As filed with the Securities and Exchange Commission on July 31, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Alphatec Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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5818 El Camino Real
Carlsbad, CA 92008
(760)
431-9286
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20-2463898
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(State or other jurisdiction of
incorporation or organization)
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(Address of Principal Executive Offices
including Zip Code)
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(I.R.S. Employer
Identification No.)
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Patrick S. Miles
Chief
Executive Officer
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, CA 92008
(760)
431-9286
(Name, address, including ZIP code, and telephone number, including area code, of
agent for service)
Copies to:
Joshua E. Little, Esq.
Durham Jones & Pinegar, P.C.
192 E. 200 N., Third Floor
St. George, Utah 84770
(435)
674-0400
Approximate date of
commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-221085
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered (1)
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Amount of
Registration Fee (2)
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Common Stock, $0.0001 par value
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$8,000,000
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$970
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(1)
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The Registrant previously registered common stock, preferred stock, warrants, debt securities and units with an
aggregate offering price not to exceed $50,000,000 on a Registration Statement on Form
S-3
(File
No. 333-221085),
as amended, which was declared effective on
December 13, 2018 (the “Prior Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional indeterminate number of shares of the Registrant’s common stock having
a proposed maximum aggregate offering price not to exceed $8,000,000 is hereby being registered hereunder, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. The
proposed maximum offering price will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act. Represents the registration fee only for the
additional amount of securities of the Registrant being registered hereby.
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This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.