ATEC Alphatec Holdings Inc

On May 29, 2020, Alphatec Holdings, Inc. (the “Company”), along with its wholly-owned subsidiaries Alphatec Spine, Inc. (“Alphatec Spine”) and SafeOp Surgical, Inc. (collectively, the “Borrowers”), entered into a Second Amendment to Credit, Security and Guaranty Agreement (the “Credit Agreement”) and Second Amended and Restated Term Note (the “Note”) with Squadron Medical Finance Solutions LLC (“Squadron”) to expand the secured term loan (the “Term Loan”) provided by Squadron under the Credit Agreement by $35,000,000 and to extend the term of the Term Loan by two additional years. The expanded Term Loan will mature on May 31, 2025 (the “Maturity Date”) and will bear interest at the one month London Interbank Offered Rate (“LIBOR”) + 8% per annum (subject to a 10% floor and 13% ceiling), the same rate as the other borrowing under the Term Loan. Interest-only payments are due monthly through November 2022, followed by $29 million in principal payments in equal monthly installments beginning December 2022 and a $71 million lump-sum payment payable at the Maturity Date.

In connection with the amendment of the Credit Agreement, the Company issued to each of Squadron and Tawani Holdings LLC (“Tawani”) a warrant (collectively, the “Warrants”) to purchase up to an aggregate of 537,910 shares of the Company’s common stock at a price of $4.88 per share. The Warrants are exercisable immediately and have a term of seven years. The Warrants are subject to price-based, weighted average anti-dilution adjustments in the event of certain issuances by the Company of equity or equity-linked securities at effective prices per share of less than $4.88; provided that the Company will not be required to issue any shares of common stock due to any such adjustment if the issuance (taken together with any prior issuance upon the exercise of a Warrant) would exceed the aggregate number of shares of common stock the Company may issue without breaching applicable Nasdaq rules. In connection with issuing the Warrants, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Squadron and Tawani whereby the Company agreed to register the resale of the shares of common stock issuable pursuant to the Warrants (the “Warrant Shares”) under the Securities Act of 1933, as amended, under certain circumstances upon demand of holders thereof or at their request to the extent the Company seeks to register other equity securities for sale.

Also in connection with the amendment of the Credit Agreement, the Company amended the expiration date of warrants previously issued to Squadron and Tawani to May 29, 2027, the same expiration date as the Warrants.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to Credit, Security and Guaranty Agreement, the Note, the Form of Warrant, the Form of Amendment to Warrant, the Form of Second Amendment to Warrant and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2, 4.1, 4.2, 4.3 and 4.4, respectively, and incorporated herein by this reference.