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 the 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of May ~~04, 2020,~~03, 2021, there were ~~63,432,932~~97,466,043 shares of the registrant’s common stock outstanding.

	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Assets	(Unaudited)						(Unaudited)
Current assets:
Cash	$	27,466		$	47,113		$	191,137		$	107,765
Accounts receivable, net		15,375			16,150			25,751			23,527
Inventories, net		37,872			34,854			57,376			46,001
Prepaid expenses and other current assets		10,646			9,880			3,433			5,439
Withholding tax receivable from Officer								1,076			1,076
Current assets of discontinued operations		353			321			348			352
Total current assets		91,712			108,318			279,121			184,160
Property and equipment, net		20,919			19,722			56,124			36,670
Right-of-use asset		1,601			1,860			21,704			1,177
Goodwill		13,897			13,897			13,897			13,897
Intangibles, net		25,165			25,605
Intangible assets, net								24,129			24,720
Debt securities								1,313			—
Equity securities								7,619			—
Other assets		493			493			541			541
Noncurrent assets of discontinued operations		52			53			55			58
Total assets	$	153,839		$	169,948		$	404,503		$	261,223
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	11,800		$	7,772		$	26,416		$	17,599
Accrued expenses		23,772			26,416			36,730			35,231
Current portion of long-term debt		916			489			5,374			4,200
Current portion of lease liability		1,356			1,314
Current portion of operating lease liability								1,486			885
Current liabilities of discontinued operations		399			399			143			397
Total current liabilities		38,243			36,390			70,149			58,312
Long-term debt, less current portion		53,033			53,448			38,580			38,034
Operating lease liability, less current portion		559			925			20,752			41
Other long-term liabilities		10,971			11,951			11,289			11,353
Redeemable preferred stock, $0.0001 par value; 20,000 shares authorized at March 31, 2020 and December 31, 2019; 3,319 shares issued and outstanding at both March 31, 2020 and December 31, 2019		23,603			23,603
Commitments and contingencies
Commitments and contingencies (Note 6)
Redeemable preferred stock, $0.0001 par value; 20,000 shares authorized at March 31, 2021 and December 31, 2020; 3,319 shares issued and outstanding at March 31, 2021 and December 31, 2020								23,603			23,603
Contingently redeemable common stock, $0.0001 par value; 12,421 shares issued and outstanding at March 31, 2021 and 0 shares issued and outstanding at December 31, 2020								131,838			—
Stockholders' equity:
Series A convertible preferred stock, $0.0001 par value; 15 shares authorized at March 31, 2020 and December 31, 2019; 0 shares issued and outstanding at March 31, 2020 and December 31, 2019		—			—
Series B convertible preferred stock, $0.0001 par value; 45 shares authorized at March 31, 2020 and December 31, 2019; 0 shares issued and outstanding at March 31, 2020 and December 31, 2019		—			—
Common stock, $0.0001 par value; 200,000 authorized; 63,403 shares issued and 63,260 outstanding at March 31, 2020, net of 143 unvested shares; and 61,718 shares issued and 61,400 shares outstanding, net of 318 unvested shares at December 31, 2019		6			6
Common stock, $0.0001 par value; 200,000 authorized; 84,737 shares issued and 84,571 shares outstanding at March 31, 2021, net of 166 unvested shares; and 82,294 shares issued and 82,104 shares outstanding, net of 190 unvested shares at December 31, 2020								8			8
Treasury stock, 2 shares, at cost		(97	)		(97	)		(97	)		(97	)
Additional paid-in capital		611,091			606,558			774,031			770,764
Shareholder note receivable		(5,000	)		(5,000	)		(2,900	)		(4,000	)
Accumulated other comprehensive income		1,157			1,088			(1,848	)		1,204
Accumulated deficit		(579,727	)		(558,924	)		(660,902	)		(637,999	)
Total stockholders’ equity		27,430			43,631			108,292			129,880
Total liabilities and stockholders’ equity	$	153,839		$	169,948		$	404,503		$	261,223

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2020			2019			2021			2020
Revenue:
Revenue from U.S. products	$	29,070		$	22,955		$	43,716		$	29,070
Revenue from international supply agreement		1,045			1,600			405			1,045
Total revenue		30,115			24,555			44,121			30,115
Cost of revenue		9,084			7,987			12,263			9,084
Gross profit		21,031			16,568			31,858			21,031
Operating expenses:
Research and development		3,749			3,372			5,801			4,170
Sales, general and administrative		28,003			21,097			40,426			27,582
Litigation-related		2,643			2,623			3,335			2,643
Amortization of intangible assets		172			182
Amortization of acquired intangible assets								172			172
Transaction-related		4,272			—			1,012			4,272
Restructuring		—			60			158			—
Total operating expenses		38,839			27,334			50,904			38,839
Operating loss		(17,808	)		(10,766	)		(19,046	)		(17,808	)
Other expense:
Other expense, net		(2,874	)		(2,119	)
Interest and other expense, net:
Interest expense, net								(1,938	)		(2,874	)
Other expenses								(1,889	)		—
Total interest and other expense, net								(3,827	)		(2,874	)
Loss from continuing operations before taxes		(20,682	)		(12,885	)		(22,873	)		(20,682	)
Income tax provision		40			31			30			40
Loss from continuing operations		(20,722	)		(12,916	)		(22,903	)		(20,722	)
Loss from discontinued operations, net of applicable taxes		—			(52	)
Net loss	$	(20,722	)	$	(12,968	)	$	(22,903	)	$	(20,722	)
Loss per share, basic and diluted:
Continuing operations	$	(0.33	)	$	(0.29	)
Discontinued operations	$	(0.00	)	$	(0.00	)

Net loss per share, basic and diluted	$	(0.33	)	$	(0.29	)	$	(0.26	)	$	(0.33	)
Shares used in calculating basic and diluted net loss per share		62,568			45,020			87,223			62,568

See accompanying notes to unaudited condensed consolidated financial statements.

Common stock

Series A Convertible
Preferred Stock

Series B Convertible
Preferred Stock

Additional
paid-in

Shareholder
note

Treasury

Accumulated other
comprehensive

Accumulated

Total
stockholders’

Shares

Par Value

Shares

Par Value

Shares

Par Value

capital

receivable

stock

income (loss)

deficit

equity

Balance at  January 1, 2019

43,368

$
4

4

$
—

—

$
—

$
523,525

$
(5,000
)

$
(97
)

$
1,064

$
(501,922
)

$
17,574

Stock-based compensation

—

—

—

—

—

—

1,565

—

—

—

—

1,565

Distributor equity incentives

15

—

—

—

—

—

42

—

—

—

—

42

Common stock issued for conversion of
   Series A preferred stock

1,858

—

(4
)

—

—

—

—

—

—

—

—

—

Recognition of beneficial conversion feature -
   SafeOp Convertible Notes

—

—

—

—

—

—

242

—

—

—

—

242

Common stock issued for stock option
   exercises

8

—

—

—

—

—

14

—

—

—

—

14

Common stock issued for vesting of
   restricted stock awards, net of shares
   repurchased for tax liability

442

—

—

—

—

—

(183
)

—

—

—

—

(183
)
Issuance of common stock for acquisition of
   SafeOp - Milestone 2

887

—

—

—

—

—

2,889

—

—

—

—

2,889

Foreign currency translation adjustments

—

—

—

—

—

—

—

—

—

75

—

75

Net loss

—

—

—

—

—

—

—

—

—

—

(12,968
)

(12,968
)
Balance at March 31, 2019

46,578

$
4

—

$
—

—

$
—

$
528,094

$
(5,000
)

$
(97
)

$
1,139

$
(514,890
)

$
9,250

	Common stock				Additional paid-in			Shareholder note			Treasury			Accumulated other comprehensive		Accumulated			Total stockholders’
	Shares		Par Value		capital			receivable			stock			income (loss)		deficit			equity
Balance at January 1, 2020		61,400	$	6	$	606,558		$	(5,000	)	$	(97	)	$	1,088	$	(558,924	)	$	43,631
Cumulative effect of change in accounting principle		—		—		—			—			—			—		(81	)		(81	)
Stock-based compensation		—		—		3,630			—			—			—		—			3,630
Distributor equity incentives		—		—		70			—			—			—		—			70
Common stock issued for warrant exercises		1,390		—		1,158			—			—			—		—			1,158
Common stock issued for stock option exercises		76		—		83			—			—			—		—			83
Common stock issued for vesting of restricted stock awards, net of shares repurchased for tax liability		394		—		(408	)		—			—			—		—			(408	)
Foreign currency translation adjustments		—		—		—			—			—			69		—			69
Net loss		—		—		—			—			—			—		(20,722	)		(20,722	)
Balance at March 31, 2020		63,260	$	6	$	611,091		$	(5,000	)	$	(97	)	$	1,157	$	(579,727	)	$	27,430

Balance at January 1, 2020

61,400

$
6

—

$
—

—

$
—

$
606,558

$
(5,000
)

$
(97
)

$
1,088

$
(558,924
)

$
43,631

Cumulative effect of change in accounting principle

—

—

—

—

—

—

—

—

—

—

(81
)

(81
)
Stock-based compensation

—

—

—

—

—

—

3,630

—

—

—

—

3,630

Distributor equity incentives

—

—

—

—

—

—

70

—

—

—

—

70

Common stock issued for warrant
exercises

1,390

—

—

—

—

—

1,158

—

—

—

—

1,158

Common stock issued for employee stock purchase plan and stock option exercises

76

—

—

—

—

—

83

—

—

—

—

83

Common stock issued for vesting of restricted stock awards, net of shares repurchased for tax liability

394

—

—

—

—

—

(408
)

—

—

—

—

(408
)
Foreign currency translation adjustments

—

—

—

—

—

—

—

—

—

69

—

69

Net loss

—

—

—

—

—

—

—

—

—

—

(20,722
)

(20,722
)
Balance at March 31, 2020

63,260

$
6

—

$
—

—

$
—

$
611,091

$
(5,000
)

$
(97
)

$
1,157

$
(579,727
)

$
27,430

	Common stock				Additional paid-in			Shareholder note			Treasury			Accumulated other comprehensive			Accumulated			Total stockholders’
	Shares		Par Value		capital			receivable			stock			income (loss)			deficit			equity
Balance at January 1, 2021		82,104	$	8	$	770,764		$	(4,000	)	$	(97	)	$	1,204		$	(637,999	)	$	129,880
Stock-based compensation		—		—		3,889			—			—			—			—			3,889
Distributor equity incentives		—		—		129			—			—			—			—			129
Common stock issued for warrant exercises		2,019		—		756			—			—			—			—			756
Common stock issued for employee stock purchase plan and stock option exercises		69		—		210			—			—			—			—			210
Common stock issued for vesting of restricted stock awards, net of shares repurchased for tax liability		379		—		(1,717	)		—			—			—			—			(1,717	)
Shareholder Note Receivable		—		—		—			1,100			—			—			—			1,100
Foreign currency translation adjustments		—		—		—			—			—			(3,052	)		—			(3,052	)
Net loss		—		—		—			—			—			—			(22,903	)		(22,903	)
Balance at March 31, 2021		84,571	$	8	$	774,031		$	(2,900	)	$	(97	)	$	(1,848	)	$	(660,902	)	$	108,292

See accompanying notes to unaudited condensed consolidated financial statements.

	Three Months Ended March 31,						Three Months Ended March 31,
	2020			2019			2021			2020
Operating activities:
Net loss	$	(20,722	)	$	(12,968	)	$	(22,903	)	$	(20,722	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,454			1,785			3,850			2,454
Stock-based compensation		3,568			1,612			4,474			3,568
Amortization of debt discount and debt issuance costs		1,238			503			640			1,238
Amortization of right-of-use asset		259			217
Amortization of right-of-use assets								1,022			259
Provision for doubtful accounts		(5	)		66			—			(5	)
Provision for excess and obsolete inventory		1,722			1,997			2,096			1,722
Deferred income tax benefit		—			4
Beneficial conversion feature from convertible notes		—			242
Loss (Gain) on disposal of instruments		32			(275	)
Accretion to contingent consideration		—			289
Loss on disposal of instruments								369			32
Loss on impairment of intangible asset								150			—
Loss on fair value investments								149			—
Changes in operating assets and liabilities:
Accounts receivable, net		782			1,268			(1,891	)		782
Inventories, net		(4,741	)		(4,398	)		(13,471	)		(4,741	)
Prepaid expenses and other current assets		(983	)		198			1,367			(983	)
Other assets		—			69
Other long-term assets		—			(2,612	)
Accrued expenses and other		(2,643	)		(1,071	)
Accounts payable		3,414			3,319			2,160			(2,643	)
Accrued expenses and other current liabilities								2,958			3,414
Lease liability		(324	)		2,910			31			(324	)
Other long-term liabilities		(1,099	)		(1,099	)		395			(1,099	)
Net cash used in operating activities		(17,048	)		(7,944	)		(18,604	)		(17,048	)
Investing activities:
Purchases of property and equipment		(2,629	)		(1,068	)		(15,202	)		(2,629	)
Cash paid for investment in EOS								(9,081	)		—
Loss on forward contract settlement								(1,711	)		—
Net cash used in investing activities		(2,629	)		(1,068	)		(25,994	)		(2,629	)
Financing activities:
Proceeds from sale of common stock, net		833			14
Proceeds from public offering								131,838			—
Net cash (paid) received from common stock exercises								(1,048	)		833
Borrowings under lines of credit		29,544			26,433			—			29,544
Repayments under lines of credit		(30,408	)		(26,822	)		—			(30,408	)
Principal payments on capital lease obligations		(8	)		(5	)		(14	)		(8	)
Debt issuance costs		—			(300	)
Principal payments on term loan and notes payable		—			(3,022	)
Net cash used in financing activities		(39	)		(3,702	)
Net cash provided by (used in) financing activities								130,776			(39	)
Effect of exchange rate changes on cash		69			79			(2,806	)		69
Net decrease in cash		(19,647	)		(12,635	)
Net increase (decrease) in cash								83,372			(19,647	)
Cash at beginning of period, including discontinued operations		47,113			29,054			107,765			47,113
Cash at end of period, including discontinued operations	$	27,466		$	16,419		$	191,137		$	27,466
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,646		$	1,357		$	1,783		$	1,646
Cash paid for income taxes	$	25		$	23		$	21		$	25
Supplemental disclosure of noncash investing and financing activities:
Common stock issued for achievement of SafeOp contingent consideration	$	—		$	2,889
Supplemental disclosure of noncash investing activities:
Purchases of property and equipment in accounts payable	$	1,297		$	785		$	8,030		$	1,297
Recognition of right-of-use asset							$	21,570		$	—
Recognition of lease liability							$	21,505		$	—

See accompanying notes to unaudited condensed consolidated financial statements.

Alphatec Holdings, Inc. (the “Company”), through its wholly owned subsidiaries, Alphatec Spine, Inc. (“Alphatec Spine”) and SafeOp Surgical, Inc. (“SafeOp”), is a medical technology company that designs, develops, and markets technology for the treatment of spinal ~~disorders.~~disorders associated with disease and degeneration, congenital deformities, and trauma. The Company markets its products in the U.S. via independent sales agents and a direct sales force.

On March 8, 2018, the Company completed its acquisition of SafeOp, a Delaware corporation, pursuant to a reverse triangular merger of SafeOp into a newly-created wholly-owned subsidiary of the Company, with SafeOp being the surviving corporation and a wholly-owned subsidiary of the Company. See Note 8 for further information.

On September 1, 2016, the Company completed the sale of its international distribution operations and agreements (collectively, the “International Business”) to Globus Medical Ireland, Ltd., a subsidiary of Globus Medical, Inc., and its affiliated entities (collectively “Globus”). As a result of this transaction, the International Business has been excluded from continuing operations for all periods presented in ~~this Quarterly Report on Form 10-Q~~the condensed consolidated financial statements and is reported as discontinued operations. See Note 4 for additional information on the divestiture of the International Business.

On December 16, 2020, the Company, entered into a Tender Offer Agreement (the “Tender Offer Agreement”) with EOS imaging S.A., a société anonyme organized and existing under the laws of France (“EOS”), pursuant to which the Company commenced a public tender offer (the “Offer”) to purchase all of the issued and outstanding ordinary shares, nominal value €0.01 per share (collectively, the “EOS Shares”), and outstanding convertible bonds (“OCEANEs”), of EOS. The Offer consists of a cash tender offer price of €2.45 (or approximately $2.99) per EOS Share and €7.01 (or approximately $8.55) per OCEANE (the “Offer Consideration”), for a total purchase price of up to $116.9 million. On March 2, 2021, the Company transferred $115.3 million (approximately €95.6 million) to an escrow account to fund the Offer. The Offer was filed with the Autorité des marches financiers (the “AMF”) on March 5, 2021 and cleared by the AMF on March 30, 2021. The opening of the Offer occurred on April 1, 2021. Certain shareholders of EOS, which currently control approximately 23% of the outstanding EOS Shares, collectively, have entered into Tender Commitments with the Company pursuant to which they have agreed, among other things, to tender their respective EOS Shares into the Offer, subject to certain conditions. These Tender Commitments will terminate if (i) the Tender Offer Agreement is terminated, (ii) the Offer is withdrawn by the Company pursuant to applicable French laws and regulations, or (iii) the Offer is not declared successful by the AMF as a result of certain conditions failing to be met or waived.

The accompanying condensed consolidated balance sheet as of December 31, ~~2019,~~2020, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements for the period ended March 31, 2021 have been prepared by the Company in accordance with ~~U.S.~~accounting principles generally accepted ~~accounting principles~~in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) ~~related~~pertaining to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual audited financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to ~~those rules~~the interim-period-reporting provisions of U.S. GAAP and ~~regulations, although~~ the SEC. The Company believes that the disclosures made in this Quarterly Report on Form 10-Q are adequate to make the information not misleading. The unaudited interim condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the financial position and results of operations for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, ~~2019,~~2020, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 that was filed with the SEC on March ~~17, 2020.~~5, 2021. Operating results for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020,~~2021, or any other future periods.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

At each reporting period, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date the consolidated financial statements are issued. The Company’s evaluation entails analyzing prospective operating budgets and forecasts for expectations of the Company’s cash needs and comparing those needs to the current cash and cash equivalent balances, and availability under existing credit facilities. The Company’s working capital at March 31, 2020 was $53.8 million (including cash of $27.5 million). In April 2020, the Company completed a $20 million draw on its credit facility with Squadron Medical Finance Solutions LLC (“Squadron Capital,” or “Squadron”).

The Company’s capital requirements over the next twelve months will depend on many factors, including the ability to achieve anticipated revenue, manage operating expense and the timing of required investments in inventory and instrument sets to support its customers. The Company has experienced negative operating cash flows for all historical periods presented and it expects these losses to continue into the foreseeable future, particularly as the COVID-19 pandemic impacts operations and surgical volumes. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration, extent and severity of the pandemic and its impact on the Company's customers, all of which are uncertain and cannot be predicted. To reduce expenditures and preserve cash, the Company recently implemented several cost-containment measures, including expense management programs and reductions in projected inventory and capital spending. The company believes it has sufficient

As more fully described in Note 5, the Company’s existing credit agreements with MidCap Funding IV Trust (“MidCap”) and Squadron (collectively, the “current lenders”) include a financial covenant that required the Company to maintain a minimum cash balance of $5.0 million through March 31, 2020. The Company was in compliance with this covenant at March 31, 2020. The minimum cash covenant converted to a minimum fixed charge coverage ratio as of April 1, 2020. The Company did not meet the fixed charge ratio as of April 2020 and is required to certify its debt covenant compliance with its lenders by May 31, 2020. In order to avoid a default on its existing credit agreements, the Company plans to refinance its existing debt. This factor indicates substantial doubt exists, but management’s plans are to refinance the debt.

On May 9, 2020, the Company executed a commitment letter for $35 million in additional secured financing from Squadron. This capital will be made available under the same material terms and conditions as the existing term loan with Squadron. Under the terms of the amended facility, the maturity date on the entire term loan will be extended to May 2025. A portion of the proceeds from the expanded facility will be used to retire the Company’s outstanding obligation under its working capital revolver with MidCap Funding. The expanded Squadron credit facility, as proposed, does not include any financial covenants. ATEC expects this transaction to close before the end of May 2020.

Management believes the credit refinancing of existing debt under the commitment letter with Squadron is probable to occur, and as such, alleviates any substantial doubt about the Company’s ability to continue as a going concern.

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. In late 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to countries globally, including the United States and mostly all European countries. To date, COVID-19 has had, and may continue to have, an adverse impact on the Company’s operations, supply chains, distribution channels and expenses as a result of the preventive and precautionary measures that the Company, its customers, other businesses, and governments are taking, including the deferral of elective medical procedures and diversion of capital and other resources. As information surrounding COVID-19 continues to evolve, the extent of the impact on the Company's business is highly uncertain and difficult to predict. As a result of the pandemic, hospitals and health institutions are diverting resources and deferring elective surgical procedures to treat COVID-19 patients. To date, these measures have impacted, and will continue to impact, the abilities of these institutions to meet their normal recurring business obligations, including those to the Company. Furthermore, capital markets and economies worldwide have been negatively impacted by COVID-19, and it is possible this impact could cause a local and/or global economic recession. As the extent of such economic disruption continues to remain uncertain, the results of the COVID-19 pandemic could have a material adverse effect on the business.

The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration, extent and severity of the pandemic and its impact on the Company's customers, all of which are uncertain and cannot be predicted. The Company's future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the pandemic may materially impact the Company's financial condition, liquidity, or results of operations is uncertain.

Certain amounts in the condensed consolidated financial statements for the three months ended March 31, ~~2019~~2020 have been reclassified to conform to the current ~~period's~~period’s presentation. These reclassifications ~~include stock-based compensation expense, which was reclassified to correctly present employee expenses consistent with their function, out~~were immaterial and had no impact on previously reported results of research and development and into sales, general and administrative expense on the Company’s consolidated statements of operations. This resulted in a reclassification of $0.1 million of stock compensation expense for the three months ended March 31, 2019. In addition, certain amounts in the Consolidated Statement of Cash Flow for the three months ended March 31, 2019 have been reclassified to conform to current period's presentation. None of the adjustments had any effect on the prior period net loss.operations or accumulated deficit.

The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, ~~2019,~~2020, which are included in the Company’s Annual Report on Form 10-K that was filed with the SEC on March ~~17, 2020.~~5, 2021. Except as discussed below, these accounting policies have not changed during the three months ended March 31, ~~2020.~~

The Company expensed certain costs related to the tender offer for the acquisition of EOS Imaging, which primarily include third-party advisory fees, legal fees and commitment fees related to transaction financing arrangements.2021.

The carrying amount of financial instruments consisting of ~~cash, restricted~~ cash, trade accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, accrued compensation and current portion of long-term debt included in the Company’s condensed consolidated financial statements are reasonable estimates of fair value due to their short maturities. Based on the borrowing rates currently available to the Company for loans with similar terms, management believes the fair value of long-term debt approximates its carrying value.

Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

The ~~Company does not maintain any financial~~following table presents information related to the Company’s assets ~~that are considered to be Level 1, Level 2 or Level 3 instruments~~andliabilities measured at fair value on a recurring basis as of March 31, ~~2020.~~ 2021 and December 31, 2020 (in thousands):

	March 31, 2021
Assets:	Level 1		Level 2		Level 3		Total
Equity securities	$	7,619		—		—	$	7,619
Debt securities		—		1,313		—		1,313
Total	$	7,619		1,313		—	$	8,932

Liabilities:
Liability classified equity award ⁽¹⁾	$	—		—		4,533	$	4,533
Foreign currency forward contract		—		—		—		—
Total	$	—		—		4,533	$	4,533

	December 31, 2020
Liabilities:	Level 1		Level 2		Level 3		Total
Liability classified equity award ⁽¹⁾	$	—		—		4,108	$	4,108
Foreign currency forward contract		—		878		—		878
Total	$	—		878		4,108	$	4,986

Equity securities with readily determinable fair values are measured at fair value with the changes in fair value recognized through net loss. Upon the filing of the Offer with the AMF in connection with the Tender Offer Agreement, the Company began purchasing outstanding EOS shares and OCEANEs on the open market. As of March 31, 2021, the Company has purchased 2,665,694 shares of EOS, representing approximately 10% of the outstanding shares of EOS, for €6.5 million ($7.6 million). The Company classified the purchased EOS shares within Level 1 of the fair value hierarchy as the shares are traded on the Euronext Paris stock exchange and have a readily determinable fair value. There was approximately $0.1 million in unrealized holding losses recorded in other income and expense on the condensed consolidated statements of operations for the three months ended March 31, 2021.

Debt securities consist of convertible debt securities that the Company does not intend to hold until maturity and are therefore classified as available-for-sale. Available-for-sale debt securities are measured at fair value with the changes in fair value recognized through other comprehensive loss. As of March 31, 2021, the Company has purchased 157,167 OCEANEs, representing approximately 4% of the outstanding OCEANEs, for €1.1 million ($1.3 million). The Company classified the purchased OCEANEs within Level 2 of the fair value hierarchy as the OCEANEs have a directly observable par value. There was approximately $0.1 million in unrealized holding losses recorded in other comprehensive loss on the condensed consolidated statement of comprehensive loss for the three months ended March 31, 2021.

On December 18, 2020, the Company entered into a foreign currency forward contract, with a notional amount of $117.9 million (€95.6 million) to mitigate the foreign currency exchange risk related to the Tender Offer Agreement, denominated in Euros ("EUR"). The contract is not designated as a hedging instrument. The Company classified the derivative liability within Level 2 of the fair value hierarchy as observable inputs are available for the full term of the derivative instrument. The fair value of the forward contract was developed using a market approach based on publicly available market yield curves and the term of the contract. On March 2, 2021, the foreign currency forward contract was settled for €95.6 million ($115.3 million). The company recognized a $1.7 million loss from the change in fair value of the contract during the three months ended March 31, 2021. The loss on the contract settlement was recorded as other expense on the condensed consolidated statement of operations and is included in investing activities in the condensed consolidated statement of cash flows for the three months ended March 31, 2021.

During the second quarter of 2019, the Company issued a liability classified equity award to one of its executive officers. The award will be earned over a ~~4 year~~4-year vesting period and upon a specific market condition. As the award will be settled in cash, ~~settled,~~ it is classified as a liability within Level 3 of the fair value hierarchy as the Company is using a probability-weighted income approach, utilizing significant unobservable inputs including the probability of achieving the specified market condition with the valuation updated at each reporting period. The full fair value of the cash settled award was ~~$0.6~~$4.5 million as of March 31, ~~2020~~2021 and is being recognized ratably as the underlying service period is provided.

The following table provides a reconciliation of liabilities measured at fair value using significant unobservable inputs (Level 3) for the three months ended March 31, ~~2020~~2021 (in thousands):

~~In November 2019,~~As of March 31, 2021, and for the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which clarifiesperiod ended, there are no recently adopted accounting pronouncements that an entity must measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. Accounting Standard Codification (“ASC”) 2019-08 is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods. The Company adopted the guidance effective January 1, 2020 and recorded a cumulative adjustment of $0.1 million to accumulated deficit as of January 1, 2020.

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles – Goodwill and Other~~, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The standard has tiered effective dates, starting in 2020 for calendar-year public business entities that meet the definition of an SEC filer. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company adopted the guidance effective January 1, 2020 as part of its process to assess impairment of Goodwill.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which aligns the accounting for cloud computing implementation costs with that of costs to develop or obtain internal-use software, meaning such costs that are part of the application development stage are capitalized as an asset and amortized over the term of the arrangement, otherwise, such costs are expensed as incurred. It also clarifies the classification of amounts related to capitalized implementation costs in the financial statements. ASC 2018-15 is effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company adopted the guidance effective January 1, 2020. It did not have a material impact on the Company’s ~~consolidated~~ financial statements.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and provides clarification surrounding certain optional expedients and exceptions for contract modifications and hedge accounting that apply to contracts affected by the discounting transition. Under ASU 2021-01, modifications related to reference rate reform would not be considered an event that requires reassessment of previous accounting conclusions. The guidance also amends the expedients and exceptions in Topic 848 to tailor the existing guidance towards derivative instruments impacted by the discounting transition. The amendments in ASU 2021-01 are effective immediately for all entities and entities may choose to apply the amendments retrospectively as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively to new modifications from any date within an interim period that includes or is subsequent to January 7, 2021. The Company ~~has evaluated all recent accounting pronouncements issued by~~does not intend to early adopt the ~~Financial Accounting Standards Board~~standard and is in the ~~form~~process of ~~Accounting Standards Updates through~~assessing the ~~date these~~impact, if any, on its consolidated financial statements ~~were available~~and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for convertible instruments. The guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments. ASU 2020-06 allows for a modified or full retrospective method of transition. This update is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, and early adoption is permitted. The Company does not intend to ~~be issued~~early adopt the standard and ~~found no recent accounting pronouncements issued, but not yet effective that when adopted, would have a material~~is in the process of assessing the impact, if any, on ~~the~~its consolidated financial statements ~~of the Company.~~and related disclosures.

Property and equipment, net consist of the following (in thousands, except as indicated):

Total depreciation expense was ~~$2.0~~$3.4 million and ~~$1.6~~$2.0 million for the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively. ~~At both March 31, 2020 and December 31, 2019, assets recorded under capital leases of $0.1 million were included in the machinery and equipment balance.~~ Amortization of assets under capital leases is included in depreciation expense.

Intangible assets, net consist of the following (in thousands, except as indicated):

	Remaining Avg. Useful lives (in years)		March 31, 2020			December 31, 2019			Remaining Avg. Useful lives (in years)		March 31, 2021			December 31, 2020
Developed technology		10	$	26,976		$	26,976
Intellectual property		—		1,004			1,004
Developed product technology										12	$	35,376		$	35,376
License agreements		1		5,536			5,536			1		5,536			5,536
Trademarks and trade names		—		792			792			—		792			792
Customer-related		4		7,458			7,458			3		7,458			7,458
Distribution network		3		4,027			4,027			2		4,027			4,027
In process research and development		19		8,800			8,800			7		1,128			1,278
				54,593			54,593
Total Gross Amount											$	54,317		$	54,467
Less accumulated amortization				(29,428	)		(28,988	)				(30,188	)		(29,747	)
Intangible assets, net			$	25,165		$	25,605				$	24,129		$	24,720

Total amortization expense attributed to intangible assets was ~~$0.2~~$0.4 million for ~~both~~ the three months ended March 31, 2021 and 2020, ~~and 2019,~~ respectively. The Company recognized a $0.2 million impairment loss related to certain intellectual property on its condensed consolidated statement of operations for the three months ended March 31, 2021.

~~Developed technology and in~~In process research and development intangibles ~~are expected to~~ begin amortizing when the relevant products reach full commercial launch. Future amortization expense related to intangible assets as of March 31, ~~2020~~2021 is as follows (in thousands):

In connection with the sale of the International Business, the Company entered into a product manufacture and supply agreement (the “Supply Agreement”) with Globus, pursuant to which the Company supplies to Globus certain of its implants and instruments, ~~(the “Products”),~~ previously offered for sale by the Company in international markets at agreed-upon prices for a minimum term of three years, with the option for Globus to extend the term for up to ~~two~~2 additional twelve month periods subject to Globus meeting specified purchase requirements. During the ~~first~~second quarter of ~~2019,~~2020, Globus notified the Company that it will exercise the option to extend the agreement anfor the second additional ~~twelve months~~twelve-month period through August ~~2020.~~2021, at which time the Company expects that the Supply Agreement will expire and revenue from Globus will discontinue. In accordance with authoritative guidance, sales to Globus are reported under continuing operations as the Company has continuing involvement under the Supply Agreement.

~~For the three months ended March 31, 2020, the~~ The Company recorded ~~$1.0~~$0.4 million in revenue and ~~$1.0~~$0.5 million in cost of revenue from the Supply Agreement in continuing operations ~~and~~ for the three months ended March 31, ~~2019, the Company recorded $1.6~~2021, and $1.0 million in both revenue and ~~$1.4 million in~~ cost of revenue from the Supply Agreement in continuing ~~operations. Sales, general and administrative expense pertaining to discontinued~~ operations ~~on the Company’s condensed consolidated statements of operations were immaterial~~ for the three months ended March 31, ~~2020 and 2019.~~2020.

~~The Company’s~~On May 29, 2020, the Company repaid in full all amounts outstanding under the Amended Credit Facility with MidCap ~~provides for~~Funding IV, LLC (“MidCap”). The Company made a ~~revolving credit commitment up~~final payment of $9.6 million to ~~$22.5 million~~MidCap, consisting of outstanding principal and ~~provided for a term loan commitment up to $5 million. As~~accrued interest. All amounts previously recorded as debt issuance costs were recorded as part of ~~March 31, 2020, $11.9 million was outstanding under the revolving line of credit. The principal balance outstanding under the revolving line of credit is due in December 2022.~~

~~Amounts outstanding under the revolving line of credit accrue interest at the London Interbank Offered Rate~~ (“~~LIBOR”) plus 6.0%, reset monthly. At March 31, 2020, the revolving line of credit carried an interest rate of 7.58%, with interest payable monthly. The borrowing base is determined based~~loss on debt extinguishment on the ~~value~~Company’s consolidated statement of ~~domestic eligible accounts receivable.~~ ~~As collateral~~operations for the ~~Amended Credit Facility, MidCap has a first lien security interest in~~ ~~accounts receivable~~ ~~and a second lien on substantially all other assets.~~

~~At March~~year ended December 31, 2020, $0.9 million remains as an unamortized debt discount related to the Amended Credit Facility on the condensed consolidated balance sheet, which will be amortized over the remaining term of the Amended Credit Facility.2020.

On November 6, 2018, the Company ~~closed~~entered into a ~~$35 million~~ Term Loan with Squadron Medical Finance Solutions, LLC (“Squadron Medical”), a provider of debt financing to growing companies in the orthopedic industry. The Term Loan was subsequently amended on March 27, 2019, May 29, 2020 and December 16, 2020 to expand the availability of additional term loans, extend the maturity, remove all financial covenant requirements and, in the December 16, 2020 amendment, incorporate a debt ~~has~~exchange. In conjunction with the Term Loan amendment on December 16, 2020, the Company entered into a ~~five-year maturity~~debt exchange agreement whereby the Company exchanged $30.0 million of the Company’s outstanding debt obligations pursuant to the Term Loan dated as of November 6, 2018, as amended, for the issuance of 2,700,270 shares of the Company’s Common Stock to Squadron Capital LLC and a participant lender, based on a price of $11.11 per share. The debt exchange resulted in additional debt issuance costs of $3.8 million calculated as the difference between the Company’s stock price on the date of issuance and the issuance price. The total principal outstanding under the Term Loan as of March 31, 2021 was $45.0 million, with an additional $40.0 million in available borrowings.

The Term Loan bears interest at LIBOR plus ~~8% (10.0% as of~~ ~~March 31, 2020~~)8.0% per ~~annum. The credit agreement specifies~~annum, subject to a ~~minimum interest rate of 10%~~9.0% floor and ~~a maximum of 13% per year.~~12.0% ceiling. Interest-only payments are due monthly ~~through May 2021, followed~~until December 2023 and joined by ~~$10~~$1.0 million monthly principal payments beginning December 2023. Any remaining principal amounts of the Term Loan will be due on June 30, 2026. In addition to paying interest on outstanding principal on the Term Loan, the Company will pay a commitment fee at a rate of 1.0% per annum to Squadron Medical in ~~principal payable in 29 equal monthly installments beginning June 2021 and a lump-sum payment payable at maturity in November 2023.~~ respect of the unutilized Term Loan. As collateral for the Term Loan, Squadron Medical has a first lien security interest in ~~substantially~~ all ~~assets except for~~ ~~accounts receivable~~.of the Company’s assets.

In connection with the initial 2018 financing, the Company issued ~~initial~~ warrants to Squadron Medical and a participant lender to purchase 845,000 shares of common stock at an exercise price of $3.15 per share. ~~The warrants have a seven-year term and are immediately exercisable.~~

~~In March 2019, the Company expanded the credit facility with Squadron for up to $30 million in additional secured financing.~~ ~~This additional financing has been made available under the Company’s existing credit facility with Squadron.~~ The Company accounted for the amendment as a debt modification with continued amortization of the existing and inclusion of the new debt issuance costs of $0.3 million amortized into interest expense utilizing the effective interest rate method. The Company took a draw of $10.0 million of the expanded credit facility in June 2019 to be used for general corporate purposes and, subsequently, took a draw of the remaining $20.0 million on April 2, 2020. The additional borrowings under the credit facility will mature concurrent with the secured financing received from Squadron in November 2018 and bear interest at the same rate and subject to the same 10% floor and 13% ceiling. Interest-only payments are due monthly through May 2021, followed by principal payable in 29 equal monthly installments beginning June 2021 and a lump-sum payment payable at maturity in November 2023. In conjunction with the first draw under the ~~expanded credit facility,~~first amendment of the Term Loan in 2019, the Company issued warrants to Squadron ~~warrants~~Medical and the participant lender to purchase an additional 4,838,710 shares of the Company’s common stock at an exercise price of $2.17 per share. ~~The~~In connection with the second amendment of the Term Loan in May 2020, the Company issued warrants to Squadron Medical and the participant lender to purchase an additional 1,075,820 shares of the Company’s common stock at an exercise price of $4.88 per share. All of the warrants are

exercisable immediately and were amended to have ~~a seven-year term~~the same maturity date in May 2027. Total warrants outstanding to Squadron Medical and the participant lender are ~~immediately exercisable.~~ 6,759,530 as of March 31, 2021. The warrants were valued utilizing the Monte-Carlo simulation model as described further in Note 109 and are recorded ~~within equity~~as a debt discount.

The Company accounted for the March 2019, May 2020, and December 2020 amendments of the Term Loan as debt modifications with continued amortization of the existing and inclusion of the new debt issuance costs amortized into interest expense utilizing the effective interest rate method. The Company determined that the $30.0 million pre-payment associated with the December 16, 2020 amendment should be accounted for as a partial extinguishment of the November 6, 2018 Term Loan, as amended. As a result of the partial extinguishment the Company elected as an accounting policy, and in accordance with authoritative ~~accounting~~ guidance set forth by ASC 470-50-40-2, to write off a proportionate amount of the unamortized fees at the time the financing was partially settled in accordance with the terms of the Term Loan dated November 6, 2018, as amended. The unamortized debt issuance costs are allocated between the remaining original Term Loan balance and ~~with~~the portion of the Term Loan paid down on a ~~proportional amount, calculated by taking~~pro-rata basis. At the ~~draw amount divided by~~time of prepayment, the ~~total expanded credit facility,~~Company recorded as a loss on extinguishment of $6.1 million and capitalized $3.8 million in non-cash debt ~~discount.~~issuance closing costs.

As of March 31, 2021, the debt is recorded at its carrying value of $32.6 million, net of issuance costs of $12.4 million, including all amounts paid to third parties to secure the debt and the fair value of the warrants issued. The total debt discount will be amortized into interest expense through maturity of the debt utilizing the effective interest rate method. ~~No additional warrants were issued upon draws subsequent~~

On April 23, 2020, the Company received the proceeds from a loan in the amount of approximately $4.3 million (the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant to ~~June 2019. The value~~the Paycheck Protection Program (“PPP”) of the ~~additional warrants~~Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on April 21, 2022 and bears interest at a rate of 1.0% per annum. Commencing August 21, 2021, the Company is required to pay the lender equal monthly payments of principal and interest and required to fully amortize by April 21, 2022 the principal amount outstanding on the PPP Loan as of the date prescribed by guidance issued ~~that~~by U.S. Small Business Administration (“SBA”). The PPP Loan is evidenced by a promissory note dated April 21, 2020 (the “Note”), which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

All or a portion of the PPP Loan may be forgiven by the SBA upon application. The Company submitted its application for forgiveness of the loan in November 2020, which was still under review by the SBA as of March 31, 2021. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the twenty-four-week period, beginning on the date of the loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are ~~allocated~~reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the ~~remaining balance available~~PPP, the amount forgiven is applied to outstanding principal. The Company used all of the proceeds from the PPP Loan to retain employees and maintain payroll. Although the Company has applied for ~~draw on~~loan forgiveness as afforded by the ~~expanded credit facility~~PPP, 0 assurance can be provided that such loan forgiveness will be granted in whole or in part. As of March 31, 2021, $3.8 million and $0.5 million of the PPP Loan were recorded as a ~~deferred cost asset within prepaid~~current portion of long-term debt and ~~other assets~~noncurrent portion of long-term debt, respectively, on the Company’s condensed consolidated balance ~~sheet as of March 31, 2020 and are being amortized into interest expense on a ratable basis over the term of the debt.~~

As of March 31, 2020, the debt is recorded at its carrying value of $39.0 million, net of issuance costs of $6.0 million, including all amounts paid to third parties to secure the debt and the fair value of the warrants issued. The debt issuance costs are being amortized into interest expense over the five-year term utilizing the effective interest rate method. The total principal outstanding under the Term Loan as of March 31, 2020 is $45.0 million.sheet.

~~The~~In November 2018, the Company ~~has~~entered into an Inventory Financing Agreement with a key inventory and instrument components supplier whereby the Company may draw up to $3.0 million for the purchase of inventory to accrue interest at a rate of LIBOR plus 8%8.0% subject to a ~~10%~~10.0% floor and ~~13%~~13.0% ceiling. In November 2020, the Company amended the Inventory Financing Agreement with the supplier to increase the available draw to $6.0 million. All principal will become due and payable upon maturity on November 6, 2023 and all interest will be paid monthly. The outstanding obligation ~~outstanding~~ under the Inventory Financing Agreement as of March 31, 2021 was $5.1 million.

In July 2017, the U.K.’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. On November 30, 2020, ~~was $3.0 million.~~ICE Benchmark Administration (the“IBE”), with the support of the United States Federal Reserve and the FCA, announced plans to consult on ceasing publication of USD LIBOR on December 31, 2021 for only the one week and two-month USD LIBOR tenors, and on June 30, 2023 for all other USD LIBOR tenors. Various central bank committees and working groups continue to discuss replacement of benchmark rates, the process for amending existing LIBOR-based contracts, and the potential economic impacts of different alternatives. The Alternative Reference Rates Committee has identified the

Secured Overnight Financing Rate (“SOFR”), as its preferred alternative rate for USD LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions.

The Company is evaluating the potential impact of the replacement of the LIBOR benchmark interest rate including risk management, internal operational readiness and monitoring the FASB’s standard-setting process to address financial reporting issues that might arise in connection with the transition from LIBOR to a new benchmark rate.

The Company has 2 outstanding capital lease arrangements as of March 31, 2021. The first lease bears interest at an annual rate of 6.4%, is due in monthly principal and interest installments, is collateralized by the related equipment, and matures in December 2022. The second lease agreement does not provide a borrowing rate; therefore the Company used its incremental borrowing rate of 9.0% to determine the present value of lease payments as of the commencement date of the lease. Principal installments on the second lease are due monthly, and the lease is collateralized by the related equipment, and matures in April 2024.

Principal payments remaining on the Company's debt are as follows as of March 31, ~~2020~~2021 (in thousands):

The Company’s various credit agreements include several event of default provisions, such as payment default, insolvency conditions and a material adverse effect clause, which could cause interest to be charged at a rate which is up to five percentage points above the rate effective immediately before the event of default or result in the lenders’ right to declare all outstanding obligations immediately due and payable. Furthermore, the credit agreements contain various covenants, including monthly compliance certifications and compliance with government regulations and maintenance of insurance, and prohibitions against certain specified actions, including acquiring any new equipment financings over a specified amount. The credit agreements also contain various negative covenants including a $5 million minimum liquidity requirement through March 31, 2020. The minimum liquidity covenant will be replaced by a fixed charge ratio, pursuant to which operating cash to fixed charges (as defined) must equal at least 1:1 on a rolling 12-month basis, beginning April 2020. ~~The Company was in compliance with the covenants under the credit agreement at March 31, 2020.~~

On December 4, 2019, the Company entered into a new lease agreement for a new headquarters location which will consist of 121,541 square feet of office, engineering, and research and development space in Carlsbad, California. The term of the new lease is currently anticipated to commence November 15, 2020 and terminate November 30, 2030. The Company will recognize a right-of-use (“ROU”) asset and liability upon taking control of the premises, currently anticipated to be the lease commencement date.

~~The Company leases its buildings and certain equipment under operating leases which expire on various dates through 2021.~~ ~~Upon the Company’s adoption of ASU 2016-02, Leases (Topic 842),~~ as of January 1, 2019 the Company recognized a ROU asset and lease liability for its building lease, assuming a 10.5% discount rate. Any short-term leases defined as 12 months or less or month-to-month leases were excluded and continue to be expensed each month. Total costs associated with these leases for the three months ended March 31, 2020 was immaterial.

The Company determines if an arrangement is a lease at inception. The Company ~~has operating leases~~recognizes right-of-use assets (“ROU assets”) and lease liabilities for ~~its~~office buildings and certain equipment with lease terms of ~~one~~1 year to ~~5.5~~10 years, some of which include options to extend and/or terminate the lease. The value of the Company’s lease liability is the present value of fixed payments not yet paid, discounted using either the rate implicit in the lease contract if that rate can be determined, or the Company’s incremental borrowing rate (“IBR”). The value of the Company’s ROU assets is the lease liability adjusted for any prepaid rent or lease incentives. The Company’s IBR is determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

The exercise of lease renewal options is at the Company’s sole discretion and were not included in the calculation of the Company’s lease liability as the Company is not able to determine without uncertainty if the renewal option will be exercised. The depreciable life of assets and leasehold improvements are limited to the expected term unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any variable lease payments, residual value guarantees or ~~any~~ restrictive covenants.

The Company occupies approximately 121,541 square feet of office, engineering, and research and development space in Carlsbad, California. The term of the lease commenced on February 1, 2021 and will terminate on January 31, 2031, subject to two sixty-month options to renew. The Company recognized a $21.1 million ROU asset and $21.5 million lease liability on the condensed consolidated balance sheet upon taking control of the premises on the lease commencement date. The Company used an IBR of 9.0% when determining amounts to be recognized on the condensed consolidated balance sheet related to the ROU asset and lease liability. Base rent under the building lease for the first twelve months of the term will be $195,000 per month subject to full

~~The Company’s ROU asset represents the right to use an underlying asset~~abatement during months two through ten. Base rent for the ~~lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date~~second year of the ~~lease~~term will be $244,115 per month and thereafter will increase annually by 3.0%.

The Company leases its buildings and certain equipment under operating leases which expire on various dates through 2031. Any short-term leases defined as twelve months or less or month-to-month leases were excluded and continue to be expensed each month. Total costs associated with these leases for the ASC 842 adoption date, whichever is later, based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments, or 10.5% as of the adoption date. When leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date or adoption date, including the lease term. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. three months ended March 31, 2021 were immaterial.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Future minimum annual lease payments under such leases are as follows as of March 31, ~~2020~~2021 (in thousands):

As of March 31, ~~2020,~~2021, the Company’s average remaining lease term is ~~1.4~~ ~~years.~~9.6 years with a weighted average borrowing rate of 9.0%. Rent expense under operating leases was $1.1 million and $0.3 million for the three months ended March 31, 2021 and 2020, ~~and 2019 was $0.3 million for both periods.~~ respectively. The Company paid $0.4 ~~million and $0.3~~ million on its operating lease agreements for the three months ended March 31, 2021 and 2020.

The Company entered into a distribution agreement with a third-party provider in January 2020 in which the Company is obligated to certain minimum purchase requirements related to inventory and equipment leases. As of March 31, 2021, the minimum purchase commitment required by the Company under the agreement was $2.6 million to be paid over a three-year period. The Company recognized an ROU asset in the amount of $0.5 million related to the leased assets within the agreement which is being amortized into rent expense through the lease term. The Company recognized $0.1 million of rent expense pertaining to these assets for the three months ended March 31, ~~2020~~2021 and ~~2019, respectively.~~did 0t recognize any rent expense pertaining to these assets for the three months ended March 31, 2020. The ROU asset related to the leased assets within the agreement on the Company’s condensed consolidated balance sheet was $0.5 million as of March 31, 2021.

The Company is and may become involved in various legal proceedings arising from its business activities. While management is not aware of any litigation matter that in and of itself would have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position, litigation is inherently unpredictable, and depending on the nature and timing of a proceeding, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual or disclosure in the Company’s consolidated financial statements. An estimated loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated or unrelated to reasonably possible outcomes, and as such are not meaningful indicators of the Company’s potential liability.

In February 2018, NuVasive, Inc. filed suit against the Company in the United States District Court for the Southern District of California ~~(NuVasive,~~(NuVasive, Inc. v. Alphatec Holdings, Inc. et al., Case No. 3:18-cv-00347-CAB-MDD (S.D. Cal.)), alleging that certain of

the Company’s products (including components of its Battalion™ Lateral System), infringe, or contribute to the infringement of, U.S. Patent Nos. 7,819,801, 8,355,780, 8,439,832, 8,753,270, 9,833,227 (entitled “Surgical access system and related methods”), U.S. Patent No. 8,361,156 (entitled “Systems and methods for spinal fusion”), and U.S. Design Patent Nos. D652,519 (“Dilator”) and D750,252 (“Intervertebral Implant”). NuVasive seeks unspecified monetary damages and an injunction against future purported infringement.

In March 2018, the Company moved to dismiss NuVasive’s claims of infringement of its design patents for failure to state a cognizable legal claim. In May 2018, the Court ruled that NuVasive failed to state a plausible claim for infringement of the asserted design patents and dismissed those claims with prejudice. The Company filed its answer, affirmative defenses and counterclaims to NuVasive’s remaining claims in May 2018.

Also in March 2018, NuVasive moved for a preliminary injunction. In March 2018, the Court denied that motion without prejudice for failure to comply with the Court’s chambers rules. In April 2018, NuVasive again moved for a preliminary injunction. In July 2018, after a hearing on the matter in June 2018, the Court denied that motion on the grounds that NuVasive failed to establish either likelihood of success on the merits ~~of its remaining claims~~ or that it would suffer irreparable harm absent ~~the preliminary~~ injunction.

In September 2018, NuVasive filed an Amended Complaint, asserting additional infringement claims of U.S. Patent Nos. 9,924,859, 9,974,531 and 8,187,334. The Company filed its answer, affirmative defenses and counterclaims to these ~~new~~ claims in October 2018. Also in October 2018, NuVasive moved to dismiss the Company’s counterclaims that NuVasive intentionally had misled the U.S. Patent and Trademark Office as a means of obtaining certain patents asserted against the Company. In January 2019, the Court denied NuVasive’s motion as to all but one ~~of the Company’s counterclaims,~~counterclaim, but granted the Company leave to amend ~~its~~that counterclaim to cure ~~the~~ dismissal. The Company amended that counterclaim in February 2019 and, that same month, NuVasive again moved to dismiss it. In March 2019, the Court denied NuVasive’s motion. NuVasive filed its Answer to the amended counterclaim in April 2019.

In December 2018, the Company filed a petition with the Patent Trial and Appeal Board (“PTAB”) challenging the validity of certain claims of the ’156 and ’334 Patents. In February 2019, upon joint motion of the parties, the Court stayed all proceedings in this matter, except as noted above, pending PTAB’s determination of whether to institute inter partes review (“IPR”) of the asserted claims of the two patents at issue and vacated the trial date. In July 2019, PTAB instituted ~~IPR~~Inter Partes Review of the validity of asserted claims of the two patents at issue and held a hearing on the matter in April 2020. ~~The Company expects~~In July 2020, the PTAB ~~to issue its final decisions regarding~~ruled that all challenged claims of the ~~validity~~‘156 Patent were valid (not unpatentable) and ruled that several challenged claims of ~~these~~the ‘334 Patent were invalid, while finding that other challenged claims inof the ~~second half of 2020. Also in July 2019, the parties submitted a joint statement to the Court regarding PTAB’s decisions~~‘334 Patent valid. NuVasive and the ~~parties’ respective recommendations regarding~~Company have both appealed the ~~stay~~PTAB’s written decision on the matter. The appeals are currently pending before the U.S. Court of ~~proceedings. In August 2019,~~Appeals for the ~~Court vacated the stay as to asserted claims concerning those patents at issue not presently before PTAB and continued the stay as to the ‘156 and ‘334 Patents.~~Federal Circuit. Alphatec filed its Principal Brief on February 8, 2021. NuVasive filed its Principal Brief on April 21, 2021.

In January 2020, NuVasive filed a Motion for Partial Summary Judgment of infringement and validity of the ’832, ’780 and ’270 Patents and the Company filed a Motion for Summary Judgment of non-infringement of all asserted claims and of invalidity of the ’832 Patent and for dismissal of NuVasive’s claim for lost profits and its allegations of assignor estoppel. ~~A hearing on the matters was held on March 13, 2020. On~~In April ~~10,~~ 2020, the Court granted NuVasive’s Motion as to the alleged infringement of the ’832 Patent only and denied NuVasive’s Motion in all other respects. OnAlso, in April ~~24,~~2020, the Court granted the Company’s Motion as to dismissal of the allegations of assignor estoppel and denied the Company’s Motion in all other respects. ~~Trial, which was originally set~~

In January 2021, NuVasive filed a Motion for ~~April 27, 2020,~~Partial Summary Judgment of infringement and validity of the ’156 and ’334 Implant Patents and the Company filed a Motion for Summary Judgment of invalidity of those same patents. These motions are pending before the Court. Due to the Court’s scheduling in relation to the COVID-19 pandemic, the trial previously scheduled for June 2021 has been ~~taken off calendar due to increasing uncertainties surrounding the current public health crisis. A new trial date has not been set.~~vacated and will be rescheduled.

The Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. A liability is recorded in the consolidated financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. It is impossible at this time to assess whether the outcome of this proceeding will have a material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. Therefore, in accordance with authoritative accounting guidance, the Company has not recorded any accrual for a contingent liability associated with this legal proceeding based on its belief that a liability, while possible, is not probable and any range of potential future charge cannot be reasonably estimated at this time.

In the normal course of business, the Company enters into agreements under which it occasionally indemnifies third-parties for intellectual property infringement claims or claims arising from breaches of representations or warranties. In addition, from time to time, the Company provides indemnity protection to third-parties for claims relating to past performance arising from undisclosed liabilities, product liabilities, environmental obligations, representations and warranties, and other claims. In these agreements, the scope and amount of remedy, or the period in which claims can be made, may be limited. It is not possible to determine the maximum potential amount of future payments, if any, due under these indemnities due to the conditional nature of the obligations and the unique facts and circumstances involved in each agreement.

In October 2017, NuVasive filed a lawsuit in Delaware Chancery Court against Mr. Miles, the Company’s Chairman and CEO, who was a former officer and board member of NuVasive. The Company itself was not initially a named defendant in this lawsuit; however, on June 28, 2018, NuVasive amended its complaint to add the Company as a defendant. ~~As of March 31, 2020, the Company has not recorded any liability on the condensed consolidated balance sheet related to this matter.~~ On October 12, 2018, the Delaware Court ordered that NuVasive begin advancing ~~a portion of the~~ legal fees for Mr. Miles’ defense in the lawsuit, as well as Mr. Miles’ legal fees incurred in pursuing advancement of his fees, pursuant to an indemnification agreement between NuVasive and Mr. Miles. As of March 31, 2021, the Company has 0t recorded any liability on the condensed consolidated balance sheet related to this matter.

The Company has entered into various intellectual property agreements requiring the payment of royalties based on the sale of products that utilize such intellectual property. These royalties primarily relate to products sold by Alphatec Spine and are based on fixed fees or calculated either as a percentage of net sales or on a per-unit sold basis. Royalties are included on the accompanying condensed consolidated statements of operations as a component of cost of revenue. As of March 31, ~~2020,~~2021, the Company is obligated to pay guaranteed minimum royalty payments under these agreements of approximately ~~$5.1~~$4.7 million through ~~2024~~2026 and beyond.

On September 26, 2014, the Company entered into a Settlement and Release Agreement, dated as of August 13, 2014, by and among the Company and its direct subsidiaries, including Alphatec Spine, Inc., Alphatec Holdings International C.V., Scient'x S.A.S. and Surgiview S.A.S.; HealthpointCapital, LLC, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P., John H. Foster and Mortimer Berkowitz III; and Orthotec, LLC and Patrick Bertranou, (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay Orthotec, LLC $49.0 million in cash, including initial cash payments totaling $1.75 million, which the Company previously paid in March 2014, and an additional lump sum payment of $15.75 million, which the Company previously paid in April 2014. The Company agreed to pay the remaining $31.5 million in 28 quarterly installments of $1.1 million and ~~one~~1 additional quarterly installment of $0.7 million, commencing October 1, 2014. The payments set forth above are guaranteed by Stipulated Judgments held against the Company, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P., HealthpointCapital, LLC, John H. Foster and Mortimer Berkowitz III and, in the event of a default, will be entered and enforced against these entities and/or individuals in that order. In September 2014, the Company and HealthpointCapital entered into an agreement for joint payment of settlement whereby HealthpointCapital has agreed to contribute $5 $5.0 million to the ~~$49~~$49.0 million settlement amount. In October 2020, HealthpointCapital began its $5.0 million contribution, which will be in the form of 5 quarterly payments. The $5remaining $2.9 million isreceivable from HealthpointCapital, LLC continues to be classified within stockholders’ equity on the Company’s condensed consolidated balance ~~sheet~~sheets dueto the related party nature with HealthpointCapital ~~and its~~ affiliates. Payments made by HealthpointCapital will be recorded as a reduction to stockholder’s equity. See Note 1211 for further information.

As of March 31, ~~2020,~~2021, the Company has made installment payments in the aggregate of ~~$41.7~~$46.1 million, with a remaining outstanding balance of ~~$16.1~~$11.7 million (including interest). The Company has the right to prepay the amounts due without penalty. In addition, the unpaid balance of the amounts due accrues interest at the rate of 7% per year until paid in full. The accrued but unpaid interest will be paid in quarterly installments of $1.1 million (or the full amount of the accrued but unpaid interest if less than $1.1 million) following the full payment of the $31.5 million in quarterly installments described above. No additional interest will accrue on the accrued interest. The Settlement Agreement provides for mutual releases of all claims in the Orthotec, LLC v. Surgiview, S.A.S, et al. matter in the Superior Court of California, Los Angeles County and all other related litigation matters involving the Company and its directors and affiliates.

A reconciliation of the total net settlement obligation is as follows (in thousands):

~~On March 8, 2018, the Company acquired SafeOp, a~~ privately-held provider of neuromonitoring technology designed to enable effective intra-operative nerve health assessment. At the time of the acquisition, SafeOp had FDA 510(k) approval for a somatosensory evoked potential (“SSEP”) monitoring technology. The Company has developed a product that will allow for both free run and triggered specific recording of muscle activity, also known as Electromyography (“EMG”). The Company received FDA clearance for SafeOp’s EMG technology in February 2019 to complement the SSEP solution, and anticipates commercialization of the combined technology solution in mid-2019. In addition to expanding the Company’s market presence in lateral spine surgery, the Company believes that the SafeOp solution will allow it to integrate neuromonitoring into its broader product portfolio and accelerate the transition to procedural integration of the entire portfolio.

As part of the consideration paid, in March 2018, the Company also issued $3 million in convertible notes that were convertible into a total of 987,578 shares of common stock, which included total interest incurred, and issued warrants to purchase 2.2 million shares of common stock at an exercise price of $3.50 per share and contain a five year life. The convertible notes matured on March 9, 2019 and were settled in cash. Upon maturity, the Company recognized the value associated with the beneficial conversion feature calculated at issuance of $0.2 million within interest expense on the Company’s condensed consolidated statements of operations for the three months ended March 31, 2019. Shares of common stock were issued upon achievement of post-closing milestones as described further below. The warrants issued remain outstanding as of March 31, 2020.

The first of the two milestones was achieved during the year ended December 31, 2018 and resulted in the issuance of 443,421 shares of common stock as payment. The second milestone pertaining to regulatory approval was achieved and the Company issued 886,843 shares of common stock as payment during the three months ended March 31, 2019.

Basic ~~earnings~~net loss per share ~~(“EPS”)~~ is calculated by dividing the net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period, ~~without consideration for~~including contingently redeemable common stock ~~equivalents.~~recorded outside of stockholder’s equity. Diluted ~~EPS~~net loss per share attributable to common stockholders is ~~computed~~calculated by dividing ~~the~~ net ~~income~~loss available to common stockholders by the diluted weighted average number of common shares outstanding for the period, ~~and~~including contingently redeemable common stock. Diluted net loss from continuing operations per share attributable to common stockholders is calculated by dividing income from continuing operations available to common stockholders by the diluted weighted average number of ~~dilutive~~ common ~~stock equivalents~~shares outstanding for the period, ~~determined using the treasury-stock method. For purposes of this calculation,~~including contingently redeemable common ~~stock subject~~stock. Diluted net loss from discontinued operations per share attributable to ~~repurchase~~common stockholders is calculated by dividing loss from discontinued operations available to common stockholders by the ~~Company, convertible preferred stock, options, convertible notes and warrants are considered to be~~diluted weighted average number of common ~~stock equivalents and are only included in~~shares outstanding for the ~~calculation of diluted earnings per share when their effect is dilutive.~~period, including contingently redeemable common stock.

The following table presents the computation of basic and diluted net loss per share for continuing and discontinued operations (in thousands, except per share amounts):

The anti-dilutive securities not included in diluted net loss per share were as follows (in thousands):

On ~~October 25, 2018,~~June 17, 2020, the Company’s ~~Board of Directors adopted~~shareholders approved an amendment to the Company’s 2016 Equity Incentive Award Plan, which increased the ~~maximum aggregate number~~shares of common stock available for issuance under the Equity Plan by 7,000,000 shares. At March 31, 2021, 3,101,477 shares ~~with respect to one or more~~of common stock ~~rights that may be granted to any one person during any fiscal year from 500,000 to 1,250,000.~~were available for issuance under the 2016 Equity Incentive Award Plan.

In 2007, the Company adopted the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan (the “ESPP”), which was amended in May 2017. At March 31, 2021, 216,131 shares of common stock were available for purchase under the ESPP.

Total stock-based compensation for the three months ended March 31, ~~2020 and 2019 is~~2021 were as follows (in thousands):

As of March 31, ~~2020,~~2021, the ~~Company had reserved~~Company’s shares of ~~its~~ common stock reserved for future issuance were as follows (in thousands):

In ~~March 2017,~~connection with the Offer, on December 16, 2020, the Company ~~completed~~entered into a ~~private placement (the “2017 Private Placement”)~~Securities Purchase Agreement with certain ~~institutional and accredited investors, including certain directors, executive officers and employees of the Company (collectively, the “Purchasers”),~~purchasers, providing for the sale by the Company of ~~1,809,628~~12,421,242 shares of the Company’s common stock at a purchase price of ~~$2.00~~$11.11 per share for aggregate gross proceeds of $138.0 million. The private placement closed on March 1, 2021, and ~~15,245~~generated net proceeds of approximately $131.8 million, net of fees related to the private placement. If the Tender Offer Agreement is terminated or the closing of the Offer has not occurred by July 31, 2021, then the Company is required repurchase the shares ~~of newly designated Series A Convertible Preferred Stock~~sold in the private placement for an amount per share equal to the purchase price paid for such shares plus interest at a ~~purchase price~~rate equal to 9.0% per year computed from the date of ~~$1,000 per share (which shares were convertible into approximately 7,622,372~~the closing of the private placement to the date of the repurchase. Since the shares of common ~~stock). Except as otherwise required by law,~~stock issued in the ~~holders~~private placement are contingently redeemable if the Offer is not successful, the Company will present the shares of ~~Series A Convertible Preferred Stock have no right~~common stock subject to ~~vote on matters submitted to a vote~~repurchase outside of stockholders’ equity in the condensed consolidated balance sheet until the close of the ~~Company’s stockholders.~~Offer. The Company determined that meeting the contingency is not probable; therefore, the contingently redeemable common stock was not remeasured to fair value at March 31, 2021. When the Offer closes, the shares of common stock issued in the private placement will be reclassified to stockholders’ equity.

The 2017 Common Stock Warrants (the “2017 PIPE Warrants”) have a five-year life and are exercisable by cash exercise only. During the three months ended March 31, 2021 and 2020, there were ~~no shares~~145,000 and 125,000 2017 PIPE Warrant exercises, respectively, for total cash proceeds of ~~Series A Convertible Preferred~~$0.3 million in each period. As of March 31, 2021, 2,962,000 2017 PIPE Warrants remained outstanding.

The 2018 Common Stock ~~converted into shares of common stock.~~Warrants (the “2018 PIPE Warrants”) have a five-year life and are exercisable by cash or cashless exercise. During the three months ended March 31, ~~2019, 3,715 shares~~2021 and 2020, there were 2,147,782 and 2,059,524 2018 PIPE Warrant exercises, respectively, for total cash proceeds of ~~Series A Convertible Preferred Stock were converted into 1,857,586 shares of common stock.~~$0.3 million and $0.9 million, respectively. As of March 31, ~~2020, there were 135 shares of Series A Convertible Preferred Stock outstanding, which are convertible into 67,338 shares of common stock.~~2021, 9,231,903 2018 PIPE Warrants remained outstanding.

In ~~connection~~conjunction with the ~~2017 Private Placement,~~Company’s 2018 acquisition of SafeOp, the Company issued warrants to purchase up to 9,432,000 shares of the Company’s common stock at an exercise price of $2.00 per share (the “2017 Common Stock Warrants”). The Company also issued warrants to purchase common stock to the exclusive placement agents for the issuance (the “2017 Banker Warrants”). The 2017 Banker Warrants were for the purchase of up to an aggregate of 471,600 shares of the Company’s common stock with substantially the same terms as the 2017 Common Stock Warrants, except that they have an exercise price equal $2.50 per share. The 2017 Common Stock Warrants and the 2017 Banker Warrants (collectively, the “2017 Warrants”) expire on June 15, 2022. The 2017 Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise more than 4.99% of the shares of the Company’s common stock then outstanding (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to the Company, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered.

~~During the three months ended March 31, 2020, there were 0.1 million 2017 Warrant exercises for total cash proceeds of $0.3 million.~~ ~~There were no 2017 Warrant exercises for the three months ended March 31, 2019.~~ ~~As of March 31, 2020, there were 3,107,000 2017 Common Stock Warrants outstanding.~~

~~There were no 2017 Banker Warrant exercises for the three months ended March 31, 2020 and~~ ~~March 31, 2019. A total of 148~~,~~554 2017 Banker Warrants remained outstanding as of March 31, 2020.~~

~~All the 2017 Warrants were deemed to qualify for equity classification under authoritative accounting guidance.~~

~~On March 8, 2018, the Company completed~~ ~~the 2018 Private Placement to certain institutional and accredited investors, including certain directors and executive officers of the Company,~~ ~~providing for the sale by the Company~~ at a purchase price of $1,000 per share, 45,200 of newly designated Series B Convertible Preferred Stock, which shares of preferred stock were automatically converted into 14,349,236 shares of the Company’s common stock upon approval by the Company’s stockholders at the

~~2018 annual meeting of stockholders held in May 2018, and warrants to purchase up to 12,196,851~~2,200,000 shares of common stock at an exercise price of $3.50 per share, (the “2018 Common Stock Warrants”). The 2018 Common Stock Warrants became exercisable following stockholder approval at the 2018 annual meeting of stockholders, are subject to certain ownership limitations in certain cases, and expire five years after the date of such stockholder approval. The gross proceeds from the 2018 Private Placement were approximately $45.2 million.

~~The 2018 Common Stock Warrants (the “2018 Warrants”)~~which have a ~~five year~~five-year life and are exercisable ~~for~~by cash or by cashless exercise. Some of the 2018 Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially own, after such exercise more than 4.99% of the shares of the Company’s common stock then outstanding (subject to the right of the holder to increase or decrease such beneficial ownership limitation upon notice to the Company, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered.

~~In addition to the~~ ~~12,196,851 warrants issued in the 2018 Private Placement, the Company issued 1,800,000 warrants with identical terms to the 2018 Warrants, including the exercise price of $3.50.~~ During the three months ended March 31, 2021 and 2020, ~~525,000~~there were 969,932 and 0 SafeOp Surgical Merger Warrant exercises for cash proceeds of ~~these additional warrants were exercised.~~$0.1 million and $0.0 million, respectively. As of March 31, ~~2020 the additional 2018 warrants were fully exercised.~~

During the three months ended March 31, 2020, 2.1 million of the 2018 Warrants were exercised for total proceeds of $0.9 million. There were no 2018 Warrants exercised during the three months ended March 31, 2019. ~~A total of 11,663,147 2018~~2021, 1,194,943 SafeOp Surgical Merger Warrants remained ~~outstanding as of March 31, 2020.~~

~~All the 2018 Warrants were deemed to qualify for equity classification under authoritative accounting guidance.~~outstanding.

As further described in Note 5, during the year ended December 31, 2018, in connection with the initial debt financing with Squadron Medical and a participant lender, the Company issued warrants to purchase 845,000 shares of common stock at an exercise price of $3.15 per share. An additional 4,838,710 warrants were issued at an exercise price of $2.17 per share during the second quarter of 2019, in conjunction with the Company’s draw on the expanded credit ~~facility~~facility. In May 2020, an additional 1,075,820 warrants were issued at an exercise price of $4.88 per share in conjunction with the Company’s second amendment to the Squadron Medical debt for total warrants outstanding to Squadron Medical and the participant lender of ~~5,683,710. The~~6,759,530. In conjunction with the second amendment, the expiration dates for all existing warrants ~~have a seven-year term and are immediately exercisable.~~were extended to May 29, 2027 in order to align all outstanding warrant expiration dates. In accordance with authoritative accounting guidance, the warrants qualified for equity treatment upon issuance and ~~the portion allocated to the outstanding debt~~ were recorded as a debt discount to the face of the debt liability based on fair value to be amortized into interest expense over the life of the debt agreement. The fair value assigned to the warrant amendment was also allocated as a debt issuance cost and amortized into interest expense. As the warrants provide for partial price protection that allow for a reduction in the price in the event of a lower per share priced issuance, the warrants were valued utilizing a Monte Carlo simulation that considers the probabilities of future financings. The Monte Carlo model simulates the present value of the potential outcomes of future stock prices of the Company over the seven-year life of the warrants. The projection of stock prices is based on the risk-free rate of return and the volatility of the stock price of the Company and correlates future equity raises based on the probabilities provided. NaN Squadron Medical Warrants have been exercised as of March 31, 2021.

In December 2017 the Company issued warrants to Mr. Patrick S. Miles, the Company’s Chairman and Chief Executive Officer, to purchase 1,327,434 shares of the Company’s common stock for $5 per share (the “Executive Warrants”). The warrants have a five-year term. The warrants issued to Mr. Miles were accounted for as share based compensation, and the fair value of the warrants of approximately $1.4 million were recognized in full in the statement of operations for the year ended December 31, 2017 as the warrants were immediately vested upon issuance. NaN Executive Warrants have been exercised as of March 31, 2021.

A summary of all outstanding warrants isfor common stock as of March 31, 2021 were as follows:

* ~~Represents weighted average exercise price.~~All outstanding warrants were deemed to qualify for equity classification under authoritative accounting guidance.

~~In December 2017, the Board of Directors approved and adopted~~Under the 2017 Distributor Inducement Plan, ~~which authorizes~~ the Company is authorized to issue to distributors restricted shares of common stock of the Company and/or warrants to purchase the Company’s common stock. The warrants are issuable with an exercise price equal to the fair market value of the common stock on the date of

~~issuance. Each warrant and common stock issuance is subject to a time-based or net sales-based vesting provision. The Board of Directors authorized the~~ grant of up to 1,000,000 shares of common stock ~~under~~to third-party distributors whereby, upon the ~~2017 Distributor Inducement Plan and also authorized~~achievement of certain Company sales and/or distribution milestones the Company may grant ~~of warrants~~ to ~~purchase 50,000~~a distributor shares of common stock ~~and 75,000 restricted stock units~~or warrants to ~~a distributor~~purchase shares of ~~which 75,000 were earned and issued. These~~common stock. The warrants and restricted stock units issued under the plan are subject to time based ~~and~~or net ~~sales based~~sales-based vesting conditions. As of March 31, ~~2020, 260,000~~2021, 525,000 warrants and ~~92,000~~284,500 shares of restricted common stock ~~were earned and issued~~have been granted under the 2017 Distributor Inducement Plan. ~~Total expense~~As of March 31, 2021, 185,000 warrants and 64,500 shares of common stock have been earned or issued under the plan. Warrants granted under the plan as of March 31, 2021 were not yet subject to expiration related to any time or sales-based vesting conditions. Expense recorded for the plan was $0.1 million for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

~~In December 2017, the Board approved and adopted~~Under the 2017 Development Services Plan, ~~which authorizes~~ the Company is authorized to ~~enter into Development Services Agreements with~~grant up to 7,000,000 shares of common stock to third-party individuals or entities whereby, upon the achievement of certain Company financial and commercial revenue milestones, future royalty payments for product and/or intellectual property development work may be paid in either cash or restricted shares of Company common stock at the ~~option~~election of the developer. Each common stock issuance ~~would be~~is subject to net sales-based and other vesting provisions and satisfaction of applicable laws and market regulations regarding the issuance of restricted shares to such developers. ~~The Board of Directors authorized the grant of up to 3,000,000 shares of common stock under the Development Services Plan.~~ As of March 31, ~~2020, 2.4 million~~2021, the Company has entered into Development Services Agreements pursuant to which the Company has allocated 6,649,000 shares and granted 3,340,000 shares of restricted common stock ~~have been granted~~ under the 2017 Development Services Plan, ~~but~~subject to achievement of the performance criteria and vesting conditions set forth in such Development Services Agreements. As of March 31, 2021, none ~~are~~of the grants were deemed probable of equity election ~~as of March 31, 2020. In addition, no~~and 0 common stock elections or cash payouts ~~have been~~were made asunder the Development Services Plan. The Company will recognize a non-cash charges to cost of ~~March 31, 2020.~~sales associated with each of the Development Services Agreements when it is probable respective performance targets will be achieved.

~~In July 2019, the Board of Directors approved and adopted~~Under the 2019 Management Objective Strategic Incentive Plan, ~~which authorizes~~ the Company is authorized to grant ~~restricted~~up to 500,000 shares of common stock to third-party individuals or entities that do not qualify under the Company’s other existing equity ~~plans. The Board of Directors authorized the grant of up to 500,000 shares of common stock~~plans, with a maximum grant of 50,000 shares per ~~participant under the plan.~~participant. As of March 31, ~~2020, 55,000~~2021, 130,000 restricted shares and a warrant to purchase up to 25,000 restricted common stock shares have been granted under the 2019 Management Objective Strategic Incentive Plan. Total expense for the plan was ~~immaterial~~$0.1 million and a negligible amount for ~~the~~ three months ended March 31, ~~2020.~~2021 and 2020, respectively.

To calculate its interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent and temporary differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or the tax environment changes.

Intraperiod tax allocation rules require the Company to allocate the provision for income taxes between continuing operations and other categories of earnings, such as discontinued operations. In periods in which the Company has a year-to-date pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as discontinued operations, the Company must allocate the tax provision to the other categories of earnings, and then record a related tax benefit in continuing ~~operations~~

The unrecognized tax benefits at March 31, 2020 and December 31, 2019 were $2.5 million for both periods, with no changes occurring during the year-to-date period. With the information currently available to the Company, it is reasonably possible there will not be a reversal to the tax reserves over the next twelve-month period. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. The Company is not currently under examination by the Internal Revenue Service, foreign, or state or local tax authorities.operations.

For the three months ended March 31, ~~2020,~~2021, the Company had an ~~effective~~annual estimated-effective tax rate of 0%(0.22%) and recognized an immaterial amount of income tax ~~benefit~~provision from continuing ~~operations~~.operations. The Company’s effective tax rate differs from the federal statutory rate of 21% primarily due to the Company’s net loss ~~position.~~position and valuation allowance.

At December 31, 2020, the Company had unrecognized tax benefits of $2.5 million which will affect the effective tax rate if recognized when the Company no longer has a valuation allowance offsetting its deferred tax assets.

At December 31, 2020, the Company had federal and state net operating loss carryforwards of $273.7 million and $193.4 million, respectively, which began expiring at various dates beginning in 2021 and will continue to expire through 2040. Federal and some state net operating losses generated in years ending after December 31, 2017 can be carried forward indefinitely. At December 31, 2020, the Company had state research and development tax credit carryforwards of $3.2 million. The state research and development tax credits do not have an expiration date and may be carried forward indefinitely.

~~12.~~Utilization of the net operating loss and tax credit carryforwards may become subject to annual limitations due to ownership change limitations that could occur in the future as provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions. These ownership changes may limit the amount of the net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income, if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period.

In July 2016, the Company entered into a forbearance agreement with HealthpointCapital, LLC, HealthpointCapital Partners, L.P., and HealthpointCapital Partners II, L.P. (collectively, "HealthpointCapital"), pursuant to which HealthpointCapital, on behalf of the Company, paid $1.0 million of the $1.1 million payment due and payable by the Company to Orthotec on July 1, 2016 and agreed to not exercise its contractual rights to seek an immediate repayment of such amount. Pursuant to this forbearance agreement, the

Company repaid this amount in September 2016. The Company and HealthpointCapital also entered into an agreement for joint payment of settlement whereby HealthpointCapital has agreed to contribute $5$5.0 million to the ~~$49~~$49.0 million Orthotec settlement amount.In October 2020, HealthpointCapital began its $5.0 million contribution, which will be in the form of 5 quarterly payments.

During the second quarter of 2018, HealthpointCapital Partners, L.P., and HealthpointCapital Partners II, L.P. distributed its holdings in the Company’s common stock to its limited partners. As a result, the fund is no longer a shareholder of the Company as of March 31, ~~2020~~2021. The $5remaining $2.9 million receivable from HealthpointCapital, LLC continues to be classified within stockholders’ equity on the Company’s condensed consolidated balance sheets due to the related party nature with HealthpointCapital affiliates.

~~13. Restructuring~~ Payments made by HealthpointCapital will be recorded as a reduction to stockholder’s equity.

In ~~connection~~November 2018, the Company entered into a Term Loan and Financing agreement with ~~the sale~~affiliates of ~~the International Business (described~~Squadron Capital, LLC. The Term Loan was amended in March 2019, May 2020 and December 2020, as further described in Note ~~4),~~5. Squadron Capital, LLC was a lead investor in the Company terminated employment agreements with several executive officers, including the chief executive officer and the chief financial officer, and commenced an employee headcount reduction program. In conjunction with the restructuring program, the Company recorded restructuring expenses related to severance liabilities and post-employment benefits. A rollforwardprivate placement of ~~the accrued restructuring liability is presented below (in thousands):~~

Included on the condensed consolidated balance sheet as of ~~close~~March 31, 2021 is a $1.1 million officer receivable for settlement of ~~market~~a tax liability related to the vesting of restricted common stock. A corresponding liability for the same amount is also included within accrued expenses on the condensed consolidated balance sheet.

On April ~~3, 2020.~~9, 2021, the Company entered into a new lease agreement for a new distribution center which consists of approximately 75,643 square feet of office and warehouse space in Memphis, Tennessee. The ~~restricted stock units granted under~~term of the ~~program~~new lease commenced on May 1, 2021 and will ~~fully vest~~terminate on ~~July 10, 2020.~~May 1, 2028, subject to two thirty-six month options to renew. The ~~restricted stock units will also vest~~Company recognized an ROU asset and lease liability upon ~~a change in~~taking control of the premises on the lease commencement date. The Company is expected to occupy a proportionate share of the building upon commencement of the lease on May 1, 2021 and is expected to occupy 100% of the premises beginning in November 2022. Base rent under the new building lease for the first twelve months of the term will be $14,667 per month and will ~~be subject~~increase to ~~certain accelerated vesting in~~$18,792 per month for the ~~event~~first six-months of the participant’s death or disability. The temporary reduction in compensation to the participants shall not be treated as a reduction in base annual salary rate for purposes of any other benefits plans in which the participants are enrolled or eligible to participate, including in any bonus planssecond-year of the ~~Company.~~

term, and increase to $28,426 for the final six-months of the second year of the term. Thereafter base rent will increase annually by 3% throughout the remainder of the lease.

On April ~~23, 2020,~~1, 2021, the Company ~~received~~commenced the ~~proceeds from~~Offer to purchase for cash all issued and outstanding EOS shares and all outstanding OCEANEs for a ~~loan in the amount~~total purchase price of up to approximately ~~$4.3 million (the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant~~$116.9 million. The Offer will remain open for an initial acceptance period of 25 Euronext Paris trading days and, subject to the ~~Paycheck Protection Program (“PPP”)~~satisfaction or waiver of certain tender conditions, the initial tender may be followed by a reopened tender offer for a period of 10 additional Euronext Paris trading days. As of May 3, 2021, the Company has purchased 7,433,387 EOS Shares, representing approximately 28% of the ~~Coronavirus Aid, Relief,~~outstanding EOS Shares, for €18.2 million ($21.9 million), and ~~Economic Security Act (the “CARES Act”). The PPP Loan matures on April 21, 2022 and bears interest at a rate~~174,061 OCEANEs, representing approximately 4% of ~~1.0% per annum. Commencing November 21, 2020,~~ the ~~Company is required to pay the lender equal monthly payments of principal and interest as required to fully amortize by April 21, 2022 the principal amount~~ outstanding on the PPP Loan as of October 21, 2020. The PPP Loan is evidenced by a promissory note dated April 21, 2020, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. The PPP Loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties.OCEANEs, for €1.2 million ($1.5 million).

All or a portion of the PPP Loan may be forgiven by the U.S. Small Business Administration (“SBA”) upon application by the Company beginning 60 days but not later than 120 days after loan approval and upon documentation of expenditures in accordance with the SBA requirements. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the eight-week period beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. No assurance is provided that the Company will apply for and obtain forgiveness of the PPP Loan in whole or in part.

~~The Company intends to use all proceeds from the PPP Loan to retain employees and maintain payroll.~~

On April 27, 2020, the Company announced that it has terminated the Tender Offer Agreement with EOS Imaging S.A., or EOS. This decision follows the Company’s consideration and analysis of the expected ongoing market effects of the COVID-19 pandemic, including the magnitude and duration of its impact on capital equipment priorities and purchases in significant EOS markets, including the United States. Based upon its assessment, the Company concluded that a “Material Adverse Effect” (as defined in the Tender Offer Agreement) has occurred, resulting in circumstances that are no longer conducive to completion of the transaction described in the Tender Offer Agreement. The Company notified EOS of its termination decision, as required by the Tender Offer Agreement, in a letter dated April 24, 2020.

On April 27, 2020, the Company also announced that, in connection with the termination of the Tender Offer Agreement, the Company and Perceptive Credit Holdings III, LP have agreed to terminate the debt refinancing commitment letter, including the exclusivity obligations thereunder, entered into in connection with the EOS transaction.

On May 9, 2020, the Company executed a commitment letter for $35 million in additional secured financing from Squadron. This capital will be made available under the same material terms and conditions as the existing term loan with Squadron, subject to customary closing conditions. Under the terms of the amended facility, the maturity date on the entire term loan will be extended to May 2025. A portion of the proceeds from the expanded facility will be used to retire the Company’s outstanding obligation under its working capital revolver with MidCap. In connection with the additional commitment, the Company will issue warrants to purchase 1.076 million shares of ATEC common stock at an exercise price of $4.88 per share. ATEC expects this transaction to close before the end of May 2020.

You should read the following management's discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), on March ~~17, 2020.~~5, 2021. In addition to historical information the following management’s discussion and analysis of our financial condition and results of operations includes forward-looking information that involves risks, uncertainties, and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, such as those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and any updates to those risk factors filed from time to time in our subsequent periodic and current reports filed with the SEC.

We are a medical technology company focused on the design, development, and advancement of technology for better surgical treatment of spinal disorders. We are dedicated to revolutionizing the approach to spine ~~surgery.~~surgery through clinical distinction. We have a broad product portfolio designed to address the majority of the U.S. market for ~~fusion-based~~ spinal ~~disorder solutions.~~ disorders. We are focused on developing new approaches that integrate seamlessly with the SafeOp Neural InformatiX System to safely and reproducibly treat the spine’s various pathologies and achieve the goals of spine surgery. Our ultimate vision is to be the standard bearer in spine.

We intend to drive growth by ~~exploiting~~capitalizing on our collective spine experience and investing in the research and development to continually differentiate our solutions and improve spine surgery. We believe our future success will be fueled by introducing market-shifting innovation to the spine market, and that we are well-positioned to capitalize on current spine market dynamics.

We market and sell our products in the U.S. through a network of independent distributors and direct sales representatives. An objective of our leadership team is to deliver increasingly consistent, predictable growth. To accomplish this, we have partnered more closely with new and existing distributors to create a more dedicated and loyal sales channel for the future. We have added, and intend to continue to add, new high-quality exclusive and dedicated distributors to expand future growth. We believe this will allow us to reach an untapped market of surgeons, hospitals, and national accounts across the U.S., as well as better penetrate existing accounts and territories.

We have continued to make progress ~~in the transition of~~transitioning our sales channel since early 2017, driving the percent of sales contributed by our strategic distribution channel from approximately ~~84% for the three months ended March 31, 2019 to~~ 89% for the three months ended March 31, ~~2020. We~~2020 to 95% for the three months ended March 31, 2021. Going forward, we intend to continue to ~~relentlessly~~ drive ~~toward~~towards a fully exclusive network of independent and direct sales agents. Consolidation ~~within~~in the industry ~~is helping facilitate the~~has facilitated this process, as large, seasoned agents ~~continue to~~ seek opportunities to ~~re-enter the spine market by partnering~~partner with spine-focused companies that have broad, growing product portfolios.

On ~~February 28,~~December 16, 2020, we ~~announced an agreement to acquire~~entered into a Tender Offer Agreement (the “Tender Offer Agreement”) with EOS imaging ~~SA, or EOS. EOS imaging is~~S.A., a ~~leader in outcome-improving orthopedic medical imaging~~société anonyme organized and ~~software solutions, and is globally recognized for its rapid, low dose, biplanar full-body imaging and 3D modeling capabilities. Subsequently, on April 27, 2020,~~existing under the laws of France (“EOS”), pursuant to which we ~~announced that we have terminated the EOS agreement. This decision follows our consideration and analysis~~commenced a public tender offer (the “Offer”) to purchase all of the ~~expected ongoing market effects~~issued and outstanding ordinary shares, nominal value €0.01 per share (collectively, the “EOS Shares”), and outstanding convertible bonds (“OCEANEs”), of EOS. The Offer consists of a cash tender offer price of €2.45 (or approximately $2.99) per EOS Share and €7.01 (or approximately $8.55) per OCEANE, (the “Offer Consideration”), for a total purchase price of up to $116.9 million. On March 2, 2021, the Company transferred $115.3 million (approximately €95.6 million) to an escrow account to fund the Offer. The Offer was filed with the Autorité des marches financiers (the “AMF”) on March 5, 2021 and cleared by the AMF on March 30, 2021. The opening of the ~~COVID-19 pandemic, including the magnitude and duration~~Offer occurred on April 1, 2021. Certain shareholders of ~~its impact on capital equipment priorities and purchases in significant~~ EOS, ~~markets, including the U.S.~~

~~On April 27, 2020, we also~~ ~~announced~~ ~~that, in connection with the termination~~which currently control approximately 23% of the outstanding EOS ~~agreement, we and Perceptive Credit Holdings III, LP~~Shares, collectively, have entered into Tender Commitments with us pursuant to which they have agreed, among other things, to tender their respective EOS Shares into the Offer, subject to certain conditions. These Tender Commitments will terminate if (i) the ~~debt refinancing commitment letter, including~~Tender Offer Agreement is terminated, (ii) the ~~exclusivity obligations thereunder, entered into in connection with~~Offer is withdrawn by us pursuant to applicable French laws and regulations, or (iii) the ~~EOS~~Offer is not declared successful by the AMF as a result of certain conditions failing to be met or waived. We expect the transaction

~~Prior~~ to the spread of COVID-19, we experienced U.S. sales growth of over 30%, which was consistent with previously issued revenue guidance in January 2020. As the COVID-19 pandemic spread to Western Europe and the U.S., we experienced a significant decline in procedures in the last half of March 2020. Procedures per week in the U.S. declined more than 50% compared to the weekly procedure rate experienced earlier in the first quarter of 2020.

~~The depth and extent to which the COVID-19 pandemic will impact individual markets continues to vary. While we cannot reliably estimate the extent or length~~ of ~~the impact, we expect procedure volumes to continue to significantly decline or be delayed~~close in the second quarter of 2020 as COVID-19 infections continue to spread and cause additional strain on hospital resources and deferral of elective procedures. We expect sales volumes to begin to eventually increase and eventually recover, as elective procedures begin to re-commence as early as the second quarter of 2020.2021.

In connection with the Offer, on December 16, 2020, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors, including Squadron Capital, ~~markets~~LLC (collectively, the “Purchasers”), providing for the sale by the Company of 12,421,242 shares of our common stock (the “Private Placement Shares”) at a purchase price of $11.11 per share (the “Private Placement Purchase Price”), in a private placement (the “Private Placement”). On March 1, 2021 we closed the Private placement which generated net proceeds of approximately $131.8 million, net of fees related to the Private Placement. We intend to use the net proceeds from the Private Placement to fund the Offer Consideration and ~~worldwide economies have also been significantly~~for general corporate and working capital purposes. Pursuant to the terms of the Purchase Agreement, from the Private Placement Closing until the completion of the Offer, we are prohibited from issuing, or entering into any agreement to issue, or announcing the issuance or proposed issuance of, any shares of our common stock or common stock equivalents, subject to certain permitted exceptions. If the Tender Offer Agreement is terminated or the Offer is not completed on or before July 31, 2021, we may be required to repurchase the Private Placement Shares from the Purchasers, for an amount per share equal to the Private Placement Purchase Price plus interest on the Private Placement Purchase Price at a rate of nine percent per year computed from the date of the Private Placement Closing to the date of the repurchase.

During the first quarter of 2021 our revenue was impacted bydue to the COVID-19 pandemic. Since the beginning of the COVID-19 pandemic, ~~and it is possible~~we have seen volatility in sales trends since elective surgeries that ~~this could cause a local and/or global economic recession. Such economic recession could~~use our products have a material adverse effect on our long-term business as hospitals curtail and reduce capital and overall spending. The COVID-19 pandemic and local actions, such as “shelter-in-place” orders and restrictions on our abilitybeen impacted to ~~travel and access our customers or temporary closures~~varying degrees, particularly more during the earlier phases of the ~~facilities~~pandemic. Since the earlier phases of ~~our suppliers and their contract manufacturers, could further significantly~~the pandemic, demand has since recovered to varying degrees as local conditions have improved in some geographies that have opened after an initial improvement in COVID-19 infection rates, allowing surgeons to resume surgeries.

We continue to monitor the impact ~~our sales and our ability to ship our products and supply our customers. Any~~ of ~~these events could negatively impact~~ the ~~number of procedures performed and have a material adverse effect~~COVID-19 pandemic on our business ~~financial condition,~~and recognize it may continue to negatively impact our business and results of operations ~~or cash flows.~~during the remainder of 2021 and beyond. Given the present uncertainty surrounding the pandemic, we expect to continue to see volatility through at least the remaining duration of the pandemic as the impact on individual markets and responses to conditions by state and local governments continues to vary.

The following is a description of the primary components of our revenue and expenses:

Revenue. We derive our revenue primarily from the sale of spinal surgery implants used in the treatment of spine disorders. Spinal implant products include pedicle screws and complementary implants, interbody devices, plates, and tissue-based materials. Our revenue is generated by our direct sales force and independent distributors. Our products are requested directly by surgeons and shipped and billed to hospitals and surgical centers. Currently, most of our business is conducted with customers within markets in which we have experience and with payment terms that are customary to our business. We may defer revenue until the time of collection if circumstances related to payment terms, regional market risk or customer history indicate that collectability is not certain.

Cost of revenue. Cost of revenue consists of direct product costs, royalties, milestones and the amortization of purchased intangibles. Our product costs consist primarily of direct labor, overhead, and raw materials and components. The product costs of certain of our biologics products include the cost of procuring and processing human tissue. We incur royalties related to the technologies that we license from others and the products that are developed in part by surgeons with whom we collaborate in the product development process. Amortization of purchased intangibles consists of amortization of developed product technology.

Research and development expenses. Research and development ~~expense consists~~expenses consist of costs associated with the design, development, testing, and enhancement of our products. Research and development ~~expense~~expenses also ~~includes~~include salaries and related employee benefits, research-related overhead expenses, fees paid to external service providers in both cash and equity, and costs associated with our Scientific Advisory Board and Executive Surgeon Panels.

Sales, general and administrative expenses. Sales, general and administrative ~~expense consists~~expenses consist primarily of salaries and related employee benefits, sales commissions and support costs, depreciation of our surgical instruments, freight, regulatory affairs, quality assurance costs, professional service fees, travel, medical education, trade show and marketing costs, insurance and legal expenses.

Litigation-related expenses. Litigation-related expenses are costs incurred for our ongoing litigation, primarily with NuVasive, Inc.

Transaction-related expenses. Transaction-related expenses r~~eflects~~are certain costs incurred related to the ~~recognition of transaction expenses incurred~~renewed Tender Offer Agreement entered into with EOS on December 16, 2020, as ~~part of~~well as third-party advisory and legal fees related to the previously terminated tender offer agreement entered into with EOS ~~transaction.~~on February 28, 2020.

~~Restructuring expenses~~Total interest and other expense, net. ~~Restructuring~~Total interest and other expense, ~~consists of severance, social plan benefits and related taxes in connection with our historical cost rationalization efforts.~~

~~Other expenses, net. Other expenses,~~ net includes interest income, interest expense, gains and losses from foreign currency exchanges and other non-operating gains and losses.

Income tax ~~benefit.~~provision. Income tax ~~benefit~~provision from continuing operations primarily consists of ~~release~~an estimate of state and foreign income taxes based on enacted state and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation ~~allowance from the SafeOp acquisition, partially offset by state taxes.~~

~~On September 1, 2016, we completed the sale~~ of our ~~international distribution operations~~deferred tax assets and ~~agreements, including our wholly-owned subsidiaries~~liabilities, and changes in Japan, Brazil, Australia, China and Singapore and substantially all of the assets of our other sales operations in the United Kingdom and Italy (“International Business”), to an affiliate of Globus (“Globus Transaction”). Following the closing of the Globus Transaction, we now operate in the U.S. market only and are restricted from marketing and selling our products in foreign markets pursuant to the terms and conditions, and for the time periods, set forth in the definitive documents related to the Globus Transaction.tax laws.

Our discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, we evaluate our estimates and assumptions, including

those related to revenue recognition, allowances for accounts receivable, inventories and intangible assets, stock-based compensation and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumption conditions.

Critical accounting policies are those that, in management’s view, are most important in the portrayal of our financial condition and results of operations. Aside from the changes disclosed in Note 2 to the Notes to Condensed Consolidated Financial Statements included in Item 1, Part I of this Quarterly Report on Form 10-Q, management believes there have been no material changes during the three months ended March 31, ~~2020~~2021 to the critical accounting policies discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed with the SEC on March ~~17, 2020.~~5, 2021.

The tables below set forth certain statements of operations data for the periods indicated (in thousands). Our historical results are not necessarily indicative of the operating results that may be expected in the future.

	Three Months Ended March 31,						Three Months Ended March 31,						Increase (Decrease)
	2020			2019			2021			2020			$			%
Revenue:
Revenue from U.S. products	$	29,070		$	22,955		$	43,716		$	29,070		$	14,646			50	%
Revenue from international supply agreement		1,045			1,600			405			1,045			(640	)		(61	%)
Total revenue		30,115			24,555			44,121			30,115			14,006			47	%
Cost of revenue		9,084			7,987			12,263			9,084			3,179			35	%
Gross profit		21,031			16,568			31,858			21,031			10,827			51	%
Operating expenses:
Research and development		3,749			3,372			5,801			4,170			1,631			39	%
Sales, general and administrative		28,003			21,097			40,426			27,582			12,844			47	%
Litigation-related		2,643			2,623			3,335			2,643			692			26	%
Amortization of intangible assets		172			182
Amortization of acquired intangible assets								172			172			—			0	%
Transaction-related		4,272			—			1,012			4,272			(3,260	)		(76	%)
Restructuring		—			60			158			—			158			100	%
Total operating expenses		38,839			27,334			50,904			38,839			12,065			31	%
Operating loss		(17,808	)		(10,766	)		(19,046	)		(17,808	)		(1,238	)		7	%
Other expense, net		(2,874	)		(2,119	)
Interest and other expense, net:
Interest expense, net								(1,938	)		(2,874	)		936			(33	%)
Other expenses								(1,889	)		—			(1,889	)		100	%
Total interest and other expense, net								(3,827	)		(2,874	)		(953	)		33	%
Loss from continuing operations before taxes		(20,682	)		(12,885	)		(22,873	)		(20,682	)		(2,191	)		11	%
Income tax provision		40			31			30			40			(10	)		(25	%)
Loss from continuing operations		(20,722	)		(12,916	)		(22,903	)		(20,722	)		(2,181	)		11	%
Loss from discontinued operations, net of applicable taxes		—			(52	)
Net loss	$	(20,722	)	$	(12,968	)	$	(22,903	)	$	(20,722	)	$	(2,181	)		11	%

	Three Months Ended						Three Months Ended						Increase
	March 31,						March 31,						(Decrease)
	2020			2019			2021			2020			$			%
Revenue by source
Revenue from U.S. products	$	29,070		$	22,955		$	43,716		$	29,070		$	14,646			50	%
Revenue from international supply agreement		1,045			1,600			405			1,045			(640	)		(61	%)
Total revenue	$	30,115		$	24,555		$	44,121		$	30,115		$	14,006			47	%

Gross profit by source
Revenue from U.S. products	$	20,954		$	16,394
Revenue from international supply agreement		77			174
Gross profit (loss) by source
Gross profit from U.S. products							$	31,975		$	20,954		$	11,021			53	%
Gross (loss) profit from international supply agreement								(117	)		77			(194	)		(252	%)
Total gross profit	$	21,031		$	16,568		$	31,858		$	21,031		$	10,827			51	%

Gross profit margin by source
Revenue from U.S. products		72.1	%		71.4	%
Revenue from international supply agreement		7.4	%		10.9	%
Gross profit (loss) margin by source
Gross profit margin from U.S. products								73.1	%		72.1	%					1.1	%
Gross (loss) profit margin from international supply agreement								(28.9	%)		7.4	%					(36.3	%)
Total gross profit margin		69.8	%		67.5	%		72.2	%		69.8	%					2.4	%

Three ~~Months Ended~~months ended March 31, ~~2020 Compared~~2021 compared to the Three Months Ended March 31, ~~2019~~2020

Total revenue. Total revenue was $44.1 million for the three months ended March 31, 2021 compared to $30.1 million for the three months ended March 31, 2020, ~~compared to $24.6~~representing an increase of $14.0 million, or 47%.

Revenue from U.S. products was $43.7 million for the three months ended March 31, ~~2019, representing an increase of $5.5 million, or 22.4%.~~

~~Revenue from U.S. products was~~2021 compared to $29.1 million for the three months ended March 31, 2020, representing an increase of $14.6 million, or 50%. The increase in revenue from U.S. products was primarily attributed to the continued expansion of our new product portfolio, increases in our surgeon user base, and progress related to the transformation of our sales network, as detailed further below.

For the three months ended March 31, 2021, revenue related to new products increased to approximately 77% of revenue from U.S. products compared to ~~$23.0 million~~56% of revenue from U.S. products for the three months ended March 31, ~~2019, representing an increase of $6.1 million, or 26.5%.~~2020. The increase inwas primarily driven by new product launches. Contributions from our strategic distribution channel have also increased during the three months ended March 31, 2021 compared to the three months ended March 31, 2020, as we continue to build partnerships with new surgeons and distributor partners. Contributions to U.S. revenue from our strategic distribution channel increased to 95% during the three months ended March 31, 2021 compared to 89% for the three months ended March 31, ~~2020 was attributed~~2020. Information related to ~~the launch of new products and focus on~~revenue contributions from both our strategic and legacy distribution ~~channel, as~~partnerships is detailed further below (in thousands):

Revenue from ~~the~~ international supply agreement for the three months ended March 31, 2021, which is attributed to sales to Globus under which we supply to Globus certain of its implants and instruments at agreed-upon prices for a minimum term of three years, ~~was $1.0~~decreased by $0.6 million ~~for~~compared to the three months ended March 31, ~~2020 compared to $1.6 million for~~2020. As part of the ~~three months ended March 31, 2019, representing a decrease of $0.6 million. We expect this revenue to continue to decrease over the next several quarters, as~~supply agreement, Globus ~~continues to register its own products in international markets. Globus has~~had the option to extend the term for up to two additional twelve-month periods subject to Globus meeting specified purchase requirements. During the ~~first~~second quarter of ~~2019,~~2020, Globus notified us that it would exercise the option to extend the agreement anfor the second additional ~~twelve months~~twelve-month period through August ~~2020.~~2021, at which time we expect that the supply agreement will expire and revenue from Globus will discontinue.

Cost of revenue. Cost of revenue was $12.3 million for the three months ended March 31, 2021 compared to $9.1 million for the three months ended March 31, 2020, ~~compared to $8.0~~representing an increase of $3.2 million, or 35%.

Cost of revenue from U.S. products was $11.7 million for the three months ended March 31, ~~2019, representing an increase of $1.1~~2021 compared to $8.1 million ~~or 13.8% .~~

~~Cost of revenue from U.S. products~~ for the three months ended March 31, 2020, ~~was $8.1 million compared to $6.6 million for the three months ended March 31, 2019,~~ representing an increase of ~~$1.5~~$3.6 million, or ~~22.7%~~44%. The increase in cost of revenue is ~~consistent with~~primarily

due to the growth in volume of our ~~revenue growth.~~revenue. Non-cash excess and obsolescence expense primarily related to the phase out of older legacy products was $2.1 million for the three months ended March 31, 2021 compared to $1.7 million for the three months ended March 31, 2020, ~~compared to $1.9 million for the three months ended March 31,2019,~~ representing ~~a decrease~~an increase of ~~$0.2 million, or 10.5%.~~$0.4 million.

Cost of revenue from international supply agreement was $0.5 million for the three months ended March 31, 2021 compared to $1.0 million for the three months ended March 31, 2020, ~~compared to $1.4 million for the three months ended March 31, 2019.~~representing a decrease of $0.5 million. The decrease was attributed to a reduction in sales volumes and related costs under the supply agreement with Globus.

Gross profit. Gross profit was $31.9 million for the three months ended March 31, 2021 compared to $21.0 million for the three months ended March 31, 2020, ~~compared to $16.6~~representing an increase of $10.9 million, or 51%.

Total gross profit margin was 72.2% for the three months ended March 31, ~~2019, representing an increase of $4.4 million, or 26.5%.~~2021, compared to 69.8% for the three months ended March 31, 2020, and is primarily due to the improvement in U.S. product revenue gross profit margin.

Gross profit margin from U.S. product revenue was 73.1% for the three months ended March 31, 2021 compared to 72.1% for the three months ended March 31, 2020 ~~compared~~and is primarily due to ~~71.4% for~~improved leverage related to our fixed operating costs.

Research and development expenses. Research and development expenses increased $1.6 million, or 39% during the three months ended March 31, ~~2019. The increase was attributed to a reduction in non-cash excess and obsolescence expense for the three months ended March 31, 2020 as~~2021 compared to the three months ended March 31, ~~2019.~~

~~Gross profit margin from international supply agreement was 7.4% for the three months ended March 31, 2020 compared to 10.9% for the three months ended March 31, 2019.~~2020. The ~~changes in gross margin from international supply agreement~~increase was primarily related to ~~the impact of fixed minimum royalty~~personnel and new project costs, ~~product mix, and to a lesser extent, decrease~~partially offset by decreases in ~~average selling price for certain products.~~

~~Research~~other various research and development ~~expense. Research~~initiatives.

Sales, general and ~~development expense~~administrative expenses. Sales, general and administrative expenses increased ~~$0.4~~$12.8 million, or ~~8.8%~~47% during the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019.~~2020. The increase was primarily related to ~~increased personnel related~~higher compensation-related costs ~~for our SafeOp neuromonitoring system partially offset by decreased regulatory expenses. We expect research~~ and ~~development~~variable selling expenses toassociated with the increase in ~~future periods as~~U.S. product revenue, and our continued investment in building our strategic distribution channel. Additionally, we ~~hire additional engineering and development talent and continue to invest~~have increased our investment in our sales and marketing functions by increasing headcount to support the growth of our business. SG&A expense as a percent of U.S. product ~~pipeline.~~

~~Sales, general and administrative expense.~~ ~~Sales, general and administrative expense increased $6.9 million, or 32.7% during~~revenue is 92% for the three months ended March 31, ~~2020~~2021 compared to 95% of U.S. product revenue, for the three months ended March 31, 2020.

Litigation expenses. Litigation expenses increased by $0.7 million, or 26% for the three months ended March 31, 2021 compared to the three months ended March 31, ~~2019.~~2020. The ~~increase was primarily related to commissions and related sales compensation~~ expenses associated with our increase in U.S. revenue and continued investment in building out our strategic distribution channel, as well as increased marketing efforts, additional headcount and increases in our stock-based compensation. We expect our sales, general and administrative expenses to increase in absolute dollars and in line with expected increase in our U.S. product revenue.

~~Litigation expenses.~~ ~~Litigation expense was consistent for the three months ended March 31, 2020 compared to the three months ended March 31, 2019. The expense is~~are primarily related to our ongoing litigation with NuVasive, Inc. and other legal activities.

Amortization of acquired intangible assets. Amortization of acquired intangible assets remained consistent for the three months ended March 31, ~~2020~~2021 compared to the three months ended March 31, ~~2019.~~2020. The expense represents amortization in the period associated with general business assets, intellectual property, licenses and other assets obtained in acquisitions and licensing agreements.

Transaction-related expenses. Transaction-related expenses ~~of $4.3~~decreased by $3.3 million, or 76% for the three months ended March 31, 2021 compared to the three months ended March 31, 2020. These expenses primarily include third-party advisory and legal fees related to the renewed tender offer agreement entered into with EOS on December 16, 2020, as well as third-party advisory and legal fees related to the previously terminated tender offer agreement entered into with EOS on February 28, 2020.

Total interest and other expense, net. Total interest and other expense, net increased $1.0 million for the three months ended March 31, ~~2020~~ ~~are attributed to advisory fees, legal fees, transaction financing commitment fees and other transaction-related costs incurred in connection with the~~ ~~EOS tender offer.~~

~~Restructuring expense. Restructuring expense was negligible for the three months ended March 31, 2020 compared to $0.1 million for the three months ended March 31, 2019. The decrease was primarily related to lower severance and other personnel charges associated with historical cost rationalization efforts.~~

~~Other expenses, net.~~ ~~Other expenses, net increased $0.8 million during the three months ended March 31, 2020~~2021 compared to the three months ended March 31, ~~2019~~2020, primarily due to ~~new~~foreign currency losses related to the forward contract settlement, partially offset by lower interest expense related to lower outstanding debt ~~arrangements and additional draws on existing agreements.~~ balances as compared to March 31, 2021.

Income tax provision. Income tax provision for the three months ended March 31, ~~2020~~2021 was negligible and remained consistent as compared to the three months ended March 31, ~~2019. For the three months ended March 31, 2020, we had an effective income tax rate of 0%, primarily due to our net loss position.~~2020.

~~The accompanying financial statements have been prepared on a going concern basis, which contemplates~~Our principal sources of liquidity are our existing cash and additional borrowings available under our Term Loan. Our liquidity and capital structure are evaluated regularly within the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

At each reporting period, we evaluate whether there are conditions or events that raise substantial doubt about our ability to continue as a going concern within twelve months after the date the consolidated financial statements are issued. Our evaluation entails analyzing prospective operating budgets and forecasts for expectationscontext of our ~~cash needs~~annual operating and ~~comparing those needs~~strategic planning process. We consider the liquidity necessary to ~~current cash and cash equivalent balances, and availability under existing credit facilities. Our~~fund our operations, which include working capital at March 31, 2020 was $53.8 million (including cash of $27.5 million). In April 2020, we completed a $20 million draw on our credit facility with Squadron Medical Finance Solutions LLC (“Squadron Capital,” or “Squadron”).

~~Our capital requirements over the next twelve months will depend on many factors, including the ability to achieve anticipated revenue, manage operating expense~~needs, investments in research and ~~the timing of required~~development, investments in inventory and instrument sets to support our ~~customers. We have experienced negative~~customers, as well as other operating ~~cash flows for all historical periods presented and we expect these losses to continue into the foreseeable~~costs. Our future ~~particularly as the COVID-19 pandemic impacts operations and surgical volumes. The severity of the impact of the COVID-19 pandemic on our business~~capital requirements will depend on ~~a number of~~many factors including ~~but not limited~~our rate of revenue growth, the timing and extent of spending to support development efforts, the ~~duration, extent~~expansion of sales, marketing and ~~severity~~administrative activities, and the timing of introductions of new products and enhancements to existing products. As current borrowing sources become due, we may be required to access the pandemic and its impact on our customers, all of which are uncertain and cannot be predicted. To reduce expenditures and preserve cash, we recently implemented several cost-containment measures, including expense management programs and reductions in projected inventory and capital ~~spending.~~

As more fully described in Note 5, our existing credit agreements with MidCap and Squadron (collectively, the “current lenders”) include a financial covenant that requires us to maintain a minimum cash balance of $5.0 million. The minimum cash covenant converted to a minimum fixed charge coverage ratio as of April 1, 2020. We did not meet the fixed charge ratio as of April 2020 andmarkets for additional funding. If we are required to ~~certify our~~access the debt ~~covenant compliance~~market, we expect to be able to secure reasonable borrowing rates.

Cash was $191.1 million (including $103.3 million in an escrow account reserved for the acquisition of EOS) and $107.8 million at March 31, 2021 and December 31, 2020, respectively. The $83.3 million increase in cash was primarily due to the closing of the Private Placement on March 1, 2021, which generated proceeds of $131.8 million, net of offering costs, partially offset by the open market purchase of 2,665,694 outstanding EOS Shares and 157,167 OCEANEs in connection with our ~~lenders~~acquisition of EOS and increased activity related to our inventory and instrument set builds. The Private Placement proceeds are classified as mezzanine equity on our condensed consolidated balance sheet due to the contingent obligation to repurchase the Private Placement Shares in the event the Tender Offer is terminated, or the Offer is not completed by ~~May~~July 31, 2021.

Available borrowings under our Term Loan were $40.0 million at both March 31, 2021 and December 31, 2020. ~~In order~~We believe that our existing funds, cash generated from our operations and our existing sources of and access to ~~avoid a default on its existing credit agreements,~~financing are adequate to satisfy our needs for working capital, capital expenditure and debt service requirements, and other business initiatives we plan to ~~refinance its existing debt. This factor indicates substantial doubt exists, but our plans are to refinance the debt.~~strategically pursue.

On May 9, 2020, we executed a commitment letter for $35.0 million in additional secured financing from Squadron. This capital will be made available under the same material terms and conditions as the existing term loan with Squadron. Under the terms of the amended facility, the maturity date on the entire term loan will be extended May 2025. A portion of the proceeds from the expanded facility will be used to retire the Company’s outstanding obligation under its working capital revolver with MidCap Funding. The expanded Squadron credit facility, as proposed, does not include any financial covenants. We expect this transaction to close before the end of May 2020.

We believe the credit refinancing of existing debt under the commitment letter with Squadron is probable to occur, and as such, alleviates any substantial doubt about our ability to continue as a going concern.

~~Amended Credit Facility,~~ Squadron Credit Agreement, Paycheck Protection Loan and Other Debt and Commitments

~~Our Amended Credit Facility~~We have an $85.0 million Term Loan with ~~MidCap provides for a revolving credit commitment up to $22.5 million. As of March 31, 2020, $11.9 million was outstanding under the revolving line of credit.~~

Squadron Medical which matures on June 30, 2026. The ~~revolving line of credit accrues~~Term Loan bears interest at ~~LIBOR~~London Interbank Offered Rate (“LIBOR”) plus ~~6.0%, reset monthly. At March 31, 2020,~~8.0% per annum (subject to a 9.0% floor and 12.0% ceiling). Interest-only payments are due monthly until December 2023 and joined by $1.0 million monthly principal payments beginning December 2023. Any remaining principal amounts of the ~~revolving line of credit carried an~~Term Loan will be due on June 30, 2026. In addition to paying interest on outstanding principal on the Term Loan, we will pay a commitment fee at a rate of ~~7.58%. The borrowing base is determined based on~~1.0% per annum to Squadron Medical in respect of the ~~value of domestic eligible accounts receivable.~~unutilized Term Loan. As collateral for the ~~Amended Credit Facility, MidCap~~Term Loan, Squadron Medical has a first lien security interest in ~~accounts receivable and a second lien on substantially~~ all ~~other~~of our assets. ~~The Amended Credit Facility also includes several event~~Our obligation outstanding under the Term Loan as of default provisions, such as payment default, insolvency conditions and a material adverse effect clause, which could cause interest to be charged at a rate which is up to five percentage points above the rate effective immediately before the event of default or result in MidCap’s right to declare all outstanding obligations immediately due and payable.March 31, 2021 was $45.0 million.

On ~~November 6, 2018,~~April 23, 2020, we ~~closed~~received the ~~$35 million Term Loan with Squadron for net~~ proceeds from a loan in the amount of approximately ~~$34.1~~$4.3 million ~~which were partially used~~(the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant to ~~retire our existing $29.2 million term debt with Globus. In addition, in June 2019, we took a draw~~the Paycheck Protection Program (“PPP”) of ~~$10 million from our total available $30 million expanded credit facility with Squadron.~~the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The ~~total debt outstanding with Squadron has a five-year maturity~~PPP Loan matures on April 21, 2022 and bears interest at ~~LIBOR plus 8% (10.0%~~a rate of 1.0% per annum. Commencing August 21, 2021, we are required to pay the lender equal monthly payments of principal and interest as required to fully amortize by April 21, 2022 the principal amount outstanding on the PPP Loan as of the date prescribed by guidance issued by the U.S. Small Business Administration (“SBA”). The PPP Loan is evidenced by a promissory note dated April 21, 2020, which contains customary events of default relating to, among other things, payment defaults and breaches of representations and warranties. We may prepay the PPP Loan at any time prior to maturity with no prepayment penalties.

All or a portion of the PPP Loan may be forgiven by the SBA upon application. We submitted our application for forgiveness of the loan in November 2020, which was still under review as of March 31, 2020) per annum. The credit agreement specifies a minimum interest rate of 10% and a maximum of 13% per year. Interest-only payments are due monthly through May 2021, followed by $10 million in principal payable in 29 equal monthly installments beginning June 2021 and a $25 million lump-sum payment payable at maturity in November 2023. As collateral2021. Under the CARES Act, loan forgiveness is available for the ~~Term~~sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the twenty-four-week period, beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $100,000, prorated annually. Not more than 25% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. In the event the PPP Loan, ~~Squadron has a first lien security interest~~or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. We used all of the proceeds from the PPP Loan to retain employees and maintain payroll. Although we have applied for loan forgiveness as afforded by the PPP, we cannot provide assurance that such loan forgiveness will be granted in ~~substantially all assets except for accounts receivable.~~whole or in part.

We entered into an Inventory Financing Agreement whereby we may draw up to ~~$3.0~~$6.0 million for the purchase of inventory to accrue interest at a rate of LIBOR plus 8%8.0% and also includes a ~~10%~~10.0% floor and ~~13%~~13.0% ceiling. All principal will become due and payable upon maturity on November 6, 2023 and all interest will be paid monthly. Should we elect to prepay the Squadron ~~credit agreement,~~Term Loan, all amounts due under the Inventory Financing Agreement will become mandatorily due. Our obligation outstanding under the Inventory Financing Agreement as of March 31, 2021 was $5.1 million.

As of March 31, 2021, we have made $46.1 million in Orthotec settlement payments and there remains an aggregate amount of $11.7 million in Orthotec settlement payments (including accrued and future interest) to be paid by us.

We entered into a distribution agreement with a third-party provider in January 2020 in which we are obligated to certain minimum purchase requirements related to inventory and equipment leases. As of March 31, 2021, the minimum purchase commitment required by us under the agreement was $2.6 million to be paid over a three-year period.

Our various debt agreements include several event of default provisions, such as payment default, insolvency conditions and a material adverse effect clause, which could cause interest to be charged at a rate which is up to five percentage points above the rate effective immediately before the event of default or result in our lenders’ rights to declare all outstanding obligations immediately due and payable. Furthermore, the credit agreements contain various covenants, including various negative covenants including a $5 million minimum liquidity requirement through March 31, 2020. The minimum liquidity covenant will be replaced by a fixed charge ratio, pursuant to which operating cash to fixed charges (as defined) must equal at least 1:1 on a rolling 12-month basis, beginning April 2020.payable We were in compliance with the covenants under the ~~credit~~debt agreements at March 31, ~~2020.~~

As of March 31, 2020, we have made $41.7 million in Orthotec settlement payments and there remains an aggregate $16.1 million of Orthotec settlement payments (including accrued and future interest) to be paid by us.2021.

We used net cash of ~~$17.0~~$18.6 million from operating activities for the three months ended March 31, ~~2020.~~2021. During this period, net cash used in operating activities consisted of our net loss adjusted for ~~$11.4~~$12.8 million of non-cash adjustments including depreciation and amortization, ~~depreciation,~~ stock-based compensation, ~~provision for doubtful accounts, provision for excess and obsolete inventory, interest expense related to~~ amortization of debt discount and issuance costs, amortization of ROU assets, provision for excess and ~~loss~~obsolete inventory, losses on the disposal of instruments, a loss on the impairment of an intangible asset, a loss on the fair value of investments and ~~$5.6~~$8.5 million use of cash related to working capital and other ~~assets.~~assets and liabilities.

We used cash of ~~$2.6~~$26.0 million in investing activities for the three months ended March 31, ~~2020~~2021 which is primarily ~~for~~related to the purchase of surgical instruments to support the commercial launch of new ~~products.~~products, capital expenditures related to the move to our new corporate headquarters facility, the purchase of outstanding debt and equity securities related to our acquisition of EOS and a realized loss on the settlement of the forward contract we entered into on December 18, 2020, which was settled on March 2, 2021.

Financing activities ~~used a negligible amount~~provided $130.8 million of cash for the three months ended March 31, ~~2020,~~2021, primarily ~~attributed~~related to ~~net payments under~~proceeds from the ~~lines~~closing of ~~credit of $0.9 million,~~the Private Placement on March 1, 2021, partially offset by ~~proceeds of $0.8 million from warrant and stock option~~cash paid in connection with exercises ~~and purchases~~ of common stock ~~under our employee stock purchase plan.~~for net exercise tax withholdings.

Total contractual obligations and commercial commitments as of March 31, ~~2020~~2021 are summarized in the following table (in thousands):

	Payment Due by Year														Payment Due by Year
	Total		2020 (remainder)		2021		2022		2023		2024		Thereafter		Total		2021 (remainder)		2022		2023		2024		2025		Thereafter
Amended Credit Facility with MidCap	$	12,522	$	—	$	—	$	12,522	$	—	$	—	$	—
Paycheck Protection Program															$	4,270	$	2,344	$	1,926	$	—	$	—	$	—	$	—
Inventory financing		2,988		—		—		—		2,988		—		—		5,192		—		—		5,192		—		—		—
Squadron Term Loan		45,000		—		4,483		7,685		32,832		—		—
Squadron Medical Term Loan																45,000		—		—		1,000		12,000		12,000		20,000
Interest expense		20,019		5,246		6,311		5,612		2,850		—		—		19,539		3,583		4,638		4,590		3,522		2,416		790
Note payable for software agreements and insurance premiums		885		885		—		—		—		—		—
Note payable for software agreements, insurance premiums and PP&E																1,523		1,458		23		24		18		—		—
Capital lease obligations		102		28		37		37		—		—		—		376		97		141		104		34		—		—
Facility lease obligations⁽³⁾⁽¹⁾		32,159		1,218		1,550		2,976		3,025		3,116		20,274		35,034		777		3,393		3,479		3,569		3,662		20,154
Other operating lease obligations		415		226		189		—		—		—		—
Other purchase commitments and operating lease obligations																2,784		2,767		17		—		—		—		—
Litigation settlement obligations, gross⁽²⁾		16,133		3,300		4,000		4,400		4,400		33		—		11,733		2,900		4,400		4,400		33		—		—
Guaranteed minimum royalty obligations		5,124		696		918		918		918		918		756
Guaranteed minimum royalty obligations & milestones⁽³⁾																6,745		696		918		918		918		2,752		543
License agreement milestones⁽¹⁾⁽⁴⁾		2,250		—		700		450		650		250		200		2,550		750		890		390		240		40		240
Total	$	137,597	$	11,599	$	18,188	$	34,600	$	47,663	$	4,317	$	21,230	$	134,746	$	15,372	$	16,346	$	20,097	$	20,334	$	20,870	$	41,727

~~In January 2016, we~~On April 9, 2021, the Company entered into a new lease agreement ~~or the Building Lease,~~ for a new distribution center which consists of approximately 75,643 square feet of office ~~engineering,~~ and ~~research and development~~warehouse space in ~~Carlsbad, California with~~Memphis, Tennessee. The term of the new lease commenced on May 1, 2021 and will terminate on May 1, 2028, subject to two thirty-six month options to renew. Base rent under the new building lease for the first twelve months of the term ~~through July 31, 2021. Under the Building Lease our monthly rent payable~~ is ~~approximately $105,000~~$14,667 per month ~~during~~and will increase to $18,792 per month for the first six-months of the second year of the term, and ~~increases~~increase to $28,426 for the final six-months of the second year of the term. Thereafter base rent will increase annually by ~~approximately $3,000 each year thereafter.~~3% throughout the remainder of the lease.

On December 4, 2019, we entered into a new lease agreement, or ~~new~~New Building Lease, for a new headquarters location which ~~will consist~~consists of 121,541 square feet of office, engineering, and research and development space in Carlsbad, California. The term of the ~~new~~New Building Lease commenced on February 1, 2021 and is ~~currently anticipated~~expected to ~~commence November 15, 2020 and~~ terminate ~~November 30, 2030,~~January 31, 2031, subject to two ~~(2) sixty (60) month~~sixty-month options to renew. Base rent under the New Building Lease for the first twelve months of the term will be $195,000 per month subject to full abatement during months two through ten. Base rent for the second year of the term will be $244,115 per month and thereafter will increase annually by 3%3.0%. At the beginning of each exercised option period, base rent will be adjusted to the market rental value, and thereafter will increase annually by 3%3.0% through the end of such option period.

Aside from newly implemented accounting policies related to leases discussed above under “Critical Accounting Policies and Estimates” and for the changes disclosed in Note 2 to the Notes to Condensed Consolidated Financial Statements (Unaudited) under the heading “Recent Accounting Pronouncements,” there have been no new accounting pronouncements or changes to accounting pronouncements during the three months ended March 31, ~~2020,~~2021, as compared to the recent accounting pronouncements described in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, that was filed with the SEC on March ~~17, 2020.~~5, 2021.

This Quarterly Report on Form 10-Q incorporates a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding:

Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q may turn out to be wrong. They can be affected by inaccurate assumptions and/or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this Quarterly Report on Form 10-Q will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from expected results.

We also provide a cautionary discussion of risks and uncertainties under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and any updates to those risk factors filed from time to time in our subsequent periodic and current reports filed with the SEC. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed there could also adversely affect us.

Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “estimate,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “continue,” “project,” and similar expressions are intended to identify forward-looking statements. There are a number of factors and uncertainties that could cause actual events or results to differ materially from those indicated by such forward-looking statements, many of which are beyond our control, including the factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 and any updates to those risk factors filed from time to time in our subsequent periodic and current reports filed with the SEC. In addition, the forward-looking statements contained herein represent our estimate only as of the date of this filing and should not be relied upon as representing our estimate as of any subsequent date. While we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

Other outstanding debt consists of various variable rate instruments, including debt outstanding under the ~~Amended Credit Facility with MidCap and the~~ Term Loan with Squadron.

Our borrowings under our credit facilities expose us to market risk related to changes in interest rates. As of March 31, ~~2020,~~2021, our outstanding floating rate indebtedness totaled ~~$59.9~~$49.3 million. The primary base interest rate is the LIBOR rate. Assuming the outstanding balance on our floating rate indebtedness remains constant over a year, a ~~100 basis~~100-basis point increase in the interest rate would decrease pre-tax income and cash flow by approximately ~~$0.6~~$0.5 million.

We purchase raw materials that are processed from commodities, such as titanium and stainless steel. These purchases expose us to fluctuations in commodity prices. Given the historical volatility of certain commodity prices, this exposure can impact our product costs. However, because our raw material prices comprise a small portion of our cost of revenue, we have not experienced any material impact on our results of operations from changes in commodity prices. A 10% change in commodity prices would not have had a material impact on our results of operations for the three months ended March 31, ~~2020.~~2021.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed ~~by us~~ in our reports ~~that we file or submit pursuant to~~under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time ~~periods~~lines specified in the ~~Securities and Exchange Commission’s, or SEC's,~~SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow ~~for~~ timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management ~~recognizes~~recognized that any controls and procedures, no matter how well designed and operated, can only provide ~~only~~ reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management isnecessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of ~~our~~the Company’s disclosure controls and procedures (as ~~such term is~~ defined in ~~Exchange Act~~SEC Rules ~~13a-15(e)~~13a - 15(e) and ~~15d-15(e)~~15d - 15(e)) as of ~~the end of the period covered by this report.~~March 31, 2021. Based on ~~this~~such evaluation, our ~~Company’s Chief Executive Officer and Chief Financial Officer have~~management has concluded that ~~our~~as of March 31, 2021, the Company’s disclosure controls and procedures ~~were effective at the reasonable level of assurance.~~

~~Previously Reported Material Weaknesses in Internal Control over Financial Reporting~~

As reported in in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified deficiencies in our internal controls over financial reporting related to our revenue and inventory cycles whereby the review of sales orders and inventory transfers were not properly applied to a portion of orders during the year. We reported these deficiencies to the Audit Committee of our Board of Directors and a material weakness related to these deficiencies existed at December 31, 2019.

The material weakness related to the lack of sufficient review over sales order and inventory transfers resulted in a reasonable possibility that a material misstatement of our revenue and inventory in the annual or interim financial statements may not be prevented or detected on a timely basis. To remediate the deficiencies described above and prevent similar deficiencies in the future, we developed and implemented a remediation plan during the first quarter of 2020 which included:

Although we have implemented these remediation efforts, the deficiencies will not be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Any actions we have taken or may take to remediate these deficiencies are subject to continued management review supported by testing, as well as oversight by the Audit Committee of our Board of Directors.

We cannot provide complete assurance that other material weaknesses or significant deficiencies will not occur in the future or that we will be able to remediate such weaknesses or deficiencies in a timely manner. The occurrence of such material weaknesses or our inability to remediate these deficiencies could impair our ability to accurately and timely report our financial position, results of operations or cash flows.effective.

~~Except as described above, there~~There have been no changes to our internal control over financial reporting during ~~our most recent fiscal quarter~~the three months ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Despite most of our employees working remotely due to the current COVID-19 pandemic, we have not experienced any material impact to our internal control over financial reporting. We will continue to monitor the COVID-19 situation to assess and minimize any impact on the design and operating effectiveness of our internal control over financial reporting.

We are and may become involved in various legal proceedings arising from our business activities. While the Company has no material accruals for pending litigation or claims for which accrual amounts are not disclosed in the Company’s condensed consolidated financial statements, litigation is inherently unpredictable, and depending on the nature and timing of a proceeding, an unfavorable resolution could materially affect our future consolidated results of operations, cash flows or financial position in a particular period. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual or disclosure in our condensed consolidated financial statements. An estimated loss contingency is accrued in our condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, we may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against us may be unsupported, exaggerated or unrelated to reasonably possible outcomes, and as such are not meaningful indicators of our potential liability.

Refer to Note 6 to the Notes to Condensed Consolidated Financial Statements included in Item 1, Part I of this Quarterly Report on Form 10-Q for further information regarding the NuVasive, Inc. litigation.

There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, filed with the SEC on March ~~17, 2020~~05, 2021 except for those noted below:

Borrowings under certain of our funding arrangements bear an interest rate based on certain tenors of the London interbank offered rate (“LIBOR”) plus a credit spread. In ~~December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including~~July 2017, the United ~~States, and several European countries. To date, COVID-19 has had, and may continue~~Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that, after 2021, it will stop compelling banks to ~~have, an adverse impact~~submit rates for the calculation of LIBOR. The discontinuation, reform, or replacement of LIBOR could result in interest rate increases on our operations, supply chains, distribution channels and expenses as a result of the preventive and precautionary measures that we, our customers, other businesses, and governments are taking, including the deferral of elective medical procedures and diversion of capital and other resources. Due to these impacts and measures, we have experienced and may continue to experience significant and unpredictable reductions in the demand for our products as healthcare customers divert medical resources and priorities towards the treatment of the disease. For example, as COVID-19 reached a global pandemic level in the month of March 2020, we experienced significant decline in procedure volume in the U.S., as healthcare systems diverted resources to meet the increasing demands of managing COVID-19. In addition, the American College of Surgeons, U.S. surgeon general, and other public health bodies have recommended delaying elective surgeries during the COVID-19 pandemic, and surgeons and medical societies are evaluating the risks of minimally invasive surgeries in the presence of infectious diseases, which we expect will continue to negatively impact the usage of our products and procedures performed.

Due to the COVID-19 outbreak, we have experienced significant business disruptions, including restrictions on our ability to sell, distribute and service our products, temporary closures of our facilities and the facilities of our suppliers and their contract manufacturers, as well as reduction in access to our customers due to diverted resources and priorities and the business hours of hospitals as governments institute prolonged shelter-in-place and/or self-quarantine mandates. For example, our corporate headquarters located in California has instituted shelter-in-place orders applicable to our employees in that region. These unprecedented measures to slow the spread of the virus taken by local governments and health care authorities globally, including the deferral of elective medical procedures and social distancing measures, have had, and will continue to have, a significant negative impact on our operations and financial results.

As a result of the shelter-in-place orders implemented by state and local governments, we have instituted a remote work environment which has impacted our employees working at our California headquarters. The remote work environment makes us more susceptible to fraud, system interruptions and similar errors that from time to time result in lost funds or delayed transactions. To date, our email and computer systems have been subject to and are likely to continue to be the target of, fraudulent attacks, including attempts to cause us to improperly transfer funds or defraud our vendors into improperly transferring funds meant for us. These attacks have increased in frequency and sophistication. When a fraud is successfully perpetrated, funds transferred to a fraudulent recipient are often times not recoverable, and, in certain instances, we may be liable for those unrecovered funds. While we have greatly enhanced our automated and manual controls to mitigate this risk, there can be no assurance that such controls will prevent or detect such attempts, which may result in financial losses or other adverse consequencesfunding arrangements, which could ~~be material to us.~~

~~In addition, the COVID-19 pandemic has adversely affected, and may continue to~~ adversely affect ~~the economies~~our cash flows and financial markets of many countries, which may result in a period of regional, national, and global economic slowdown or regional, national, or global recessions that could curtail or delay spending by hospitals and affect demand for our products as well as increased risk of customer defaults or delays in payments. COVID-19 and the current financial, economic, and capital markets environment, and future developments in these and other areas present material uncertainty and risk with respect to our performance, financial condition, volume of business, results of operations, and cash flows. Due to the uncertain scope and duration of the pandemic and uncertain timing of global recovery and economic normalization, we are unable to estimate the impacts on our operations and financialoperating results. ~~As a result, we have withdrawn our full year 2020 financial and procedure guidance.~~

Effective April 5, 2020, the Company implemented a voluntary salary-to-equity conversion program for certain employees whose annual payroll costs exceed $100,000, including the Company’s executive officers. The program permits each participant to make a voluntary election to reduce the participant’s compensation rate through July 11, 2020 from 10% to 75%. In exchange for the compensation reduction, each participant will be granted a restricted stock unit equal to the dollar amount of compensation reduction divided by the 30-day volume weighted average price of the Company’s common stock as of close of market on April 3, 2020. The restricted stock units granted under the program will fully vest on July 10, 2020. The restricted stock units will also vest upon a change in control of the Company and will be subject to certain accelerated vesting in the event of the participant’s death or disability. The temporary reduction in compensation to the participants shall not be treated as a reduction in base annual salary rate for purposes of any other benefits plans in which the participants are enrolled or eligible to participate, including in any bonus plans of the Company.None.

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 thereunto duly authorized.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $.0001 per share	ATEC	The NASDAQ Global Select Market

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31, ~~2020~~2021 (unaudited) and December 31, ~~2019~~2020	3

	Condensed Consolidated Statements of Operations for the Three ~~Months Ended~~months ended March 31, 2021 and 2020 ~~and 2019~~ (unaudited)	4

	Condensed Consolidated Statements of Comprehensive Loss for the Three ~~Months Ended~~months ended March 31, 2021 and2020 ~~and 2019~~ (unaudited)	5

	Condensed Consolidated Statements of Stockholders’ Equity for the Three ~~Months Ended~~months ended March 31, ~~2020~~ 2021 and ~~2019~~2020 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows for the Three ~~Months Ended~~months ended March 31, ~~2020~~2021 and ~~2019~~2020 (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3433

Item 4.	Controls and Procedures	34

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3635

Item 1A.	Risk Factors	3635

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3735

Item 5.	Other Information	3735

Item 6.	Exhibits	3836

SIGNATURES		3937

	Level 3 Liabilities			Level 3 Liabilities
Balance at January 1, 2020	$	266
Balance at January 1, 2021				$	1,668
Vested portion of liability classified equity award		107			258
Change in fair value measurement		(238	)		199
Balance at March 31, 2020	$	135
Balance at March 31, 2021				$	2,125

	March 31, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Raw materials	$	5,402		$	5,822		$	6,182		$	6,064
Work-in-process		2,052			1,578			2,303			1,982
Finished goods		56,005			51,669			80,597			67,892
		63,459			59,069			89,082			75,938
Less reserve for excess and obsolete finished goods		(25,587	)		(24,215	)		(31,706	)		(29,937	)
Inventories, net	$	37,872		$	34,854		$	57,376		$	46,001

	Useful lives (in years)		March 31, 2020			December 31, 2019			Useful lives (in years)		March 31, 2021			December 31, 2020
Surgical instruments		4	$	59,807		$	58,502			4	$	94,932		$	76,669
Machinery and equipment		7		6,426			6,038			7		8,401			6,562
Computer equipment		3		3,879			3,594			3		4,891			4,206
Office furniture and equipment		5		1,351			1,297			5		3,511			1,380
Leasehold improvements	various			1,761			1,761		various			1,876			1,761
Construction in progress	n/a			216			496		n/a			1,680			2,738
				73,440			71,688					115,291			93,316
Less accumulated depreciation and amortization				(52,521	)		(51,966	)				(59,167	)		(56,646	)
Property and equipment, net			$	20,919		$	19,722				$	56,124		$	36,670

~~Large accelerated~~Large-accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

	Common stock				Series A Convertible Preferred Stock					Series B Convertible Preferred Stock				Additional paid-in			Shareholder note			Treasury			Accumulated other comprehensive		Accumulated			Total stockholders’
	Shares		Par Value		Shares			Par Value		Shares		Par Value		capital			receivable			stock			income (loss)		deficit			equity
Balance at January 1, 2019		43,368	$	4		4		$	—		—	$	—	$	523,525		$	(5,000	)	$	(97	)	$	1,064	$	(501,922	)	$	17,574
Stock-based compensation		—		—		—			—		—		—		1,565			—			—			—		—			1,565
Distributor equity incentives		15		—		—			—		—		—		42			—			—			—		—			42
Common stock issued for conversion of Series A preferred stock		1,858		—		(4	)		—		—		—		—			—			—			—		—			—
Recognition of beneficial conversion feature - SafeOp Convertible Notes		—		—		—			—		—		—		242			—			—			—		—			242
Common stock issued for stock option exercises		8		—		—			—		—		—		14			—			—			—		—			14
Common stock issued for vesting of restricted stock awards, net of shares repurchased for tax liability		442		—		—			—		—		—		(183	)		—			—			—		—			(183	)
Issuance of common stock for acquisition of SafeOp - Milestone 2		887		—		—			—		—		—		2,889			—			—			—		—			2,889
Foreign currency translation adjustments		—		—		—			—		—		—		—			—			—			75		—			75
Net loss		—		—		—			—		—		—		—			—			—			—		(12,968	)		(12,968	)
Balance at March 31, 2019		46,578	$	4		—		$	—		—	$	—	$	528,094		$	(5,000	)	$	(97	)	$	1,139	$	(514,890	)	$	9,250

Year Ending December 31,
Remainder of 2020	$	1,428
2021		1,888
Remainder of 2021			$	1,552
2022		1,888		1,993
2023		1,888		1,993
2024		1,785		1,890
2025				1,305
Thereafter		16,288		15,396
	$	25,165	$	24,129

Undiscounted lease payments:
Year Ending December 31,
Remainder of 2020	$	1,114
2021		916
Remainder of 2021				$	874
2022		39			3,534
2023					3,583
2024					3,603
2025					3,662
Thereafter					20,154
Total undiscounted lease payments		2,069			35,410
Less: present value adjustment		(154	)		(13,172	)
Operating lease liability		1,915			22,238
Less: current portion of operating lease liability		(1,356	)		(1,486	)
Operating lease liability, less current portion	$	559		$	20,752

	March 31 2020			December 31, 2019			March 31, 2021			December 31, 2020
Litigation settlement obligation - short-term portion	$	4,400		$	4,400		$	4,000		$	4,000
Litigation settlement obligation - long-term portion		9,865			10,712			6,721			7,634
Total		14,265			15,112			10,721			11,634
Future Interest		1,868			2,121
Future interest								1,012			1,199
Total settlement obligation, gross		16,133			17,233			11,733			12,833
Related party receivable - included in stockholders' equity		(5,000	)		(5,000	)		(2,900	)		(4,000	)
Total settlement obligation, net	$	11,133		$	12,233		$	8,833		$	8,833

	As of March 31,				As of March 31,
	2020		2019		2021		2020
Series A Convertible Preferred Stock						29		67
Options to purchase common stock		4,195		4,670		3,898		4,195
Unvested restricted share awards		6,487		3,761		8,866		6,487
Series A Convertible Preferred Stock		67		164
Warrants to purchase common stock		24,372		22,302		21,594		24,372
Total		35,121		30,897		34,387		35,121

Stock options outstanding			~~4,195~~3,898
Unvested restricted stock award			~~6,487~~8,866
Employee stock purchase plan			~~114~~216
Series A convertible preferred stock			6729
Warrants outstanding			~~24,325~~21,594
Authorized for future grant under the Distributor and Development Services plans			~~3,908~~7,751
Authorized for future grant under the Management Objective Strategic Incentive Plan			~~445~~345
Authorized for future grant under the Company equity plans			~~1,092~~3,963
Total			~~40,633~~46,662

	Number of Warrants		Strike Price
2017 Common Stock Warrants		3,107,000	$	2.00
2017 Banker Warrants		148,554	$	2.50
2018 Common Stock Warrants		11,663,147	$	3.50
Merger Warrants		2,199,682	$	3.50
Executive		1,327,434	$	5.00
Squadron Capital		845,000	$	3.15
Squadron Capital		4,838,710	$	2.17
Other		195,312	$	3.85	*
Total		24,324,839

	Number of Warrants		Strike Price		Expiration
2017 PIPE Warrants		2,962,000	$	2.00	June 2022
2018 PIPE Warrants		9,231,903	$	3.50	May 2023
SafeOp Surgical Merger Warrants		1,194,943	$	3.50	May 2023
2018 Squadron Medical Warrants		845,000	$	3.15	May 2027
2019 Squadron Medical Warrants		4,838,710	$	2.17	May 2027
2020 Squadron Medical Warrants		1,075,820	$	4.88	May 2027
Executive Warrants		1,327,434	$	5.00	December 2022
Other*		117,812	$	3.85	Various through May 2023
Total		21,593,622

Balance at January 1, 2020	$	24
Accrued restructuring charges		—
Payments		(7	)
Balance at March 31, 2020	$	17

	Three Months Ended March 31,								Increase (Decrease)						Three Months Ended March 31,								Increase (Decrease)
	2020				2019				$			%			2021				2020				$			%
U.S. revenue by distributor type:
Strategic distribution	$	25,992	89	%	$	19,372	84	%	$	6,620			34	%	$	41,674	95	%	$	25,992	89	%	$	15,682			60	%
Legacy and terminated distribution		3,078	11	%		3,583	16	%		(505	)		-14	%		2,042	5	%		3,078	11	%		(1,036	)		(34	%)
Total U.S. revenue	$	29,070	100	%	$	22,955	100	%	$	6,115			27	%	$	43,716	100	%	$	29,070	100	%	$	14,646			50	%


10.1		~~U.S. Small Business Administration Paycheck Protection Program Note~~Employment Agreement by and among J. Todd Koning, Alphatec Spine, Inc., and Alphatec Holdings, Inc., effective as of April 19, 2021 ⁽¹⁾

~~10.2~~		~~David Sponsel Severance Agreement~~⁽¹⁾

~~10.3~~		~~Eric Dasso Severance Agreement~~ ⁽¹⁾

~~10.4~~		~~Kelli Howell Severance Agreement~~⁽¹⁾

~~10.5~~		~~Mark Ojeda Severance Agreement~~⁽¹⁾

31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Alphatec Holdings, Inc. Quarterly Report on Form 10-Q for the Three ~~Months~~months ended ~~March~~ March��31, ~~2020,~~2021, formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited) as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the Three ~~Months Ended~~months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iii) Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three ~~Months Ended~~months ended March 31, ~~2020~~2021 and ~~2019,~~2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three ~~Months Ended~~months ended March 31, ~~2020~~2021 and ~~2019~~2020 (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three ~~Months Ended~~months ended March 31, ~~2020~~2021 and ~~2019,~~2020, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

	~~(1)~~	~~Filed herein~~
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

⁽¹⁾ Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on April 8, 2021.

	ALPHATEC HOLDINGS, INC.

	By:	/s/ Patrick S. Miles
		Patrick S. Miles
		Chairman and Chief Executive Officer
		(principal executive officer)

~~By:~~	~~/s/ Jeffrey G. Black~~
	~~Jeffrey G. Black~~By:	/s/ J. Todd Koning
		J. Todd Koning
		Executive Vice President and Chief Financial Officer
		(principal financial officer and principal accounting officer)