Alphatec Holdings Announces $18.9 Million Private Placement
March 23 2017 - 9:13AM
Alphatec Holdings, Inc. (Nasdaq:ATEC), the parent company of
Alphatec Spine, Inc., a provider of spinal fusion technologies,
announced today that it has entered into a definitive securities
purchase agreement to raise approximately $18.9 million in a
private placement of common stock, Series A Convertible Preferred
Stock and warrants exercisable for common stock. The private
placement is being led by new healthcare dedicated institutional
investors, with participation by directors and executive officers
of Alphatec and other existing investors. The private placement is
expected to close on or about March 28, 2017, subject to the
satisfaction of customary closing conditions. Alphatec expects to
use the net proceeds from the private placement for general
corporate and working capital purposes.
“We appreciate the support of our new and existing investors and
the confidence this conveys in our strategy to build a high-growth
spine company,” said Terry Rich, Alphatec Spine’s Chief Executive
Officer. “We believe the additional capital will allow us to
execute on our plans to expand our surgeon customer base, drive
growth through the launch of our new products—Arsenal Deformity™,
Battalion™ Lateral and XYcor® Expandable Interbody—as well as
support the transformation of our distribution channel.”
H.C. Wainwright & Co., LLC, is acting as the exclusive
placement agent in connection with this private placement.
Pursuant to the terms of the securities purchase agreement,
Alphatec has agreed to sell 1,809,628 shares of common stock at a
price of $2.00 per share. In addition, Alphatec has agreed to
sell approximately 15,245 shares of newly created Series A
Convertible Preferred Stock, which shares of preferred stock are
convertible into approximately 7,622,372 shares of common stock,
subject to limitations on conversion until the approval by
Alphatec’s stockholders as required in accordance with the NASDAQ
Global Select Market rules. Purchasers will also receive warrants
to purchase up to approximately 9,432,000 shares of common stock at
an exercise price of $2.00 per share. The warrants will be
exercisable following approval by Alphatec stockholders, and will
expire 5 years from the date of such stockholder approval.
Certain directors and executive officers of Alphatec agreed to
purchase an aggregate of $2.35 million of shares of Series A
Convertible Preferred Stock, which shares are convertible into
approximately 1,175,000 shares of common stock, and warrants to
purchase up to 1,175,000 shares of common stock at a price of $2.00
per share.
The securities to be sold in the private placement will not have
been registered under the Securities Act of 1933, as amended, or
state securities laws as of the time of issuance and may not be
offered or sold in the United States absent registration with the
Securities and Exchange Commission (SEC) or an applicable exemption
from such registration requirements. Alphatec has agreed to file
one or more registration statements with the SEC registering the
resale of the shares of common stock purchased in the private
placement and the shares of common stock underlying the warrants
and issuable upon conversion of the Series A Convertible Preferred
Stock.
This press release 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 other jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Alphatec Spine
Alphatec Spine, Inc., a wholly owned subsidiary
of Alphatec Holdings, Inc., is a medical device company that
designs, develops, manufactures and markets spinal fusion
technology products and solutions for the treatment of spinal
disorders associated with disease and degeneration, congenital
deformities and trauma. The Company's mission is to improve lives
by delivering advancements in spinal fusion technologies. The
Company and its affiliates market products in the U.S. via a direct
sales force and independent distributors.
Additional information can be found at
www.alphatecspine.com.
Forward Looking Statements
This press release may contain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainty. Such
statements are based on management's current expectations and are
subject to a number of risks and uncertainties that could cause
actual results to differ materially from those described in the
forward-looking statements. Alphatec cautions investors that there
can be no assurance that actual results or business conditions will
not differ materially from those projected or suggested in such
forward-looking statements as a result of various factors. Forward
looking statements include statements regarding: Alphatec’s
expectations on the completion, timing and size of the private
placement and the anticipated use of proceeds therefrom, including
such proceeds allowing Alphatec to accelerate its plans to expand
its surgeon customer base, drive growth through the launch of new
products and support the transformation of its distribution
channel. The important factors that could cause actual
operating results to differ significantly from those expressed or
implied by such forward-looking statements include, but are not
limited to, risks and uncertainties associated with: market
conditions and the satisfaction of customary closing conditions
related to the private placement; the uncertainty of success in
launching new products; the uncertainties in Alphatec’s ability to
execute upon its strategic operating plan; failure to achieve
acceptance of Alphatec Spine's products by the surgeon community;
continuation of favorable third-party payor reimbursement for
procedures performed using Alphatec Spine's products; unanticipated
expenses or liabilities or other adverse events affecting cash flow
or Alphatec’s ability to successfully control its costs or achieve
profitability; Alphatec's ability to meet its financial obligations
under its credit agreements and the Orthotec settlement agreement;
and other risks and uncertainties inherent in Alphatec's business,
including those detailed from time to time in Alphatec’s SEC
reports, including its Annual Report Form 10-K for the year ended
December 31, 2015, filed on March 15, 2016 with the Securities and
Exchange Commission, and its Amended Annual Report Form 10-K/A
filed on April 29, 2016, as well as other filings on Form 10-Q and
periodic filings on Form 8-K. The words “believe,” “will,”
“should,” “expect,” “intend,” “estimate” and “anticipate,”
variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. Alphatec
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, or otherwise, unless required by law.
CONTACT: Investor/Media Contact:
Christine Zedelmayer
Investor Relations
Alphatec Spine, Inc.
(760) 494-6610
czedelmayer@alphatecspine.com
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