|
|
|
|
|
Delaware
|
|
000-52024
|
|
20-2463898
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|||
5818 El Camino Real, Carlsbad, CA
|
|
92008
|
||
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
i.
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2016.
|
|
ii.
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2016.
|
|
iii.
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2015.
|
|
iv.
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014.
|
|
v.
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2013.
|
Exhibit No.
|
Description
|
2.1
|
First Amendment to Purchase and Sale Agreement, dated as of September 1, 2016, by and between Alphatec Holdings, Inc. and Globus Medical Ireland, Ltd.
|
99.1
|
Press Release, dated September 1, 2016
|
99.2
|
Unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 and unaudited pro forma condensed consolidated statements of operations for the for the six months ended June 30, 2016 and the years ended December 31, 2015, December 31, 2014 and December 31, 2013
|
|
|
|
|
|
|
|
|
|
ALPHATEC HOLDINGS, INC.
(Registrant)
|
|
|
|
||
Date: September 8, 2016
|
|
|
|
/s/ Ebun S. Garner, Esq.
|
|
|
|
|
Ebun S. Garner, Esq.
|
|
|
|
|
General Counsel and Senior Vice President
|
Exhibit No.
|
Description
|
2.1
|
First Amendment to Purchase and Sale Agreement, dated as of September 1, 2016, by and between Alphatec Holdings, Inc. and Globus Medical Ireland, Ltd.
|
99.1
|
Press Release, dated September 1, 2016
|
99.2
|
Unaudited pro forma condensed consolidated balance sheet as of June 30, 2016 and unaudited pro forma condensed consolidated statements of operations for the for the six months ended June 30, 2016 and the years ended December 31, 2015, December 31, 2014 and December 31, 2013
|
1.
|
Amendments to the Agreement.
The Agreement shall be amended as set forth below:
|
a)
|
Item number five in
Schedule 2.2(e)
to the Agreement is hereby amended and restated to read in its entirety as follows:
|
b)
|
Section 7.2(o)
of the Agreement is hereby amended and restated to read in its entirety as follows:
|
c)
|
Section 7.7
to the Agreement is hereby amended by adding the following as the last sentence to
Section 7.7
:
|
d)
|
Exhibit A to the Agreement is hereby amended and restated to read in its entirety as set forth on EXHIBIT A hereto.
|
e)
|
Schedule 7.7
to the Agreement is hereby attached to the Agreement in the form of EXHIBIT B hereto.
|
2.
|
No Other Modification
. Except as set forth in this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.
|
3.
|
Governing Law.
This Amendment shall be governed by and interpreted and enforced in accordance with the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
|
4.
|
Entire Agreement
. This Amendment, together with the Agreement, the Ancillary Agreements, the Schedules and the other documents, instruments and agreements specifically referred to herein or therein or delivered pursuant hereto or thereto set forth the entire understanding of the Parties.
|
5.
|
Counterparts
.
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.
|
6.
|
Conflicts.
In the event of any discrepancy between the provisions of this Amendment and any provision of the Agreement, then the provisions of this Amendment shall control.
|
ALPHATEC HOLDINGS, INC.
|
By:
/s/ Ebun S. Garner, Esq.
Name: Ebun S. Garner, Esq.
Title: General Counsel and SVP
|
•
|
Drew down $25M of the $30M credit facility from Globus upon closing;
|
•
|
Paid off the existing Deerfield credit facility balance and retired the credit facility;
|
•
|
Reduced the MidCap Financial term loan to a $5M balance; and
|
•
|
Reduced the MidCap Financial revolver commitment to $22.5M.
|
|
June 30, 2016
|
||||||||||||
|
As Reported
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||
Assets
|
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
|
||||||
Cash
|
$
|
9,322
|
|
|
$
|
34,485
|
|
|
A
|
|
$
|
43,807
|
|
Restricted cash
|
150
|
|
|
—
|
|
|
|
|
150
|
|
|||
Accounts receivable, net
|
36,515
|
|
|
(13,839
|
)
|
|
B
|
|
22,676
|
|
|||
Inventories, net
|
44,141
|
|
|
(9,911
|
)
|
|
B
|
|
34,230
|
|
|||
Prepaid expenses and other current assets
|
3,559
|
|
|
(828
|
)
|
|
B
|
|
2,731
|
|
|||
Total current assets
|
93,687
|
|
|
9,907
|
|
|
|
|
103,594
|
|
|||
Property and equipment, net
|
21,601
|
|
|
(6,683
|
)
|
|
B
|
|
14,918
|
|
|||
Intangible assets, net
|
19,756
|
|
|
(10,769
|
)
|
|
B
|
|
8,987
|
|
|||
Other assets
|
1,408
|
|
|
(617
|
)
|
|
B
|
|
791
|
|
|||
Total assets
|
$
|
136,452
|
|
|
$
|
(8,162
|
)
|
|
|
|
$
|
128,290
|
|
Liabilities and Stockholders’ Deficit
|
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
17,447
|
|
|
$
|
(567
|
)
|
|
B
|
|
$
|
16,880
|
|
Accrued expenses
|
30,459
|
|
|
(7,446
|
)
|
|
B
|
|
23,013
|
|
|||
Deferred revenue
|
799
|
|
|
(361
|
)
|
|
B
|
|
438
|
|
|||
Common stock warrant liabilities
|
1,145
|
|
|
(1,145
|
)
|
|
C
|
|
—
|
|
|||
Current portion of long-term debt
|
75,376
|
|
|
(27,083
|
)
|
|
D
|
|
48,293
|
|
|||
Total current liabilities
|
125,226
|
|
|
(36,602
|
)
|
|
|
|
88,624
|
|
|||
Long-term debt, less current portion
|
187
|
|
|
—
|
|
|
|
|
187
|
|
|||
Other long-term liabilities
|
33,800
|
|
|
(4,275
|
)
|
|
B
|
|
29,525
|
|
|||
Redeemable preferred stock
|
23,603
|
|
|
—
|
|
|
|
|
23,603
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
—
|
|
|||||
Stockholders’ deficit:
|
|
|
|
|
|
|
|
||||||
Common stock
|
10
|
|
|
—
|
|
|
|
|
10
|
|
|||
Treasury stock
|
(97
|
)
|
|
—
|
|
|
|
|
(97
|
)
|
|||
Additional paid-in capital
|
417,360
|
|
|
1,145
|
|
|
C
|
|
418,505
|
|
|||
Shareholder note receivable
|
(5,000
|
)
|
|
—
|
|
|
|
|
(5,000
|
)
|
|||
Accumulated other comprehensive loss
|
(19,547
|
)
|
|
(436
|
)
|
|
E
|
|
(19,983
|
)
|
|||
Accumulated deficit
|
(439,090
|
)
|
|
32,006
|
|
|
F
|
|
(407,084
|
)
|
|||
Total stockholders’ deficit
|
(46,364
|
)
|
|
32,715
|
|
|
|
|
(13,649
|
)
|
|||
Total liabilities and stockholders’ deficit
|
$
|
136,452
|
|
|
$
|
(8,162
|
)
|
|
|
|
$
|
128,290
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||
|
As Reported
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||
Revenues
|
$
|
88,551
|
|
|
$
|
(20,500
|
)
|
|
1
|
|
$
|
68,051
|
|
Cost of revenues
|
29,027
|
|
|
(1,785
|
)
|
|
1
|
|
27,242
|
|
|||
Amortization of acquired intangible assets
|
737
|
|
|
(737
|
)
|
|
1
|
|
—
|
|
|||
Gross profit
|
58,787
|
|
|
(17,978
|
)
|
|
|
|
40,809
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
5,747
|
|
|
—
|
|
|
|
|
5,747
|
|
|||
Sales and marketing
|
37,260
|
|
|
(9,526
|
)
|
|
2
|
|
27,734
|
|
|||
General and administrative
|
18,917
|
|
|
(5,262
|
)
|
|
2
|
|
13,655
|
|
|||
Amortization of acquired intangible assets
|
977
|
|
|
(633
|
)
|
|
2
|
|
344
|
|
|||
Restructuring expenses
|
789
|
|
|
—
|
|
|
|
|
789
|
|
|||
Total operating expenses
|
63,690
|
|
|
(15,421
|
)
|
|
|
|
48,269
|
|
|||
Operating loss
|
(4,903
|
)
|
|
(2,557
|
)
|
|
|
|
(7,460
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
36
|
|
|
(35
|
)
|
|
2
|
|
1
|
|
|||
Interest expense
|
(7,081
|
)
|
|
5,001
|
|
|
3
|
|
(2,080
|
)
|
|||
Other income (expense), net
|
1,284
|
|
|
(1,174
|
)
|
|
2, 4
|
|
110
|
|
|||
Total other income (expense)
|
(5,761
|
)
|
|
3,792
|
|
|
|
|
(1,969
|
)
|
|||
Pretax net loss
|
(10,664
|
)
|
|
1,235
|
|
|
|
|
(9,429
|
)
|
|||
Income tax provision
|
1,186
|
|
|
(1,103
|
)
|
|
2
|
|
83
|
|
|||
Net loss
|
$
|
(11,850
|
)
|
|
$
|
2,338
|
|
|
|
|
$
|
(9,512
|
)
|
|
|
|
|
|
|
|
|
||||||
Net loss per basic and diluted share
|
$
|
(0.12
|
)
|
|
|
|
|
|
$
|
(0.09
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Shares used in calculating basic and diluted net loss per share
|
101,721
|
|
|
3,223
|
|
|
4
|
|
104,944
|
|
|
Year Ended December 31, 2015
|
||||||||||||
|
As Reported
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||
Revenues
|
$
|
185,279
|
|
|
$
|
(46,665
|
)
|
|
1
|
|
$
|
138,614
|
|
Cost of revenues
|
63,742
|
|
|
(3,897
|
)
|
|
1
|
|
59,845
|
|
|||
Amortization of acquired intangible assets
|
1,453
|
|
|
(1,453
|
)
|
|
1
|
|
—
|
|
|||
Gross profit
|
120,084
|
|
|
(41,315
|
)
|
|
|
|
78,769
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
17,767
|
|
|
—
|
|
|
|
|
17,767
|
|
|||
In-process research and development
|
274
|
|
|
—
|
|
|
|
|
274
|
|
|||
Sales and marketing
|
70,856
|
|
|
(19,012
|
)
|
|
2
|
|
51,844
|
|
|||
General and administrative
|
34,867
|
|
|
(5,515
|
)
|
|
2
|
|
29,352
|
|
|||
Amortization of acquired intangible assets
|
2,400
|
|
|
(1,540
|
)
|
|
2
|
|
860
|
|
|||
Goodwill and intangible assets impairment
|
165,171
|
|
|
(908
|
)
|
|
2
|
|
164,263
|
|
|||
Restructuring expenses
|
1,188
|
|
|
—
|
|
|
|
|
1,188
|
|
|||
Total operating expenses
|
292,523
|
|
|
(26,975
|
)
|
|
|
|
265,548
|
|
|||
Operating loss
|
(172,439
|
)
|
|
(14,340
|
)
|
|
|
|
(186,779
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
53
|
|
|
(42
|
)
|
|
2
|
|
11
|
|
|||
Interest expense
|
(12,589
|
)
|
|
8,433
|
|
|
3
|
|
(4,156
|
)
|
|||
Other income (expense), net
|
6,980
|
|
|
(6,844
|
)
|
|
2, 4
|
|
136
|
|
|||
Total other income (expense)
|
(5,556
|
)
|
|
1,547
|
|
|
|
|
(4,009
|
)
|
|||
Pretax net loss
|
(177,995
|
)
|
|
(12,793
|
)
|
|
|
|
(190,788
|
)
|
|||
Income tax provision
|
681
|
|
|
421
|
|
|
2
|
|
1,102
|
|
|||
Net loss
|
$
|
(178,676
|
)
|
|
$
|
(13,214
|
)
|
|
|
|
$
|
(191,890
|
)
|
|
|
|
|
|
|
|
|
||||||
Net loss per basic and diluted share
|
$
|
(1.79
|
)
|
|
|
|
|
|
$
|
(1.87
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Shares used in calculating basic and diluted net loss per share
|
99,574
|
|
|
3,223
|
|
|
4
|
|
102,797
|
|
|
Year Ended December 31, 2014
|
||||||||||||
|
As Reported
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||
Revenues
|
$
|
206,980
|
|
|
$
|
(47,752
|
)
|
|
1
|
|
$
|
159,228
|
|
Cost of revenues
|
61,834
|
|
|
(4,587
|
)
|
|
1
|
|
57,247
|
|
|||
Amortization of acquired intangible assets
|
1,736
|
|
|
(1,736
|
)
|
|
1
|
|
—
|
|
|||
Gross profit
|
143,410
|
|
|
(41,429
|
)
|
|
|
|
101,981
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
16,799
|
|
|
—
|
|
|
|
|
16,799
|
|
|||
In-process research and development
|
527
|
|
|
—
|
|
|
|
|
527
|
|
|||
Sales and marketing
|
77,179
|
|
|
(21,312
|
)
|
|
2
|
|
55,867
|
|
|||
General and administrative
|
43,381
|
|
|
(8,010
|
)
|
|
2
|
|
35,371
|
|
|||
Amortization of acquired intangible assets
|
2,974
|
|
|
(2,141
|
)
|
|
2
|
|
833
|
|
|||
Restructuring expenses
|
706
|
|
|
(706
|
)
|
|
2
|
|
—
|
|
|||
Total operating expenses
|
141,566
|
|
|
(32,169
|
)
|
|
|
|
109,397
|
|
|||
Operating income (loss)
|
1,844
|
|
|
(9,260
|
)
|
|
|
|
(7,416
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
10
|
|
|
1
|
|
|
2
|
|
11
|
|
|||
Interest expense
|
(13,616
|
)
|
|
369
|
|
|
2
|
|
(13,247
|
)
|
|||
Other income (expense), net
|
(33
|
)
|
|
2,535
|
|
|
2
|
|
2,502
|
|
|||
Total other income (expense)
|
(13,639
|
)
|
|
2,905
|
|
|
|
|
(10,734
|
)
|
|||
Pretax net loss
|
(11,795
|
)
|
|
(6,355
|
)
|
|
|
|
(18,150
|
)
|
|||
Income tax provision
|
1,087
|
|
|
(681
|
)
|
|
2
|
|
406
|
|
|||
Net loss
|
$
|
(12,882
|
)
|
|
$
|
(5,674
|
)
|
|
|
|
$
|
(18,556
|
)
|
|
|
|
|
|
|
|
|
||||||
Net loss per basic share
|
$
|
(0.13
|
)
|
|
|
|
|
|
$
|
(0.19
|
)
|
||
Net loss per diluted share
|
$
|
(0.16
|
)
|
|
|
|
|
|
$
|
(0.22
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Shares used in calculating basic net loss per share
|
97,347
|
|
|
|
|
|
|
97,347
|
|
||||
Shares used in calculating diluted net loss per share
|
97,735
|
|
|
|
|
|
|
97,735
|
|
|
Year Ended December 31, 2013
|
||||||||||||
|
As Reported
|
|
Pro Forma Adjustments
|
|
Notes
|
|
Pro Forma
|
||||||
Revenues
|
$
|
204,724
|
|
|
$
|
(47,317
|
)
|
|
1
|
|
$
|
157,407
|
|
Cost of revenues
|
78,669
|
|
|
(11,119
|
)
|
|
1
|
|
67,550
|
|
|||
Amortization of acquired intangible assets
|
1,733
|
|
|
(1,733
|
)
|
|
1
|
|
—
|
|
|||
Gross profit
|
124,322
|
|
|
(34,465
|
)
|
|
|
|
89,857
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
14,190
|
|
|
—
|
|
|
|
|
14,190
|
|
|||
Sales and marketing
|
76,960
|
|
|
(22,818
|
)
|
|
2
|
|
54,142
|
|
|||
General and administrative
|
47,949
|
|
|
(8,327
|
)
|
|
2
|
|
39,622
|
|
|||
Amortization of acquired intangible assets
|
3,009
|
|
|
(2,144
|
)
|
|
2
|
|
865
|
|
|||
Restructuring expenses
|
9,665
|
|
|
(9,665
|
)
|
|
2
|
|
—
|
|
|||
Litigation settlement expenses
|
45,982
|
|
|
—
|
|
|
|
|
45,982
|
|
|||
Total operating expenses
|
197,755
|
|
|
(42,954
|
)
|
|
|
|
154,801
|
|
|||
Operating loss
|
(73,433
|
)
|
|
8,489
|
|
|
|
|
(64,944
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
6
|
|
|
35
|
|
|
2
|
|
41
|
|
|||
Interest expense
|
(3,959
|
)
|
|
400
|
|
|
2
|
|
(3,559
|
)
|
|||
Other income (expense), net
|
(1,662
|
)
|
|
1,686
|
|
|
2
|
|
24
|
|
|||
Total other income (expense)
|
(5,615
|
)
|
|
2,121
|
|
|
|
|
(3,494
|
)
|
|||
Pretax net loss
|
(79,048
|
)
|
|
10,610
|
|
|
|
|
(68,438
|
)
|
|||
Income tax provision
|
3,179
|
|
|
(2,802
|
)
|
|
2
|
|
377
|
|
|||
Net loss
|
$
|
(82,227
|
)
|
|
$
|
13,412
|
|
|
|
|
$
|
(68,815
|
)
|
|
|
|
|
|
|
|
|
||||||
Net loss per basic and diluted share
|
$
|
(0.85
|
)
|
|
|
|
|
|
$
|
(0.72
|
)
|
||
|
|
|
|
|
|
|
|
||||||
Shares used in calculating basic and diluted net loss per share
|
96,235
|
|
|
|
|
|
|
96,235
|
|