. (together ?Surgalign?), on the one hand, and Pioneer Surgical Technology, Inc. d/b/a Resolve Surgical Technologies and RTI Surgical, Inc. (t |
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| August 10, 2022 |
Exhibit 99.1 Surgalign Announces Global Settlement Agreement with Resolve Surgical Technologies and RTI Surgical, Inc. Parties enter into new sole-source supply relationship, extended for two years DEERFIELD, Ill., August 10, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, toda |
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| August 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 5, 2022 SURGALIGN HOLDINGS, INC. |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o 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 001-38832 SURGALIGN H |
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| August 9, 2022 |
Surgalign Holdings, Inc. Announces Second Quarter 2022 Results and Reiterates Full Year 2022 Revenue Guidance Range Deerfield, Ill., August 9, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today announced financial results for its 2022 second quarter ended June 30, 2022. 202 |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 9, 2022 SURGALIGN HOLDINGS, INC. |
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| August 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 4, 2022 SURGALIGN HOLDINGS, INC. |
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| August 5, 2022 |
Exhibit 99.1 Surgalign Reaches Settlement with the Securities and Exchange Commission on Matters Related to Prior Management Between 2015-2019 DEERFIELD, Ill., August, 3, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) reached a settlement with the U.S. Securities and Exchange Commission (?SEC?) on August 3, 2022, concluding and resolving in its entirety the previously disclosed SEC investigation |
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| June 30, 2022 |
Amendment to Surgalign Holdings, Inc. 2021 Incentive Compensation Plan. EXHIBIT 99.1 AMENDMENT TO SURGALIGN HOLDINGS, INC. 2021 INCENTIVE COMPENSATION PLAN THIS AMENDMENT TO THE 2021 INCENTIVE COMPENSATION PLAN (this ?Amendment?) is adopted effective as of June 29, 2022 (the ?Effective Date?), by Surgalign Holdings, Inc., a Delaware corporation (the ?Company?), pursuant to Section 9(f) of the Company?s 2021 Incentive Compensation Plan (the ?Plan?). 1. BACKGROUND The C |
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| June 30, 2022 |
As filed with the Securities and Exchange Commission on June 30, 2022 As filed with the Securities and Exchange Commission on June 30, 2022 Registration No. |
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| June 30, 2022 |
EXHIBIT 107 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Surgalign Holdings, Inc. |
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| June 2, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 2, 2022 SURGALIGN HOLDINGS, INC. |
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| June 2, 2022 |
Sent via Electronic Delivery to: [email protected] Exhibit 99.1 Sent via Electronic Delivery to: [email protected] June 1, 2022 Mr. Joshua H. DeRienzis Chief Legal Officer Surgalign Holdings, Inc. 520 Lake Cook Road, Suite 315 Deerfield, Illinois 60015 Re: Surgalign Holdings, Inc. (the ?Company?) Nasdaq Security: Common Stock Nasdaq Symbol: SRGA Dear Mr. DeRienzis: On December 23, 2021, Staff notified the Company that its common stock faile |
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| May 16, 2022 |
Exhibit 3.1 THIRD CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURGALIGN HOLDINGS, INC. Surgalign Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), certifies: FIRST: That on March 7, 2022, the board of directors of the Corporation (the ?Board of Directors?) duly adopted resolutions: (i) authorizing |
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| May 16, 2022 |
Surgalign Holdings, Inc. Announces Exhibit 99.1 Surgalign Holdings, Inc. Announces 1-for-30 Reverse Stock Split DEERFIELD, Ill., May 16, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced that at its Annual Meeting of Stockholders (?Annual Meeting?) on May 10, 2022, the stockholders of the Company a |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2022 SURGALIGN HOLDINGS, INC. |
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| May 12, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 10, 2022 SURGALIGN HOLDINGS, INC. |
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| May 10, 2022 |
Surgalign Holdings, Inc. Announces First Quarter 2022 Results and Raises Full Year 2022 Revenue Guidance Range Deerfield, Ill., May 10, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today announced financial results for its 2022 first quarter ended March 31, 2022. Financial |
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| May 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 10, 2022 SURGALIGN HOLDINGS, INC. |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o 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 001-38832 SURGALIGN |
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| April 11, 2022 |
DEF 14A 1 d134589ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 1, 2022 SURGALIGN HOLDINGS, INC. |
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| March 30, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 18, 2022 |
Exhibit 99.3 SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 30, 2021, Surgalign Holdings, Inc. (?Surgalign? or the ?Company?) entered into and closed on a Stock Purchase Agreement with Dearborn Capital Management LLC, and Neva, LLC, a Delaware limited liability company (collectively the Sellers of Inteneural Networks, Inc. (?Inten |
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| March 18, 2022 |
Inteneural Networks Inc. and Subsidiary Consolidated Financial Statements December 31, 2020 and 2019 Exhibit 99.1 Inteneural Networks Inc. and Subsidiary Consolidated Financial Statements December 31, 2020 and 2019 Inteneural Networks Inc. and Subsidiary Table of Contents December 31, 2020 and 2019 Page Independent Auditors? Report 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Stockholders? Equity 5 Consolidate |
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| March 18, 2022 |
Inteneural Networks Inc and Subsidiary Consolidated Financial Statements September 30, 2021 and 2020 Exhibit 99.2 Inteneural Networks Inc and Subsidiary Consolidated Financial Statements September 30, 2021 and 2020 Inteneural Networks Inc and Subsidiary Table of Contents September 30, 2021 and 2020 Page Independent Auditor?s Review Report 1 Consolidated Financial Statements Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Stockholders? Equity 4 Cons |
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| March 18, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 30, 2021 SURGALIGN HOLDINGS, INC. |
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| March 15, 2022 |
Surgalign Holdings, Inc. Announces Fourth Quarter and Full Year 2021 Results Surgalign Holdings, Inc. Announces Fourth Quarter and Full Year 2021 Results Deerfield, Ill., March 15, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today reported operating results for the fourth quarter and full year 2021. Recent Highlights: ?Total global spine revenue of |
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| March 15, 2022 |
EXHIBIT 4.7 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.001 per share (the ?Common Stock?), of Surgalign Holdings, Inc. (?Surgalign,? the ?Company,? ?we,? ?us? or ?our?), which is the only security of the Company registered pursuant to Section 12 of the Securit |
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| March 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 15, 2022 SURGALIGN HOLDINGS, INC. |
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| March 15, 2022 |
Employment Agreement between the Company and Enrico Sangiorgio dated Exhibit 10.23 INVOLUNTARY TERMINATION AGREEMENT THIS INVOLUNTARY TERMINATION AGREEMENT (this "Agreement") is entered into effective as of January 13, 2020 (the "Effective Date"), by and between RTI Surgical Holdings, Inc., a Delaware corporation (the "Company"), and Enrico Sangiorgio (the "Executive"). 1.Definitions. As used in this Agreement, the following terms have the respective meanings set f |
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| March 15, 2022 |
Employment Agreement between the Company and Christopher Thunander dated Exhibit 10.24 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made this 7th day of October, 2021 (the ?Effective Date?), is entered into among Chris Thunander (?Executive?), and Surgalign Spine Technologies, Inc., a Delaware corporation (the ?Company?). 1.Commencement. This Agreement shall govern Executive?s employment by the Company, effective as of September 23, 2021 (the ?Comm |
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| March 15, 2022 |
Exhibit 10.27 EXECUTION VERSION UNSECURED SELLER NOTE December 30, 2021 $5,305,787.16 FOR VALUE RECEIVED, the undersigned SURGALIGN HOLDINGS, INC., a Delaware Corporation (?Payor?), hereby promises to pay to NEVA, LLC, a Delaware limited liability company (?Holder?), on the Maturity Date, the principal sum of five million three hundred five thousand seven hundred eighty-seven and sixteen hundredth |
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| March 15, 2022 |
Exhibit 10.26 EXECUTION VERSION UNSECURED SELLER NOTE December 30, 2021 $5,305,787.16 FOR VALUE RECEIVED, the undersigned SURGALIGN HOLDINGS, INC., a Delaware Corporation (?Payor?), hereby promises to pay to DEARBORN CAPITAL MANAGEMENT LLC, a Delaware limited liability company (?Holder?), on the Maturity Date, the principal sum of five million three hundred five thousand seven hundred eighty-seven |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-38832 Surgalign Holdings, Inc. (E |
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| March 15, 2022 |
Employment Agreement between the Company and David Lyle dated March 1, 2022. Exhibit 10.25 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made this 1 day of March, 2022 (the ?Effective Date?), is entered into among David Lyle (?Executive?), and Surgalign Holdings, Inc., a Delaware corporation (the ?Company?). 1.Commencement. This Agreement shall govern Executive?s employment by the Company, which shall begin on March 7, 2022, or such other date mutually |
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| March 15, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION U.S. Subsidiaries Surgalign Spine Technologies, Inc. Delaware Regeneration Technologies, Inc.?Cardiovascular Alabama RTI Services, Inc. Delaware Tutogen Medical, Inc. Florida Pioneer Surgical Technology, Inc. Michigan Angstrom Acquisition Corp. II Delaware Pioneer Surgical Orthobiologics, Inc. Delaware Zyga Technology, Inc. Delaware Par |
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| March 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 7, 2022 SURGALIGN HOLDINGS, INC. |
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| March 7, 2022 |
Exhibit 99.1 Investor and Media Contact: Mike Vallie [email protected] +1 443 213 0499 Surgalign Announces Appointment of David Lyle as Chief Financial Officer DEERFIELD, Ill., March 7, 2022 ? Surgalign Holdings, Inc. (NASDAQ: SRGA) (?Surgalign?), a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced the appointment |
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| February 15, 2022 |
EX-1.1 2 d316447dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION 38,565,220 SHARES OF COMMON STOCK PRE-FUNDED WARRANTS TO PURCHASE 4,913,044 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE 32,608,698 SHARES OF COMMON STOCK SURGALIGN HOLDINGS, INC. UNDERWRITING AGREEMENT February 10, 2022 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: Surgalign Holdings |
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| February 15, 2022 |
Exhibit 4.3 UNDERWRITER COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: February 15, 2022 Initial Exercise Date: February 15, 2022 THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se |
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| February 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 10, 2022 SURGALIGN HOLDINGS, INC. |
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| February 15, 2022 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: February 15, 2022 Initial Exercise Date: February 15, 2022 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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| February 15, 2022 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: February 15, 2022 Initial Exercise Date: February 15, 2022 THIS COMMON STOCK PURCHASE WARRANT (this ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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| February 11, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-259893 Prospectus Supplement (To Prospectus dated December 28, 2021) SURGALIGN HOLDINGS, INC. 38,565,220 Shares of Common Stock Warrants to Purchase up to 32,608,698 Shares of Common Stock Pre-Funded Warrants to Purchase up to 4,913,044 Shares of Common Stock Underwriter Warrants to Purchase up to 2,608,696 Shares of |
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| February 10, 2022 |
Subject to Completion Preliminary Prospectus Supplement dated February 10, 2022 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-259893 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale |
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| February 8, 2022 |
SRGA / Surgalign Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Surgalign Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 4, 2022 |
SRGA / Surgalign Holdings, Inc. / Lewicki Pawel Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Surgalign Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 86882C105 (CUSIP Number) Pawel Lewicki 296 Woodward Blvd. Tulsa, Oklahoma 74114 (918) 513-2636 (Name, Address and Telephone Number of Person |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 4, 2022 |
SRGA / Surgalign Holdings, Inc. / WELLINGTON TRUST Co N A - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 4, 2022 |
SRGA / Surgalign Holdings, Inc. / Siemionow Krzysztof Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Surgalign Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 86882C105 (CUSIP Number) Krzysztof Siemionow 3608 Stewart Avenue Miami, Florida 33133 (216) 410-1829 (Name, Address an |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 24, 2022 SURGALIGN HOLDINGS, INC. |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) January 12, 2022 SURGALIGN HOLDINGS, INC. |
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| January 18, 2022 |
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT Exhibit 99.2 EXECUTION VERSION SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT This SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this ?Amendment?) dated January 12, 2022 is by and among Surgalign Holdings, Inc., a Delaware Corporation (?Buyer?), Roboticine, Inc, a Delaware corporation (?Seller?), Holo Surgical S.A., a Polish joint-stock company (?Holo S.A.?), Pawel Lewicki, PhD (?Lewicki?) and Krzys |
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| January 18, 2022 |
Surgalign Receives FDA Clearance for HOLO Portal Exhibit 99.1 Surgalign Receives FDA Clearance for HOLO Portal? System, the World?s First AI-driven AR Guidance System for Spine Surgery and Reports Preliminary Fourth Quarter and Full Year 2021 Results Clearance is for use in the lumbar portion of the $5 billion instrumented fusion market* DEERFIELD, Ill., Jan. 18, 2022 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company |
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| January 5, 2022 |
Exhibit 99.1 Surgalign Holdings, Inc. Expands Digital Health Capabilities with Acquisition of a Significant Equity Interest in Inteneural Networks Inc. Artificial Intelligence Technology Will Enable Computers to Autonomously Identify and Segment Neural Structures in Medical Images and Provide Reference Information Regarding Pathological States Deerfield, Ill., Jan. 05, 2022 ? Surgalign Holdings, I |
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| January 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 30, 2021 SURGALIGN HOLDINGS, INC. |
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| January 5, 2022 |
Exhibit 10.1 EXECUTION VERSION In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information contained in this document, marked by brackets as [**], has been omitted because it is both not material and is the type that the registrant treats as private or confidential. In addition, in accordance with Item 601(a)(6) of Regulation S-K, certain personally identifiable information conta |
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| January 5, 2022 |
Exhibit 2.1 EXECUTION VERSION In accordance with Item 601(b)(10)(iv) of Regulation S-K, certain information contained in this document, marked by brackets as [**], has been omitted because it is both not material and is the type that the registrant treats as private or confidential. In addition, in accordance with Item 601(a)(6) of Regulation S-K, certain personally identifiable information contai |
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| January 5, 2022 |
EX-10.3 5 d83845dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION UNSECURED SELLER NOTE December 30, 2021 $5,305,787.16 FOR VALUE RECEIVED, the undersigned SURGALIGN HOLDINGS, INC., a Delaware Corporation (“Payor”), hereby promises to pay to DEARBORN CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“Holder”), on the Maturity Date, the principal sum of five million three hundred five t |
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| January 5, 2022 |
Exhibit 10.2 EXECUTION VERSION UNSECURED SELLER NOTE December 30, 2021 $5,305,787.16 FOR VALUE RECEIVED, the undersigned SURGALIGN HOLDINGS, INC., a Delaware Corporation (?Payor?), hereby promises to pay to NEVA, LLC, a Delaware limited liability company (?Holder?), on the Maturity Date, the principal sum of five million three hundred five thousand seven hundred eighty-seven and sixteen hundredths |
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| December 27, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 23, 2021 SURGALIGN HOLDINGS, INC. |
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| December 23, 2021 |
Surgalign Holdings, Inc. 520 Lake Cook Road, Suite 315 Deerfield, Illinois 60015 December 23, 2021 Surgalign Holdings, Inc. 520 Lake Cook Road, Suite 315 Deerfield, Illinois 60015 December 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Jeffrey Gabor Re: Surgalign Holdings, Inc. Registration Statement on Form S-3 (File No. 333-259893) Ladies and Gentlemen: Pursuant to Rule 461 |
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| December 23, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on December 23, 2021 Registration No. |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) December 14, 2021 SURGALIGN HOLDINGS, INC. |
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| November 9, 2021 |
Surgalign Holdings, Inc. Announces Third Quarter 2021 Results EX-99.1 2 a2021thirdquarter2021press.htm EX-99.1 Surgalign Holdings, Inc. Announces Third Quarter 2021 Results Deerfield, Ill., November 9, 2021 – Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today reported operating results for the third quarter of 2021. Highlights: •Total global |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR o 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 001-38832 SURGAL |
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| November 9, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 9, 2021 SURGALIGN HOLDINGS, INC. |
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| November 5, 2021 |
November 5, 2021 United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences Attention: Eric Atallah and Mary Mast Re: Surgalign Holdings, Inc. |
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| October 8, 2021 |
CORRESP 1 filename1.htm September 24, 2021 United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences Attention: Eric Atallah and Mary Mast Re: Surgalign Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed: March 16, 2021 File No. 001-38832 Form 10-Q for the Quarterly Period Ended March 31, 2021 Filed: May 10, 2021 File No. 001-388 |
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| October 5, 2021 |
Exhibit 99.2 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re RTI Surgical Derivative Litigation Master File No.: 1:20-CV-3347 (MFK) Judge: Hon. Matthew F. Kennelly Magistrate: Hon. Beth Jantz STIPULATION OF SETTLEMENT This Stipulation of Settlement, dated September 10, 2021 (?Stipulation? or ?Settlement?), is made and entered into by and among the following partie |
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| October 5, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 30, 2021 SURGALIGN HOLDINGS, INC. |
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| October 5, 2021 |
EX-99.1 2 d241309dex991.htm EX-99.1 Exhibit 99.1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION In re RTI Surgical Derivative Litigation Master File No.: 1:20-CV-3347 (MFK) Judge: Hon. Matthew F. Kennelly Magistrate: Hon. Beth Jantz NOTICE OF PROPOSED DERIVATIVE SETTLEMENT TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF SURGALIGN HOLDINGS, INC. (“SU |
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| September 29, 2021 |
Exhibit 4.9 SURGALIGN HOLDINGS, INC. and [ ] as Trustee Guaranteed to the extent set forth in the Guarantees by the Guarantors named in this Indenture. INDENTURE dated as of TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Certain Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Ru |
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| September 29, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on September 29, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 00 |
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| September 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 001-38832 Surgalig |
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| September 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 22, 2021 SURGALIGN HOLDINGS, INC. |
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| September 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 10, 2021 SURGALIGN HOLDINGS, INC. |
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| August 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 6, 2021 SURGALIGN HOLDINGS, INC. |
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| August 6, 2021 |
Form of Non Qualified Stock Option (2021 Incentive Plan) Exhibit 10.6 SURGALIGN HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT 1.Grant of Option. SURGALIGN HOLDINGS, INC., a Delaware corporation (the ?Company?) hereby grants, as of [?] (?Date of Grant?), to [?] (the ?Optionee?) an option (the ?Option?) to purchase up to [?] shares of the Company?s common stock (the ?Shares?), at an exercise price per share equal to $[?] (the ?Exercise Price?). The O |
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| August 6, 2021 |
Exhibit 99.1 Surgalign Holdings, Inc. Announces Second Quarter 2021 Results Deerfield, Ill., August 6, 2021 ? Surgalign Holdings, Inc., (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today reported operating results for the second quarter of 2021. Highlights: ? Total global spine revenue of $24.8 million, co |
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| August 6, 2021 |
Form of Restricted Stock Unit (2021 Incentive Plan) Exhibit 10.5 SURGALIGN HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENT 1.Award of Restricted Stock Units. SURGALIGN HOLDINGS, INC., a Delaware corporation (the ?Company?) hereby grants, as of [?] (the ?Date of Grant?), to [?] (the ?Recipient?), [?] Restricted Stock Units (collectively the ?Restricted Stock Units?). The Restricted Stock Units shall be subject to the terms, provisions and restriction |
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| August 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 001-38832 SURGALIGN H |
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| July 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) July 29, 2021 (July 27, 2021) SURGALIGN HOLDINGS, INC. |
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| June 11, 2021 |
Surgalign Holdings, Inc. Announces $50 Million Registered Direct Offering Priced Exhibit 99.1 Surgalign Holdings, Inc. Announces $50 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules Deerfield, Ill., June 10, 2021 ? Surgalign Holdings, Inc. (?Surgalign?) (NASDAQ: SRGA), a global medical technology company focused on elevating the standard of care through the evolution of digital surgery, today announced that it has entered into a definitive securities |
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| June 11, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 9, 2021 SURGALIGN HOLDINGS, INC. |
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| June 11, 2021 |
EX-10.1 5 d148413dex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2021, between Surgalign Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, |
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| June 11, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-231719 PROSPECTUS SUPPLEMENT (To Prospectus dated June 14, 2019) SURGALIGN HOLDINGS, INC. 28,985,508 Shares of Common Stock Warrants to Purchase 28,985,508 shares of Common Stock Placement Agent Warrants to Purchase 1,739,130 shares of Common Stock (and the shares of Common Stock underlying such Warrants and Placemen |
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| June 11, 2021 |
Form of Placement Agent Warrant. Exhibit 4.2 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: June 14, 2021 Initial Exercise Date: June 14, 2021 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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| June 11, 2021 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT SURGALIGN HOLDINGS, INC. Warrant Shares: Issue Date: June 14, 2021 Initial Exercise Date: June 14, 2021 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| June 4, 2021 |
Changes in Registrant's Certifying Accountant, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) June 4, 2021 (April 30, 2021) SURGALIGN HOLDINGS, INC. |
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| May 10, 2021 |
Exhibit 3.2 SECOND CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SURGALIGN HOLDINGS, INC. Surgalign Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify: FIRST: That on March 10, 2021, the board of directors of the Corporation (the ?Board of Direct |
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| May 10, 2021 |
Amended and Restated Bylaws of Surgalign Holdings, Inc., adopted on November 13, 2020 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SURGALIGN HOLDINGS, INC. Effective November 13, 2020 ARTICLE I OFFICES SECTION 1.01 REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent, and the name of its registered agent shall be United Corporate Services, Inc. SECTION 1.02 OTHER OFFICES. The corporation may also have offic |
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| May 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 001-38832 SURGALIGN |
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| May 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 10, 2021 SURGALIGN HOLDINGS, INC. |
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| May 10, 2021 |
Exhibit 99.1 Surgalign Holdings, Inc. Announces First Quarter 2021 Results Deerfield, Ill., May 10, 2021 ? Surgalign Spine Technologies, (NASDAQ: SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today reported operating results for the first quarter of 2021. Highlights: ? Total global spine revenue of $23.3 million, co |
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| May 10, 2021 |
Exhibit 10.1 LEASE BY AND BETWEEN SNH MEDICAL OFFICE PROPERTIES TRUST LANDLORD AND SURGALIGN SPINE TECHNOLOGIES, INC. TENANT 3030 SCIENCE PARK ROAD SAN DIEGO, CALIFORNIA TABLE OF CONTENTS Page Article 1 Reference Data 1 1.1 Introduction and Subjects Referred To 1 1.2 Exhibits 4 Article 2 Premises and Term 4 2.1 Premises 4 2.2 Term 4 2.3 Extension Option 5 2.4 Measurement of the Premises 7 2.5 CASp |
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| May 7, 2021 |
Surgalign Holdings, Inc. 2021 Inducement Plan. Exhibit 99.2 Surgalign Holdings, Inc. 2021 Inducement Plan SURGALIGN HOLDINGS, INC. 2021 INDUCEMENT PLAN 1. PURPOSE OF PLAN The purpose of this Surgalign Holdings, Inc. 2021 Inducement Plan (this ?Plan?) of Surgalign Holdings, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company by providing a material inducement for the best available individuals to join the Co |
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| May 7, 2021 |
As filed with the Securities and Exchange Commission on May 7, 2021 Registration No. |
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| May 7, 2021 |
Surgalign Holdings, Inc. 2021 Incentive Plan. EXHIBIT 99.1 Surgalign Holdings, Inc. 2021 Incentive Compensation Plan SURGALIGN HOLDINGS, INC. 2021 INCENTIVE COMPENSATION PLAN 1. Purpose. The purpose of this Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the ?Plan?) is to assist Surgalign Holdings, Inc., a Delaware corporation (the ?Company?) and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and |
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| May 7, 2021 |
As filed with the Securities and Exchange Commission on May 7, 2021 Registration No. |
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| May 7, 2021 |
Surgalign Holdings, Inc. Employee Stock Purchase Plan. EXHIBIT 99.1 Surgalign Holdings, Inc. Employee Stock Purchase Plan SURGALIGN HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. The purpose of the Plan is to provide Employees with opportunities to purchase common stock of the Company at a discounted purchase price, thereby encouraging increased efforts to promote the interests of the Company and its stockholders. It is the intention of the C |
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| May 5, 2021 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 5, 2021 (May 4, 2021) SURGALIGN HOLDINGS, INC. |
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| April 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 23, 2021 (April 21, 2021) SURGALIGN HOLDINGS, INC. |
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| April 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surgalign Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 86882C105 (CUSIP Number) Pawel Lewicki 296 Woodward Blvd. Tulsa, Oklahoma 74114 (918) 513-2636 (Name, Address and Telephone Number of Person |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 8, 2021 |
Letter to the SEC from Deloitte, dated April 8, 2021. Exhibit 16.1 April 8, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Surgalign Holdings, Inc.?s Form 8-K dated April 8, 2021, and we agree with the statements made therein. Yours truly, /s/ Deloitte & Touche LLP Chicago, Illinois |
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| April 8, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) April 8, 2021 (April 5, 2021) SURGALIGN HOLDINGS, INC. |
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| April 1, 2021 |
Definitive Proxy Statement on Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 22, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| March 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 18, 2021 (March 15, 2021) SURGALIGN HOLDINGS, INC. |
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| March 16, 2021 |
Employment Agreement between the Company and W. Scott Durall dated May 29, Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made this 29th day of May, 2020 (the ?Effective Date?), is entered into among W. Scott Durall (?Executive?), and RTI Surgical, Inc., a Delaware corporation (the ?Company?). 1.Commencement. This Agreement shall govern Executive?s employment by the Company, which shall begin on June 15, 2020, or such other date mutually |
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| March 16, 2021 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Fourth Quarter and Full Year 2020 Results and Introduces 2021 Guidance Deerfield, Ill., March 16, 2021 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical technology company focused on advancing spine surgery and improving patient outcomes, including through the application of digital technology, today reported operating results for t |
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| March 16, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 NAME OF SUBSIDIARY JURISDICTION OF INCORPORATION U.S. Subsidiaries Regeneration Technologies, Inc.?Cardiovascular Alabama Biological Recovery Group, Inc. Delaware RTI Services, Inc. Delaware RTI Donor Services, Inc. Delaware Tutogen Medical, Inc. Florida Tutogen Medical (United States), Inc. Florida Pioneer Surgical Technology, Inc. Michigan Angstrom Acquisition Corp. II Delaware Pion |
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| March 16, 2021 |
Cr UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 001-38832 Surgalign Holdings, Inc |
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| March 16, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 16, 2021 SURGALIGN HOLDINGS, INC. |
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| March 16, 2021 |
Employment Agreement between the Company and Joshua H. DeRienzis dated March 12, 2021 Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made this 10th day of March 2021 (the ?Effective Date?), is entered into among Josh DeRienzis (?Executive?), and Surgalign Holdings, Inc., a Delaware corporation (the ?Company?). 1.Commencement. This Agreement shall govern Executive?s employment by the Company effective as of the date written above (the ?Commencement D |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 10, 2021 SURGALIGN HOLDINGS, INC. |
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| March 5, 2021 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Date Change for Fourth Quarter and Full Year 2020 Earnings Release and Conference Call Deerfield, Ill., March 5, 2021 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical technology company focused on advancing spine surgery and improving patient outcomes, including through the application of digital technology, today announced that it |
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| March 5, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) March 5, 2021 SURGALIGN HOLDINGS, INC. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Surgalign Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| February 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 12, 2021 SURGALIGN HOLDINGS, INC. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Surgalign Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 12, 2021 |
Surgalign Holdings, Inc. Announces Record Date and Annual Meeting Date EX-99.1 Exhibit 99.1 Press Release Surgalign Holdings, Inc. Announces Record Date and Annual Meeting Date Deerfield, Ill., February 12, 2021 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global surgical implant company (the “Company”), today announced that its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually on May 4, 2021 at 9:00 A.M. Central Time. Holders of recor |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SURGALIGN HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 86882C105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 29, 2021 |
The date of this prospectus is January 27, 2021 Form 424(b)(4) Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| January 25, 2021 |
Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 25, 2021 SURGALIGN HOLDINGS, INC. |
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| January 25, 2021 |
Piper Sandler & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 January 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: David Gessert Re: Surgalign Holdings, Inc. Registration Statement on Form S-1 |
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| January 25, 2021 |
Surgalign Holdings, Inc. 520 Lake Cook Road, Suite 315 Deerfield, Illinois 60015 January 25, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Dave Gessert Re: Surgalign Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-251828) Ladies and Gentlemen: Reference |
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| January 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| January 25, 2021 |
Form of Underwriting Agreement Exhibit 1.1 [•] Shares1 Surgalign Holdings, Inc. Common Stock UNDERWRITING AGREEMENT January [•], 2021 PIPER SANDLER & CO. CANTOR FITZGERALD & CO. As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402 c/o Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Ladies and Gentlemen: Surgalign Holding |
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| January 25, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF SURGALIGN HOLDINGS, INC. Subsidiary Jurisdiction of Incorporation or Organization Surgalign Holdings, Inc. Delaware Surgalign Spine Technologies, Inc. Delaware Pioneer Surgical Technology, Inc. Michigan Angstrom Acquisition Corp. II Delaware Pioneer Surgical Orthobiologics, Inc. Delaware RTI Surgical Holdings Luxembourg SARL Luxembourg RTI Surgical Australia Pty. Ltd. |
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| January 25, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 25, 2021 Registration No. |
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| December 30, 2020 |
Exhibit 99.1 Explanatory Statement This Current Report on Form 8-K (including this Exhibit 99.1, the “Form 8-K”) is being filed to reflect certain retrospective revisions for discontinued operations and changes in reportable segments described under the heading “Business” below that have been made to the consolidated financial statements of Surgalign Holdings, Inc. (formerly known as RTI Surgical |
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| December 30, 2020 |
Independent Accountants’ Review Report EX-99.2 Exhibit 99.2 Independent Accountants’ Review Report To the Stockholders and Board of Directors of Holo Surgical Inc. and Subsidiaries We have reviewed the accompanying financial statements of Holo Surgical Inc. and its subsidiaries (the “Company”), which comprise the balance sheets as of September 30, 2020 and 2019 and the related statements of operations, stockholders’ equity, and cash fl |
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| December 30, 2020 |
Financial Statements and Exhibits - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2020 SURGALIGN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38832 83-2540607 (State or other jurisdiction of inco |
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| December 30, 2020 |
EX-10.23 Exhibit 10.23 INVOLUNTARY TERMINATION AGREEMENT THIS INVOLUNTARY TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of January 13, 2020 (the “Effective Date”), by and between RTI Surgical Holdings, Inc., a Delaware corporation (the “Company”), and Joshua H. DeRienzis (the “Executive”). 1. Definitions. As used in this Agreement, the following terms have the respective me |
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| December 30, 2020 |
EX-99.3 5 d102898dex993.htm EX-99.3 Exhibit 99.3 SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 23, 2020, in connection with the closing (the “Transaction”), Surgalign Holdings, Inc. (“Surgalign” or the “Company”) acquired Holo Surgical Inc. and its subsidiaries (“Holo Surgical”), which became direct wholly owned subsidiaries of th |
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| December 30, 2020 |
EX-99.1 3 d102898dex991.htm EX-99.1 Exhibit 99.1 INDEPENDENT AUDITORS’ REPORT To the Stockholders and Board of Directors of Holo Surgical Inc. and Subsidiaries We have audited the accompanying consolidated financial statements of Holo Surgical Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of opera |
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| December 30, 2020 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF SURGALIGN HOLDINGS, INC. Subsidiary Jurisdiction of Incorporation or Organization Surgalign Holdings, Inc. Delaware Surgalign Spine Technologies, Inc. Delaware Pioneer Surgical Technology, Inc. Michigan Angstrom Acquisition Corp. II Delaware Pioneer Surgical Orthobiologics, Inc. Delaware RTI Surgical Holdings Luxembourg SARL Luxembourg RTI Surgical Australia Pty. Ltd. |
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| December 30, 2020 |
Powers of Attorney (contained herein on signature page) Form S-1 Table of Contents As filed with the Securities and Exchange Commission on December 30, 2020 Registration No. |
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| December 30, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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) : December 30, 2020 SURGALIGN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38832 83-2540607 (State or other jurisdiction of incorporation) (Commis |
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| November 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 23, 2020 SURGALIGN HOLDINGS, INC. |
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| November 23, 2020 |
Surgalign Holdings, Inc. Appoints Paul Lewicki, PhD to Board of Directors EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Appoints Paul Lewicki, PhD to Board of Directors November 23, 2020 Jonathon Singer Investor and Media Contact [email protected] +1 224 303 4651 Deerfield, Ill., Nov. 23, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery including through the application of digital technologies to imp |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 001-38832 SURGAL |
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| November 16, 2020 |
Amended and Restated Bylaws of the Company, effective as of November 13, 2020 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SURGALIGN HOLDINGS, INC. Effective November 13, 2020 ARTICLE I OFFICES SECTION 1.01 REGISTERED OFFICE. The registered office of the corporation in the State of Delaware shall be in the City of Dover, County of Kent, and the name of its registered agent shall be United Corporate Services, Inc. SECTION 1.02 OTHER OFFICES. The corporation may also have offic |
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| November 12, 2020 |
Transcript Surgalign Holdings, Inc. (Q3 2020 Results) November 11, 2020 EX-99.2 Exhibit 99.2 Transcript Surgalign Holdings, Inc. (Q3 2020 Results) November 11, 2020 Corporate Speakers • Jonathon Singer; Surgalign Holdings, Inc.; Chief Financial and Operating Officer • Terry Rich; Surgalign Holdings, Inc.; President and CEO Participants • Matthew Hewitt; Craig-Hallum Capital Group LLC; Analyst • Brandon Folkes; Cantor Fitzgerald & Co.; Analyst • James Sidoti; Sidoti & |
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| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| November 12, 2020 |
Exhibit 99.1 Surgalign Holdings, Inc. Announces Third Quarter 2020 Results November 11, 2020 Jonathon Singer Investor and Media Contact [email protected] +1 224 303 4651 Deerfield, Ill., Nov. 11, 2020 ? Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery including through the application of digital technologies to improve patient outcome |
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| November 12, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 12, 2020 SURGALIGN HOLDINGS, INC. |
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| November 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 11, 2020 SURGALIGN HOLDINGS, INC. |
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| November 12, 2020 |
Exhibit 99.1 Virtual Investors? Day November 12, 2020Exhibit 99.1 Virtual Investors? Day November 12, 2020 FORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management?s current expectations, estimates and projections about our industry, our manag |
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| November 10, 2020 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| November 6, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) November 5, 2020 SURGALIGN HOLDINGS, INC. |
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| November 6, 2020 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Date Change for Third Quarter 2020 Earnings Release and Conference Call November 5, 2020 Jonathon Singer Investor and Media Contact [email protected] +1 224 303 4651 Deerfield, Ill., Nov 5, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery, including through the application |
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| November 2, 2020 |
SRGA / Surgalign Holdings, Inc. / Roboticine, Inc. - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Surgalign Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 86882C105 (CUSIP Number) Pawel Lewicki 296 Woodward Blvd. Tulsa, Oklahoma 74114 (918) 513-2636 (Name, Address and Telephone Number of |
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| November 2, 2020 |
EX-99.A Exhibit A Joint Filing Agreement The undersigned each hereby agree and consent to the joint filing on their behalf of a Schedule 13D, including amendments thereto (as amended, the “Schedule 13D”) in connection with their beneficial ownership of shares of common stock of Surgalign Holdings, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an e |
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| October 23, 2020 |
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT EX-99.2 Exhibit 99.2 Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain information contained in this document, marked by brackets as [**], has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) da |
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| October 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) October 23, 2020 SURGALIGN HOLDINGS, INC. |
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| October 23, 2020 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Completion of Acquisition of Holo Surgical Inc. and its ARAI Digital Surgery Platform Acquisition Delivers on Commitment to the Promise of Digital Surgery to Improve Patient Outcomes Deerfield, Ill., Oct 23, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery including through th |
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| October 5, 2020 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain information contained in this document, marked by brackets as [**], has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. In addition, pursuant to Item 601(a)(6) of Regulation S-K, certain personally identifiable informa |
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| October 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 29, 2020 SURGALIGN HOLDINGS, INC. |
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| September 30, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) September 29, 2020 SURGALIGN HOLDINGS, INC. |
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| September 30, 2020 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Agreement to Acquire Holo Surgical Inc. and its ARAI™ Digital Surgery Platform Commitment to the Promise of Digital Surgery to Improve Patient Outcomes Deerfield, Ill., Sept 29, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a global pure-play spine company focused on advancing spine surgery including through the application of digital techn |
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| September 30, 2020 |
EX-99.2 SurgalignTM TO add HOLOSURGICALTM, A revolutionary digital surgery platform. Changing the Game: Exhibit 99.2 Forward Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, |
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| August 12, 2020 |
Exhibit 10.6 RTI Surgical HOLDINGS, Inc. AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of June 15, 2020, between RTI Surgical Holdings, Inc., a Delaware corporation (the “Company”), and Terry M. Rich (the “Employee”). W I T N E S S E T H WHEREAS, the Company has employed the Employee as the President of Spine (Global Spine) of the C |
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| August 12, 2020 |
Consultant Agreement, dated July 20, 2020, by and between the Company and Stuart F. Simpson Exhibit10.4 CONSULTANT AGREEMENT This CONSULTANT AGREEMENT (this “Agreement”), dated July 20, 2020 (the “Effective Date”), is entered into by and between Stuart F. Simpson (the “Consultant”) and Surgalign Holdings, Inc., (f/k/a RTI Surgical Holdings, Inc.) a Delaware corporation (“Surgalign”) (each individually a “Party”, and collectively the “Parties”). BACKGROUND Surgalign is a global medical te |
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| August 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 001-38832 SURGALIGN H |
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| August 12, 2020 |
Exhibit10.7 RTI SURGICAL HOLDINGS, INC. STAND ALONE RESTRICTED STOCK AGREEMENT FOR TERRY M. RICH 1.Award of Restricted Stock. RTI SURGICAL HOLDINGS, INC., a Delaware corporation (the “Company”) hereby grants, as of November 29, 2019 (the “Date of Grant”), as an inducement to accept an offer of employment, to Terry M. Rich (the “Recipient”), a number of restricted shares of the Company’s common sto |
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| August 12, 2020 |
Exhibit 10.8 Execution Version RTI SURGICAL HOLDINGS, INC. STAND ALONE NONQUALIFIED STOCK OPTION AGREEMENT FOR TERRY M. RICH 1.Grant of Option. RTI SURGICAL HOLDINGS, INC., a Delaware corporation (the “Company”) hereby grants, as of November 29, 2019 (“Date of Grant”), as an inducement to accept an offer of employment, to Terry M. Rich (the “Optionee”) an option (the “Option”) to purchase up to 18 |
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| August 12, 2020 |
Exhibit10.5 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Separation Agreement”), dated July 17, 2020, is made and entered into between Camille Farhat (“Executive”) and RTI Surgical, Inc. (“Employer”), a subsidiary of RTI Surgical Holdings, Inc. (“Holdings”). BACKGROUND Employer and Executive entered into an Employment Agreement dated January 26, 201 |
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| August 11, 2020 |
NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response 2. |
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| August 7, 2020 |
Surgalign Holdings, Inc. Announces Second Quarter 2020 Results EX-99.1 Exhibit 99.1 Press Release Surgalign Holdings, Inc. Announces Second Quarter 2020 Results Deerfield, Ill., Aug 7, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a leading global pure-play spine company focused on advancing spine surgery and improving patient outcomes, today reported operating results for the second quarter of 2020. The sale of RTI Surgical Holdings, Inc.’s (“RTI”) OEM bus |
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| August 7, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 7, 2020 SURGALIGN HOLDINGS, INC. |
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| August 4, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) August 3, 2020 SURGALIGN HOLDINGS, INC. |
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| August 4, 2020 |
EX-99.1 Exhibit 99.1 Surgalign Holdings, Inc. Announces Date Change for Second Quarter 2020 Earnings Release and Conference Call Deerfield, Ill., Aug 3, 2020 – Surgalign Holdings, Inc. (Nasdaq: SRGA), a leading global pure-play spine company focused on advancing spine surgery and improving patient outcomes, today announced that it is changing its earnings release and conference call date for the s |
