UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2023 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| * | On July 27, 2023, Surgalign Holdings, Inc.’s common stock began trading exclusively on the marked under the symbol SRGAQ. |
| Item 7.01 | Regulation FD Disclosure |
On June 28, 2023 the Company issued a press release announcing the results of the auction process. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events |
On July 28, 2023 Surgalign Holdings, Inc. (the “Company”), that following a court-supervised marketing and sale process, and competitive auction, selected Xtant Medical Holdings, Inc. (“Xtant”) as the successful bidder for its hardware and biologics assets and Augmedics, Inc. as the successful bidder for its digital health assets (“Augmedics” and together with Xtant, the “Successful Bidders”). The sale and marketing process, including the auction, was conducted in accordance with bidding procedures approved by the United States Bankruptcy Court for the Southern District of Texas, Houston Division, where the Company’s chapter 11 cases are currently pending. The Official Committee of Unsecured Creditors participated in the auction as a consultation party.
Xtant’s bid for the hardware and biologics assets consists of a cash purchase price of $5 million and the assumption of certain liabilities, as set forth in the asset purchase agreement. In addition, Augmedics’ bid for the digital health assets consists of a cash purchase price of $900,000 and the assumption of certain liabilities, as set forth in the asset purchase agreement. Both of the Successful Bidders’ bids maximize the value and minimize the remaining duration of the Company’s chapter 11 proceedings by providing a clear path forward for the Company to consummate a chapter 11 plan and return value to its stakeholders.
The applicable asset purchase agreements between the Successful Bidders and the Company will be presented for approval to the Bankruptcy Court at the sale hearing set for August 8, 2023. The Successful Bidders and the Company will work to close the transactions promptly following approval of the sales by the Bankruptcy Court.
Cautionary Note Regarding the Company’s Common Stock
The Company cautions that trading in the Company’s securities (including, without limitation, the Company’s common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.
Forward-Looking Statements
This Current Report on Form 8-K includes statements that may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company’s Chapter 11 Cases and expectations regarding the Asset Purchase Agreements including, but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in its Chapter 11 Cases, successfully enter into and implement a restructuring plan, emerge from Chapter 11 and achieve significant cash flows from operations; the Company’s plans to sell its assets under the Asset Purchase Agreement; the ability to consummate the sales pursuant to the Asset Purchase Agreements on a timely basis; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; the consequences of the acceleration of the Company’s debt obligations; the trading price and volatility of the Company’s common stock as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on From 10-Q filed with the Securities and Exchange Commission. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those identified in the Company’s reports filed with the U.S. Securities & Exchange Commission, and if any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated June 28, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SURGALIGN HOLDINGS, INC. | ||||||
| Date: August 1, 2023 | By: | /s/ Paolo G. Amoruso | ||||
| Name: | Paolo G. Amoruso | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||