Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item
5.03 of this Current Report on Form 8-K is incorporated herein by
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
As previously disclosed, Josh DeRienzis resigned as Chief
Legal Officer and Corporate Secretary of Surgalign Holdings, Inc.
and its subsidiaries (the “Company”) effective as of the close of
business on May 10, 2022. Mr. DeRienzis agreed to
continue to provide legal advisory services to the Company as a
non-executive at-will employee until June 10,
Amendments to Articles of Incorporation or Bylaws.
On May 10, 2022, the stockholders of the Company approved the
proposal to authorize the Company’s Board of Directors (the
“Board”) to amend the Company’s Amended and Restated Certificate of
Incorporation to affect a reverse stock split of the Company’s
common stock, at a ratio of 1-for-15, 1-for-20 or 1-for-30, such ratio to be
determined by the Board of Directors (the “Reverse Stock Split”).
On May 11, 2022, the Board adopted resolutions approving the
Reverse Stock Split at a ratio of 1-for-30 and authorized the
Chief Executive Officer and the Chief Financial Officer (the
“Proper Officers”) of the Company to file a Certificate of
Amendment (the “Certificate of Amendment”) with the Secretary of
State of the State of Delaware to amend the Company’s Amended and
Restated Certificate of Incorporation, as amended, to effect the
Reverse Stock Split at a date determined by the Proper Officers as
appropriate and necessary. The Certificate of Amendment was filed
by the Company on May 13, 2022 and the Reverse Stock Split
became effective as of the effective date of the Certificate of
Amendment, May 16, 2022.
As a result of the Reverse Stock Split, every thirty
(30) shares of the Company’s common stock issued or
outstanding or held by the Company as treasury stock will be
automatically reclassified into one new share of common stock
without any action on the part of the holders. The Reverse Stock
Split does not modify any rights or preferences of the shares of
the Company’s common stock. Proportionate adjustments will be made
to the exercise prices and the number of shares underlying the
Company’s outstanding equity awards, as applicable, and warrants,
as well as to the number of shares issued and issuable under the
Company’s equity incentive plans. The common stock issued pursuant
to the Reverse Stock Split remain fully paid and non-assessable. The Reverse Stock Split
did not affect the number of authorized shares of common stock or
the par value of the common stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who would otherwise be entitled to
receive fractional shares as a result of the Reverse Stock Split
will be entitled to a cash payment in lieu thereof at a price equal
to the fraction to which the stockholder would otherwise be
entitled multiplied by the closing trading price per share of the
common stock (as adjusted for the Reverse Stock Split) on the
Nasdaq Global Select Market on the trading day immediately
preceding the effective time of the Reverse Stock Split.
The Reverse Stock Split is primarily intended to bring the Company
into compliance with the minimum bid price requirements for
maintaining its listing on the Nasdaq Global Select Market. Trading
of the Company’s common stock on the Nasdaq Global Select Market is
expected to continue on a split-adjusted basis when the markets
open on May 17, 2022, under the existing trading symbol
“SRGA”. The new CUSIP number following the Reverse Stock Split is
86882C 204. The foregoing description of the Certificate of
Amendment is qualified in its entirety by reference to the
Certificate of Amendment, which is filed as Exhibit 3.1 to this
Current Report on Form 8-K
and is incorporated herein by reference.