Surgalign Announces $12.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
14 Novembre 2022 - 2:00PM
Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical
technology company focused on elevating the standard of care by
driving the evolution of digital surgery, today announced that it
has entered into a definitive agreement with a single institutional
investor for the sale and issuance of 6,000,000 shares of the
Company's common stock (or pre-funded warrants in lieu thereof) and
Series A warrants to purchase up to 6,000,000 shares of common
stock and Series B warrants to purchase up to 1,500,000 shares of
common stock at a combined offering price of $2.00 per share of
common stock (or pre-funded warrants in lieu thereof) and
accompanying warrants, in a registered direct offering priced
at-the-market under the Nasdaq Rules. The Series A warrants and the
Series B warrants have an exercise price of $1.815 per share, will
become exercisable commencing the date of issuance, and will expire
five years following the issuance date for the Series A warrants
and three years following the issuance date for the Series B
warrants. The closing of the offering is expected to occur on or
about November 16, 2022, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The gross proceeds to Surgalign from this offering are expected
to be $12.0 million, before deducting the placement agent's fees
and other offering expenses. Surgalign intends to use the net
proceeds from this offering for working capital and general
corporate purposes, including the implementation of our cost
cutting initiative and preparation for approval, utilization and
ongoing development of our digital health offerings.
A “shelf” registration statement (File Number 333-259893)
relating to the offered securities was filed with the Securities
and Exchange Commission (“SEC”) on September 29, 2021 and was
declared effective on December 28, 2021. The offering of the
securities is being made only by means of a prospectus, including a
prospectus supplement, forming a part of an effective registration
statement. A prospectus supplement and accompanying prospectus
relating to the offering will be filed with the SEC. Electronic
copies of the prospectus supplement and accompanying prospectus may
be obtained, when available, on the SEC’s website at www.sec.gov or
by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail
at placements@hcwco.com.
The Company also has agreed that certain existing warrants held
by the investor in the offering to purchase up to an aggregate of
1,061,594 shares of the Company’s common stock that were previously
issued to the investor in June 2021 and February 2022, at exercise
prices of $51.75 and $18.00 per share, respectively, and expiration
dates of June 2024 and February 2027, respectively, will be amended
effective upon the closing of the offering so that the amended
warrants will have a reduced exercise price of $1.815 per share and
will expire five years following the closing of the offering.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Surgalign Holdings, Inc.Surgalign
Holdings, Inc. is a global medical technology company committed to
the promise of digital health to drive transformation across the
surgical landscape. Uniquely aligned and resourced to advance the
standard of care, the company is building technologies physicians
and other health providers will look to for what is truly possible
for their patients. Surgalign is focused on developing solutions
that predictably deliver superior clinical and economic outcomes.
Surgalign markets products throughout the United States and in
approximately 50 countries worldwide through an expanding network
of top independent distributors. Surgalign is headquartered in
Deerfield, IL, with commercial, innovation and design centers in
San Diego, CA, Warsaw and Poznan, Poland, and Wurmlingen,
Germany. Learn more at www.surgalign.com and connect
on LinkedIn and Twitter.
Forward Looking StatementsThis press release
contains forward-looking statements including, without limitation,
statements relating to the completion of the registered direct
offering, the satisfaction of customary closing conditions related
to the registered direct offering and the intended use of proceeds
from the registered direct offering. These forward-looking
statements are based on management’s current expectations,
estimates and projections about our industry, our management’s
beliefs and certain assumptions made by our management. Words such
as “anticipates,” “expects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words and similar
expressions are intended to identify such forward-looking
statements. Factors that could cause actual results to differ
materially from those forward-looking statements include: i) the
Company’s access to adequate operating cash flow, trade credit,
borrowed funds and equity capital to fund its operations and pay
its obligations as they become due, and the terms on which external
financing may be available, including the impact of adverse trends
or disruption in the global credit and equity markets; (ii) risks
relating to existing or potential litigation or regulatory actions;
(iii) the identification of control deficiencies, including
material weaknesses in internal control over financial reporting;
(iv) general worldwide economic conditions and related
uncertainties; (v) the continued impact of the COVID-19 and the
Company’s attempts at mitigation, particularly in international
markets served by the Company; (vi) the failure by the Company to
identify, develop and successfully implement its strategic
initiatives, particularly with respect to its digital surgery
strategy ; (vii) the reliability of our supply chain; (viii) our
ability to meet obligations, including purchase minimums, under our
vendor and other agreements; (ix) whether or when the demand for
procedures involving our products will increase; (x) our financial
position and results, total revenue, product revenue, gross margin,
and operations; (xi) failure to realize, or unexpected costs in
seeking to realize, the expected benefits of the Holo Surgical Inc.
(“Holo Surgical”) and Inteneural Networks Inc. (“INN”)
acquisitions, including the failure of Holo Surgical’s and INN’s
products and services to be satisfactorily developed or achieve
applicable regulatory approvals or as a result of the failure to
commercialize and distribute its products; (xii) the failure to
effectively integrate Holo Surgical’s and INN’s operations with
those of the Company, including: retention of key personnel; the
effect on relationships with customers, suppliers, and other third
parties; and the diversion of management time and attention to the
integration; (xiii) the number of shares and amount of cash that
will be required in connection with any post-closing milestone
payments, including as a result of changes in the trading price of
the Company’s common stock and their effect on the amount of cash
needed by the Company to fund any post-closing milestone payments
in connection with the acquisitions; (xiv) the continuation of
recent quality issues with respect to our global supply chain and
(xv) the effect and timing of changes in laws or in governmental
regulations. These factors should be considered carefully, and
undue reliance should not be placed on the forward-looking
statements. Each forward-looking statement in this communication
speaks only as of the date of the particular statement. These
forward-looking statements are not guarantees of future performance
and are subject to various risks and uncertainties, including
market and other conditions and the risks identified in Surgalign’s
most recent Annual Report on Form 10-K and other filings with the
SEC. Our actual results may differ materially from the anticipated
results reflected in these forward-looking statements. Copies of
Surgalign’s SEC filings may be obtained without charge by visiting
Surgalign’s website at www.surgalign.com or the SEC’s website at
www.sec.gov. We undertake no obligation to update these
forward-looking statements except as may be required by law.
Investor and Media
Contact:Glenn Wienergwiener@gwcco.com+ 1 917 887 8434 |
Surgalign
Contact:Kristine Simmonsksimmons@surgalign.com+1 619 206
4648 |
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