Amended Annual Report (10-k/a)
September 24 2021 - 4:05PM
Edgar (US Regulatory)
TRUE2020FY000176017300017601732020-01-012020-12-31iso4217:USD00017601732020-06-30xbrli:shares00017601732021-08-04
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
Surgalign 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 No.)
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520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015
(Address of Principal Executive Offices) (Zip Code)
(224) 303-4651
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of exchange
on which registered
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common stock, $0.001 par value
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SRGA
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Nasdaq Global Select Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.) Yes ☒ No ☐
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 definition of “accelerated filer”, “large accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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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 check mark 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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2020), was approximately $241.5 million.
The number of shares of Common Stock outstanding as of August 4, 2021 was 139,410,776.
EXPLANATORY NOTE
On March 16, 2021, Surgalign Holdings Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-K solely to correct the registrant's name disclosed in Exhibit 23.1, Consent of Independent Registered Public Accounting Firm. The Exhibit 23.1 included in the Original Form 10-K identified the registrant's name as RTI Surgical Holdings, Inc., whereas the appropriate registrant's name is Surgalign Holdings, Inc. A new Exhibit 23.1 with the correction is filed as Exhibit 23.1 attached hereto.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. No revisions have been made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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Item 15.
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Exhibits, Financial Statement Schedules
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Exhibit Number
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Consent of Independent Registered Public Accounting Firm.
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Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: September 24, 2021
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SURGALIGN HOLDINGS, INC.
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By:
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/s/ Terry M. Rich
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Terry M. Rich
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Terry M. Rich
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President and Chief Executive Officer and Director
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September 24, 2021
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Terry M. Rich
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(Principal Executive Officer)
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/s/ Jonathon M. Singer
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Chief Financial and Operating Officer
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September 24, 2021
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Jonathon M. Singer
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(Principal Financial and Accounting Officer)
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/s/ Sheryl Conley
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Chairman of the Board of Directors
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September 24, 2021
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Sheryl Conley
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/s/ Thomas A. McEachin
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Director
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September 24, 2021
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Thomas A. McEachin
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/s/ Mark D. Stolper
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Director
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September 24, 2021
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Mark D. Stolper
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/s/ Paul G. Thomas
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Director
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September 24, 2021
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Paul G. Thomas
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/s/ Nicholas J. Valeriani
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Director
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September 24, 2021
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Nicholas J. Valeriani
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/s/ Paul Lewicki
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Director
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September 24, 2021
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Paul Lewicki
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