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Share Name | Share Symbol | Market | Type |
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Alphatec Holdings Inc | NASDAQ:ATEC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.35 | 2.77% | 12.97 | 12.34 | 13.88 | 13.41 | 12.535 | 12.64 | 1,157,002 | 23:09:48 |
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Title of Securities
To Be Registered
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Amount
To Be
Registered
(1)
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Proposed Maximum Offering Price Per Share
(2)
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Proposed Maximum Aggregate Offering Price
(2)
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Amount of Registration Fee
(3)
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Common Stock, par value $0.0001 per share
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1,083,333 shares(1)
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$8.60(2)
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$9,316,663.80
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$1,079.8
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Common Stock, par value $0.0001 per share
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350,000 shares(3)
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$8.60(2)
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$3,010,000.00
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$348.86
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(1)
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The number of shares of common stock, par value $0.0001 per share (“Common Stock”), stated above consists of the aggregate number of shares that may be sold upon the exercise of options or the issuance of stock-based awards which may hereafter be granted under the Alphatec Holdings, Inc. 2016 Equity Incentive Plan (the “Equity Plan”), after giving effect to the 1-for-12 reverse stock split of the Common Stock effective on August 24, 2016. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the Equity Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the Equity Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.
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(2)
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This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $
8.60
, which is the average of the high and low prices for the Registrant’s common stock as reported on The Nasdaq Global Select Market on
October 3, 2016
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(3)
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Represents 350,000 shares of common stock available for future issuance under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (the “Inducement Plan,” and together with the Equity Plan, the “Plans”). The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the Inducement Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the Inducement Plan. Accordingly, pursuant to Rule 416 under the Securities Act, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.
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•
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on March 15, 2016, as amended on April 29, 2016;
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The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Commission on May 6, 2016, and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed with the Commission on August 9, 2016;
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•
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The Registrant’s Current Reports on Form 8-K filed with the Commission on January 27, 2016, February 9, 2016, March 8, 2016, March 15, 2016, March 21, 2016, May 20, 2016, June 6, 2016, July 26, 2016, August 15, 2016, August 23, 2016, August 24, 2016, September 8, 2016, September 15, 2016 and September 16, 2016 (except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); and
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The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-52024) filed under the Exchange Act, filed with the Commission on May 26, 2006, including any amendment or report filed for the purpose of updating such description.
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from any breach of the director’s duty of loyalty to the Registrant or its stockholders;
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from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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under Section 174 of the Delaware General Corporation Law; and
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from any transaction from which the director derived an improper personal benefit.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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ALPHATEC HOLDINGS, INC.
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By:
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/s/ LESLIE H. CROSS
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Leslie H. Cross
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Chairman of the Board of Directors, Interim Chief Executive Officer
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Signature
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Title(s)
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Date
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/s/ LESLIE H. CROSS
Leslie H. Cross
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Chairman of the Board of Directors,, Interim Chief Executive Officer and Director
(Principal Executive Officer)
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October 5, 2016
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/s/ MICHAEL PLUNKETT
Michael Plunkett
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President and Chief Operating Officer
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October 5, 2016
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/s/ DENNIS NELSON
Dennis Nelson
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Vice President, Finance and Controller (Principal Financial Officer and Principal Accounting Officer)
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October 5, 2016
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/s/ MORTIMER BERKOWITZ III
Mortimer Berkowitz III
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Director
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October 5, 2016
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/s/ SIRI S. MARSHALL
Siri S. Marshall
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Director
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October 5, 2016
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/s/ R. IAN MOLSON
R. Ian Molson
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Director
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October 5, 2016
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/s/ STEPHEN E. O’NEIL
Stephen E. O’Neil
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Director
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October 5, 2016
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/s/ DONALD A. WILLIAMS
Donald A. Williams
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Director
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October 5, 2016
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Exhibit Number
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Exhibit Description
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Filed with
this Report
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Incorporated by Reference
herein from
Form or Schedule
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Filing Date
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SEC File/
Reg. Number
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3.1.1
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Restated Certificate of Incorporation of the Registrant
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Amendment No. 2
to Form S-1
(Exhibit 3.2)
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4/20/2006
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333-131609
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3.1.2
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Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
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Form 8-K
(Exhibit 3.1(b))
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8/24/2016
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000-52024
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3.2
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Restated Bylaws
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Amendment No. 5
to Form S-1
(Exhibit 3.4)
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5/26/2006
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333-131609
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4.1
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Form of Common Stock Certificate
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Form 10-K
(Exhibit 4.1)
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3/20/2014
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000-52024
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4.2
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Corporate Governance Agreement, dated December 17, 2009, between the Company and certain shareholders of Scient’x Groupe S.A.S. and Scient’x S.A.
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Form 8-K
(Exhibit 10.1)
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12/22/2009
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000-52024
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4.3
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Registration Rights Agreement, dated March 26, 2010, by and among Alphatec Holdings, Inc. and the other signatories thereto
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Form 8-K
(Exhibit 4.1)
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3/31/2010
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000-52024
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4.4
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Warrant with Silicon Valley Bank as the Warrantholder, dated December 16, 2011
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Form 10-K
(Exhibit 4.8)
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3/5/2012
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000-52024
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5.1
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Opinion of Latham & Watkins LLP
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X
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10.1
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Alphatec Holdings, Inc. 2016 Equity Incentive Plan
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X
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10.2
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Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan
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X
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10.3
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan
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X
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10.4
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Form of Stock Option Grant Notice and Stock Option Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan
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X
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10.5
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Form of Performance Stock-Based Award Grant Notice and Performance Stock-Based Award Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan
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X
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23.1
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Consent of Independent Registered Public Accounting Firm
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X
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23.2
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Consent of Latham & Watkins LLP (included in Exhibit 5.1
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X
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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X
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