On August 2, 2019, Alphatec Holdings, Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of 12,535,000
shares of its common stock (the “Shares”). The Shares were sold pursuant to a purchase agreement dated July 31, 2019 (the “Purchase Agreement”), between the Company and Piper Jaffray & Co., as representative of the
several underwriters named therein, at a price to the public of $4.60 per share. The closing of the Offering included the issuance and sale of 1,635,000 shares of the Company’s common stock pursuant to the full exercise of the
underwriters’ option to purchase additional shares pursuant to the Purchase Agreement. The 1,635,000 option shares are included within the total number of Shares. The gross proceeds to the Company from the Offering were approximately
$57.7 million, including the gross proceeds from the option shares and before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Piper Jaffray & Co. and Canaccord Genuity LLC acted
as joint book-running managers in the Offering, and Lake Street Capital Markets, LLC acted as
co-manager
in the Offering. The Company intends to use the net proceeds of the Offering for general corporate
purposes, including working capital, capital expenditures and continued research and development with respect to products and technologies. A portion of the net proceeds of the Offering may also be used to fund possible investments in or
acquisitions of complementary businesses, products, or technologies. The Company currently does not have any agreements or commitments to complete any such transaction.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties. In addition, pursuant to the terms of the Purchase Agreement, the executive officers, directors and the largest stockholder of the Company have entered into
“lock-up”
agreements with the
Underwriters, which generally prohibit the sale, transfer or other disposition of securities of the Company for a
90-day
period, subject to certain exceptions.
The Offering was made by means of a written prospectus supplement and accompanying prospectus forming part of a shelf registration statement on Form
S-3
(Registration Statement
No. 333-221085),
previously filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on
December 13, 2018, as supplemented by a registration statement on Form
S-3,
pursuant to Rule 462(b) under the Securities Act, filed with the SEC on July 31, 2019.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement,
a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference. A copy of the opinion of Durham Jones & Pinegar, P.C., relating to the
legality of the issuance and sale of the Shares in the Offering is filed as Exhibit 5.1 to this Current Report on Form
8-K.
The disclosures contained in this Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
On July 31, 2019, the Company issued a press release announcing the pricing of the Offering. The press release is filed
as Exhibit 99.1 to this Current Report on Form
8-K.
On August 2, 2019, the Company issued a press release
announcing the closing of the Offering and the full exercise of the underwriters’ option to purchase additional shares. The press release is filed as Exhibit 99.2 to this Current Report on Form
8-K.