| Item 2.02 | Results of Operations and Financial Condition. |
On January 18, 2022, Surgalign Holdings, Inc. (the “Company”) issued a press release (the “Press Release”) announcing, among other items, its preliminary financial results for the quarter and year ended December 30, 2021. A copy of the Press Release is furnished herewith as Exhibit 99.1.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
| Item 7.01. | Regulation FD Disclosure. |
The Press Release issued by the Company on January 18, 2022 announced, among other items, the receipt of 510(k) clearance (the “HOLO 510(k) Clearance”) from the U.S. Food and Drug Administration for the HOLO Portal surgical guidance system for use within lumbar spine procedures. A copy of the Press Release is furnished herewith as Exhibit 99.1.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
On January 12, 2022, the Company entered into that certain Second Amendment to Stock Purchase Agreement (the “Second Amendment”), with Roboticine, Inc, a Delaware corporation (together with its affiliates, the “Seller”), Holo Surgical S.A., a Polish joint-stock company (“Holo S.A.”), Pawel Lewicki, PhD (“Lewicki”), and Krzysztof Siemionow, MD, PhD (“Siemionow”), which amends that certain Stock Purchase Agreement, dated as of September 29, 2020 (as so amended, the “Purchase Agreement”), by and among the Company, the Seller, Holo S.A., Lewicki and Siemionow, as amended by that First Amendment to Stock Purchase Agreement, dated as of October 23, 2020 (the “First Amendment”). Among other items, the Second Amendment extends the time period for achievement of the first milestone. Lewicki is a member of the Board of Directors of the Company and Siemionow is the Chief Medical Officer of the Company.
The description of the Second Amendment set forth under this Item 8.01 does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second Amendment, a copy of which is attached to this Current Report as Exhibit 99.2 and is incorporated in this Current Report by reference.
On January 14, 2022, the Company received the HOLO 510(k) Clearance, the receipt of which satisfies the first milestone under the Purchase Agreement. As a result of satisfaction of the first milestone, the Seller will receive $10,000,000 in contingent consideration under the Purchase Agreement. The Purchase Agreement provides that the Company will issue common stock, par value $0.001 of the Company (“Common Stock”) to satisfy any contingent consideration payable to the Seller under the Purchase Agreement, until the total number of shares of Common Stock issued to the Seller pursuant to the Purchase Agreement (including the 6,250,000 shares of Common Stock previously issued on the Closing Date (as defined in the Purchase Agreement)) is equal to 14,900,000 shares of Common Stock. Following the attainment of that limitation, any contingent payments payable under the Purchase Agreement would be payable in cash. The number of shares of Common Stock issued as contingent consideration with respect to the achievement of the first milestone will be calculated based on the volume weighted average price of the Common Stock for the five (5) day trading period commencing on the opening of trading on the third trading day following the achievement of the first milestone. The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2020, and the First Amendment, a copy of which is filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2020, and the terms of which are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 99.1 | | Press Release of Surgalign Holdings, Inc., issued on January 18, 2022 |
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| 99.2 | | Second Amendment to Stock Purchase Agreement, dated as of January 12, 2022, by and among Surgalign Holdings, Inc., Roboticine, Inc, Holo Surgical S.A., Pawel Lewicki and Krzysztof Siemionow. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
