Surgalign Announces Closing of $12.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
16 Novembre 2022 - 10:05PM
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 the
closing of its previously announced registered direct offering
priced at the market under Nasdaq rules 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. The Series A warrants and the Series B
warrants have an exercise price of $1.815 per share 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.
H.C. Wainwright & Co. acted as the exclusive placement agent
for the offering.
The gross proceeds to Surgalign from this offering were $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.
The securities above were offered pursuant to a “shelf”
registration statement (File Number 333-259893) filed with the
Securities and Exchange Commission (“SEC”) on September 29, 2021
and was declared effective on December 28, 2021. A final prospectus
supplement and the accompanying prospectus relating to the offering
was filed with the SEC. Electronic copies of the prospectus
supplement and accompanying prospectus may be obtained 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 amended certain existing warrants to purchase
up to an aggregate of 1,119,565 shares of the Company’s common
stock held by the investor that were previously issued in June 2021
and February 2022 to reduce the exercise price of the warrants to
$1.815 per share and to extend the term of the warrants to November
16, 2027.
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 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: |
Surgalign Contact: |
Glenn Wiener |
Kristine Simmons |
gwiener@gwcco.com |
ksimmons@surgalign.com |
+ 1 917 887 8434 |
+1 619 206 4648 |
Surgalign (NASDAQ:SRGA)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Surgalign (NASDAQ:SRGA)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024