Surgalign Holdings, Inc. Announces $ 50 Million Recorded
DEERFIELD, Ill., June 10, 2021 (GLOBE NEWSWIRE) – Surgalign Holdings, Inc. (“Surgalign”) (NASDAQ: SRGA), a global medical technology company focused on improving the quality of care through evolution of digital surgery, today announced that it has entered into a definitive securities purchase agreement with several institutional investors for the issuance and sale of a total of 28,985,508 common shares and warrants to purchase up to a total of 28,985,508 common shares at a purchase price of $ 1.725 per common share and related warrant under a recorded direct offer at market price under Nasdaq rules . The warrants have an exercise price of $ 1.725 per share, will be immediately exercisable and will expire three (3) years after the date of issue. The registered direct offer is expected to close on or around June 14, 2021, subject to the satisfaction of customary closing conditions.
HC Wainwright & Co. is acting as the exclusive placement agent for the offering.
Gross proceeds from the Offer are expected to be approximately $ 50 million before the deduction of placement agent fees and other expenses related to the Offer. Surgalign currently intends to use the net proceeds of the offering for working capital and general corporate needs, including preparation for approval, use and continued development of its system. digital surgical guidance.
The securities described above are offered pursuant to Surgalign’s store registration statement on Form S-3 (File No. 333-231719) filed with the Securities and Exchange Commission (the “SEC”) on May 23. 2019 and declared in force on June 14. , 2019. These securities may only be offered by means of a prospectus, including a prospectus supplement, which is part of the actual registration statement. A final prospectus supplement and accompanying prospectus relating to the securities offered under the registered direct offering will be filed with the SEC. Electronic copies of the Final Prospectus Supplement and accompanying prospectus can be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting HC Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by email: [email protected] or by phone: (212) 856-5711.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of any such securities in any jurisdiction in which such an offer, solicitation or sale would be. illegal before registration or qualification under the securities laws of that jurisdiction.
About Surgalign Holdings, Inc.
Surgalign Holdings, Inc. is a global medical technology company committed to the promise of digital surgery and is developing its digital surgery platform to drive transformation in the surgical landscape. Uniquely aligned and resourced to advance the standard of care, Surgalign is developing technologies that surgeons will seek out for what is truly possible for their patients. Surgalign is focused on providing solutions for surgeons that predictably deliver superior clinical and economic outcomes. Surgalign markets products in the United States and in more than 50 countries around the world through an expanding network of leading independent distributors. Surgalign, a member of AdvaMed, is headquartered in Deerfield, Illinois, with shopping, innovation and design centers in San Diego, California, Marquette, MI and Wurmlingen, Germany.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations, estimates and projections regarding our industry, the beliefs of our management and certain assumptions made. by our management. . Words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”, “estimate”, variations of these words and similar expressions are intended to identify these forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements, including, without limitation, all statements relating to the completion of the registered direct offer, to the satisfaction of the terms of customary closings related to the Offer and the intended use of the net proceeds of the Offer. Forward-looking statements are not guarantees of future performance and are based on certain assumptions, including general economic conditions, as well as those of Surgalign’s industry, and many other factors and risks identified in the most recent Form 10-K. de Surgalign and other documents filed with SECOND. Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks and uncertainties relating to the following: (i) the risk of existing or potential litigation or regulatory actions arising from the Previously announced SEC and internal investigations and their findings; (ii) identification of control weaknesses, including significant weaknesses in internal control over financial reporting and their impact; (iii) the potential reputational damage Surgalign has suffered or may suffer as a result of the SEC findings, internal investigations and related litigation; (iv) general world economic conditions and associated uncertainties; (v) the continued impact of the novel coronavirus COVID-19 pandemic and Surgalign’s mitigation attempts; (vi) Surgalign’s failure to identify, develop and successfully implement immediate action plans and longer term strategic initiatives; (vii) the reliability of our supply chain; (viii) our ability to meet our obligations, including purchase minimums, under our supplier and other agreements; (ix) the duration of the decline in demand for our products; (x) if or when the demand for proceedings involving our products will increase; (xi) Surgalign’s access to adequate operating cash flow, trade credits, borrowed funds and equity to fund its operations and pay its obligations as they fall due, and the terms on which a external financing may be available, including the impact of adverse trends or disruption in global credit and equity markets; (xii) our financial condition and results, our total sales, our product sales, our gross margin and our operations; (xiii) the inability to realize, or unforeseen costs associated with achieving the expected benefits of the recent acquisition of Holo Surgical, Inc. (“Holosurgical”), including the failure of Holosurgical’s products and services to be satisfactorily developed or to obtain applicable regulatory approvals or as a result of the failure to market and distribute its products; (xiv) failure to effectively integrate the operations of Holosurgical with those of Surgalign; (xv) failure to retain key Holosurgical personnel; (xvi) the number of shares and the amount of cash that will be required in connection with any post-closing milestone payment, including due to changes in the price of Surgalign’s common shares and their effect on the amount of cash required for Surgalign to fund any post-closing milestone payments in connection with the acquisition; (xvii) the effect of the transaction on relationships with customers, suppliers and other third parties; (xviii) diversion of management’s time and attention to the transaction and subsequent integration; (xix) the effect of our auditor’s recent resignation and our ability to hire and integrate our new auditor; (xx) the effect and timing of changes in laws or government regulations; (xxi) market and other conditions, and (xxii) other risks described in our public filings with the SEC. These factors should be carefully considered and one should not place undue reliance on forward-looking statements. Each forward-looking statement in this communication speaks only as of the date of the said statement. Copies of Surgalign’s SEC filings can be obtained by contacting Surgalign or the SEC or by visiting Surgalign’s website at www.surgalign.com or the SEC’s website at www. sec.gov. We assume no obligation to update these forward-looking statements, except as required by law.
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