As filed with the Securities and Exchange Commission on May 23, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
RTI SURGICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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83-2540607
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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520 Lake Cook Road, Suite 315
Deerfield, Illinois 60015
(877) 343-6832
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Jonathon M.
Singer
RTI Surgical Holdings, Inc.
520 Lake Cook Road, Suite 315
Deerfield, Illinois 60015
(877) 343-6832
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
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Joshua H. DeRienzis
RTI Surgical Holdings, Inc.
11621 Research Circle
Alachua, Florida 32615
(386) 418-8888
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Robert J. Grammig
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
(813) 227-8500
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in
Rule 12b-2
of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)(2)(3)
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Proposed
maximum
offering
price
per share(1)
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Proposed
maximum
aggregate
offering price(1)(2)(3)
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Amount of
registration fee(4)
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Primary Offering:
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Common Stock, par value $0.001 per share
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Preferred Stock
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Debt Securities
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Depository Shares
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Warrants
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Units
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Purchase Contracts
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Subscription Rights
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Total Primary Offering
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$100,000,000
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$100,000,000
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$12,120.00
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Secondary Offering:
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Common Stock, par value $0.001 per share
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19,339,762(5)
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$4.41
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$85,288,350.42
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$10,336.95
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(1)
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Not specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form
S-3
under the Securities Act.
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(2)
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The registrant is hereby registering an indeterminate amount of each identified class of its securities up to
a proposed maximum aggregate offering price of $100,000,000, which may be offered from time to time in unspecified numbers at unspecified prices. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating
the registration fee pursuant to Rule 457(o) of the Securities Act.
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(3)
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The registrant is hereby registering such indeterminate amount of each identified class of the identified
securities as may be issued upon conversion, exchange or exercise of any other securities that provide for such conversion, exchange or exercise.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act. The price per share and aggregate offering price are based upon the average of the high and low sales prices of the Companys common stock as reported on the Nasdaq Global Select Market on May 20, 2019. It is not known how
many shares will be sold under this registration statement or at what price or prices such shares will be sold.
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(5)
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Represents the aggregate number of shares of common stock issuable to the selling stockholder upon full
conversion of 50,000 shares of Series A Convertible Preferred Stock, assuming current accrued but unpaid dividends equal to $16,520,620.79
plus additional dividends that may accrue in certain instances pursuant to the Certificate of
Designation. Subject to the limitations and the designations, rights and preferences of the Series A Convertible Preferred Stock provided in the Certificate of Designation, such Series A Convertible Preferred Stock is currently convertible into
common stock, at the option of the holder, at a conversion rate of $4.39 per share into approximately 15,152,761 shares of common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), the common
stock offered hereby shall be deemed to cover additional shares of common stock to prevent dilution resulting from splits, stock dividends or similar transactions. Adjustments to the conversion rate resulting in the issuance of additional shares of
common stock that are not addressed by Rule 416 will be covered by a separate registration statement.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.