ATEC Alphatec Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2023

1950 Camino Vida Roble

Carlsbad, California 92008

(Address of Principal Executive Offices)

(760) 431-9286

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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.  ☐

and investments in property and equipment. The Company has undrawn and available borrowings under the Midcap Revolving Credit Facility and the Braidwell Term Loan.

Financial Outlook for the Full-Year 2023

The Company now anticipates full-year 2023 total revenue of $450 million compared to a prior expectation of $438 million, reflecting growth of approximately 28% year-over-year. This includes surgical revenue of approximately $393 million, compared to a prior expectation of $383 million, and approximately $57 million of EOS revenue, compared to a prior expectation of $55 million. The Company continues to expect to achieve non-GAAP adjusted EBITDA break-even for the full-year 2023.

The Company has not finalized its financial statement closing process for the first quarter ended March 31, 2023. Further detail will be provided when the Company reports first quarter 2023 financial results after market close on Thursday, May 4, 2023. As a result, the information announced is preliminary and based upon information available to the Company as of the date hereof. During the course of the Company’s closing process, items may be identified that would require the Company to make adjustments, which may be material, and as a result, the estimates included in this Current Report on Form 8-K are subject to risks and uncertainties, including possible adjustments to preliminary operating results.

The information included in this Current Report on Form 8-K pursuant to this Item 2.02 under the caption “First Quarter 2023 Preliminary Financial Results” shall be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, that incorporates by reference this Current Report on Form 8-K. The information included in this Current Report on Form 8-K pursuant to this Item 2.02 under the caption “Financial Outlook for the Full-Year 2023” shall be deemed to be furnished and not “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, that incorporates by reference this Current Report on Form 8-K.

benefit may not be achieved in the near term or at all.

The Company is not providing pro forma financial statements reflecting the impact of the Asset Transaction on its historical operating results.

The Company does not expect to file a Current Report on Form 8-K with financial information for the REMI Business and pro forma financial statement information and, as a result, it is not including any pro forma financial statement information in this Current Report on Form 8-K.

It is possible that the Company’s experience in operating the REMI Business will require it to adjust its expectations regarding the impact of the Asset Transaction on its operating results.

Third parties may terminate or alter existing contracts or relationships with the Company or the REMI Business.

The REMI Business has contracts with customers, licensors and other business partners which may require the consent from these other parties in connection with the Asset Transaction. If these consents cannot be obtained, the REMI Business may suffer a loss of potential future revenue and may lose rights that are material to the REMI Business. In addition, third parties with which the Company or the REMI Business currently have relationships may terminate or otherwise reduce the scope of their relationships with either or both parties in connection with or as a result of the Asset Transaction. Any such disruptions could limit the Company’s ability to achieve the anticipated benefits of the Asset Transaction. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Asset Transaction or the termination of the Asset Purchase Agreement.

The Company may have difficulty attracting, motivating and retaining key personnel and other employees in light of the Asset Transaction.

The REMI Business’ success after the Asset Transaction will depend in part on the Company’s ability to attract and retain key personnel and other employees. In connection with or as a result of the Asset Transaction, the Company may lose key personnel or may be unable to attract, retain and motivate qualified individuals, or the associated costs may increase. If the Company cannot retain employees of the REMI Business because of uncertainty relating to the Asset Transaction or the difficulty of integration or for any other reason, the Company’s ability to realize the anticipated benefits of the Asset Transaction could be reduced, and it may have a material adverse impact on the Company’s business and operations.

Litigation and other legal proceedings could require the expenditure of substantial resources and distract the Company’s personnel from being able to integrate the REMI Business into the Company’s business in a manner that enhances its value proposition to clients and facilitates other growth opportunities.

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, as well as its ability to successfully integrate the REMI Business into its business. For example, the Company is subject, from time to time, to product liability claims, intellectual property claims and claims brought by its competitors, including with respect to the hiring of employees. Such litigation or other legal proceedings, with or without merit, is unpredictable, generally expensive and time consuming and likely to divert significant resources from the Company’s business and from its efforts to integrate the REMI Business. Furthermore, because of the discovery that is required in connection with certain litigation, there is a risk that some of the Company’s confidential information could be compromised by disclosure. In addition, there could be public announcements of the results of trials, hearings, motions or other interim proceedings or developments and, if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of the Company’s common stock.

Inducement Awards Granted

As an inducement material to accepting employment with the Company, and in accordance with Nasdaq Listing Rule 5635(c)(4), the Compensation Committee of the Board of Directors approved aggregate grants to eighteen new employees (who are not executive officers) of, collectively, 22,741 restricted stock units (“RSUs”) under the Company’s 2016 Employment Inducement Award Plan. The RSUs will vest in equal annual installments on each of the first four anniversaries of the grant date, provided that the recipient remains continuously employed by the Company as of such vesting date. In addition, the RSUs will vest fully upon a change of control of the Company.

Cautionary Note Regarding Forward Looking Statements

This Current Report on Form 8-K and certain of the materials filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the potential benefits and synergies of the Asset Transaction, including the expected impact on future financial and operating results, post-

acquisition plans, and intentions, strategy and procedural integration; the Company’s expectations with respect to future revenue, growth and financial outlook; planned commercial launches, introductions, integration, regulatory submissions or clearances; the Company’s ability to create clinical distinction, compel surgeon adoption and earn market share; and the Company’s expectations with respect to future revenue, growth and financial outlook. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “expect,” “estimate,” “seek,” “predict,” “future,” “project,” “potential,” “continue,” “target” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements, such as those related to the Asset Transaction, are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this Current Report on Form 8-K or the materials furnished or filed herewith, including, without limitation, uncertainties related to market conditions, the effect of the announcement of the Asset Transaction on the Company’s ability to retain and hire key personnel and maintain relationships with customers and suppliers; risks related to potential litigation in connection with the Asset Transaction; the risk that the assets acquired will not be integrated successfully or that the benefits and synergies from the Asset Transaction may not be fully realized or may take longer to realize than expected; the uncertainty of success in developing new products or products currently in the pipeline; the uncertainties in the Company’s ability to execute upon its strategic operating plan; failure to achieve acceptance of the Company’s products by the surgeon community; failure to obtain FDA or other regulatory clearance or approval or unexpected or prolonged delays in the process; continuation of favorable third-party reimbursement; the Company’s ability to compete with other products or with emerging technologies; product liability exposure; an unsuccessful outcome in any litigation; and changes to our financial results for the quarter due to the completion of financial closing procedures. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as well as any subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s views only as of today and should not be relied upon as representing its views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, except as required by law. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.