false 0001350653 0001350653 2025-03-03 2025-03-03

 

 

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): March 3, 2025

 

 

Alphatec Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-52024   20-2463898
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1950 Camino Vida Roble

Carlsbad, California

  92008
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 760 431-9286

(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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $.0001 per share   ATEC   Nasdaq Global Select Market

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. ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement.

Amendment to ABL Facility

On March 3, 2025 (the “Amendment Date”), Alphatec Holdings, Inc. (the “Company” or “ATEC”) entered into Amendment No. 4 (the “MidCap Amendment”) to its Credit, Security and Guaranty Agreement, dated as of September 29, 2022 (as amended by that certain Omnibus Joinder and Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of January 6, 2023, that certain Amendment No. 2 to Credit, Security and Guaranty Agreement, dated as of April 23, 2024, and that certain Amendment No. 3 to Credit, Security and Guaranty Agreement, dated as of September 9, 2024, the “Existing MidCap Agreement”; and the Existing MidCap Agreement as amended by the MidCap Amendment, the “Amended MidCap Agreement”), by and among the Company and its wholly-owned subsidiaries, Alphatec Spine, Inc. (“Spine”) and SafeOp Surgical, Inc. (“SafeOp”), as borrowers, Midcap Funding IV Trust, as agent, and the lenders party thereto.

The MidCap Amendment, among other things, (i) subject to certain conditions set forth therein, permits the Company’s issuance and sale of its convertible senior notes due 2030 (the “2030 Convertible Notes”) and (ii) to the extent the initial issuance and sale of the 2030 Convertible Notes occurs and at least $250.0 million of the Company’s existing 0.75% convertible senior notes due 2026 (the “2026 Convertible Notes”) are retired or redeemed with the proceeds of the 2030 Convertible Notes, fixes the maturity date of the loans drawn under the Amended MidCap Agreement to September 29, 2027 by removing the condition in the Existing MidCap Agreement that if any 2026 Convertible Notes remain outstanding on the date that is 90 days prior to the final maturity date of the 2026 Convertible Notes, the maturity date would be such date.

Amendment to Term Loan Facility

On the Amendment Date, the Company entered into Amendment No. 2 (the “Term Loan Amendment”) to its Credit, Security and Guaranty Agreement, dated as of January 6, 2023 (as amended by that certain Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of October 29, 2024, the “Existing Term Loan Agreement”; and the Existing Term Loan Agreement as amended by the Term Loan Amendment, the “Amended Term Loan Agreement”), by and among the Company, as borrower, Spine and SafeOp, as guarantors, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto.

The Term Loan Amendment, among other things, permits, subject to certain conditions set forth therein, the Company’s issuance and sale of the 2030 Convertible Notes.

The foregoing descriptions of the MidCap Amendment and the Term Loan Amendment do not purport to be complete and are qualified in its entirety by the full text of the MidCap Amendment and the Term Loan Amendment, copies of which will be filed with the Company’s next Quarterly Report on Form 10-Q and incorporated herein by reference.

 

Item 8.01

Other Events.

Market Information

On March 3, 2025, the Company provided information regarding its total addressable market. Based on management estimates, the Company believes the addressable U.S. spine market for ATEC is approximately $8.0 billion, which includes approximately $2.0 billion in procedures fusing the lumbar spine, specifically transforaminal lumbar interbody fusion and posterior lumbar interbody fusion, and approximately $1.0 billion in lateral procedures.

Press Release

On March 3, 2025, the Company issued a press release relating to its proposed private offering of the 2030 Convertible Notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the 2030 Convertible Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release, dated March 3, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Alphatec Holdings, Inc.
Date: March 3, 2025     By:  

/s/ J. Todd Koning

      J. Todd Koning
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

ATEC Announces Proposed Convertible Senior Notes Offering

CARLSBAD, Calif., March 3, 2025—Alphatec Holdings, Inc. (Nasdaq: ATEC), a provider of innovative solutions dedicated to revolutionizing the approach to spine surgery, today announced its intention to offer, subject to market and other conditions, $300,000,000 aggregate principal amount of convertible senior notes due 2030 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). ATEC also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50,000,000 principal amount of notes.

The notes will be senior, unsecured obligations of ATEC, will accrue interest payable semi-annually in arrears and will mature on March 15, 2030, unless earlier repurchased, redeemed or converted. Before September 17, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after September 17, 2029, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. ATEC will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at ATEC’s election, subject to certain restrictions. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at ATEC’s option at any time, and from time to time, on or after March 20, 2028 and on or before the 60th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of ATEC’s common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require ATEC to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The final terms of the notes, including the interest rate, initial conversion rate and certain other terms of the notes, will be determined at the pricing of the offering.

In connection with the pricing of the notes, ATEC expects to enter into one or more privately negotiated capped call transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (in this capacity, the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to ATEC’s common stock upon any conversion of the notes and/or offset any cash payments ATEC is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers of the notes exercise their option to purchase additional notes, ATEC expects to enter into additional capped call transactions with the option counterparties.


ATEC has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to ATEC’s common stock and/or purchase shares of ATEC’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of ATEC’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to ATEC’s common stock and/or purchasing or selling shares of ATEC’s common stock or other of ATEC’s securities in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of the notes (and are likely to do so following any conversion of the notes, any repurchase of the notes by ATEC on any fundamental change repurchase date, any redemption date or any other date on which the notes are retired by ATEC, in each case if ATEC exercises the relevant election under the capped call transactions where such termination is at ATEC’s option). This activity could also cause or avoid an increase or a decrease in the market price of ATEC’s common stock or the notes, which could affect the ability of holders of the notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of ATEC’s common stock and value of the consideration that holders of notes will receive upon conversion of such notes.

ATEC intends to use (i) a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions; (ii) a portion of the net proceeds from the offering to repurchase and cancel a portion of its outstanding 0.75% convertible senior notes due 2026 (the “2026 notes”) in privately negotiated transactions concurrently with the pricing of the offering; and (iii) the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then ATEC intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.

Holders of the 2026 notes that are repurchased in the concurrent repurchases described above may purchase shares of ATEC’s common stock in the open market to unwind any hedge positions they may have with respect to the 2026 notes. These activities may affect the trading price of ATEC’s common stock and, if conducted concurrently with the offering, may result in a higher initial conversion price for the notes ATEC is offering.

The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.


About ATEC

ATEC, through its wholly owned subsidiaries, Alphatec Spine, Inc., EOS imaging S.A.S. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC’s Organic Innovation MachineTM is focused on developing new approaches that integrate seamlessly with the Company’s expanding AlphaInformatiX Platform to better inform surgery and more safely and reproducibly achieve the goals of spine surgery. ATEC’s vision is to become the Standard Bearer in Spine.

Special Note on Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the net proceeds, the anticipated terms of, and the effects of entering into, the capped call transactions described above and the actions of the option counterparties and their respective affiliates and the anticipated terms of, and the effects of entering into, the repurchases of 2026 notes described above. These statements reflect ATEC’s current beliefs and are based upon information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause ATEC’s actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties, factors and contingencies include, but are not limited to: market conditions, including market interest rates, the trading price and volatility of ATEC’s common stock and risks relating to ATEC’s business, including those described in periodic reports that ATEC files from time to time with the Securities and Exchange Commission. ATEC may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offer or the notes or its ability to effectively apply the net proceeds as described above. All information in this release is as of the date hereof, and ATEC undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in ATEC’s expectations, except as may be required by law.

Investor/Media Contact:

Tina Jacobsen, CFA

Investor Relations

(760) 494-6790

investorrelations@atecspine.com

Company Contact:

J. Todd Koning

Chief Financial Officer

Alphatec Holdings, Inc.

investorrelations@atecspine.com

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Mar. 03, 2025
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Entity Registrant Name Alphatec Holdings, Inc.
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Entity File Number 000-52024
Entity Tax Identification Number 20-2463898
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