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| ATEC > SEC Filings for ATEC > Form 8-K on 8-Jun-2009 | All Recent SEC Filings |
8-Jun-2009
Unregistered Sale of Equity Securities, Financial Statements and Exhibits
On June 4, 2009, Alphatec Holdings, Inc. (the "Company") entered into a Subscription Agreement (the "Agreement") with one of its existing shareholders, HealthpointCapital Partners II, L.P. (the "Subscriber" ), pursuant to which the Company sold 3,937,007 shares of its common stock, par value $0.0001 per share (the "Shares") at a purchase price of $2.54 per share in a private placement (the "Placement") for an aggregate purchase price of approximately $10 million. The Company received aggregate net proceeds of approximately $9,900,000 from the Placement. The Company intends to use the net proceeds of the Placement for general working capital purposes. The disinterested members of the Company's Board of Directors approved the transaction after receiving independent legal and financial advice.
The Shares were offered solely to "accredited investors" as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), in reliance on the exemptions from registration afforded by Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder, as a transaction not involving a public offering, and in reliance on similar exemptions under applicable state laws.
Pursuant to the Agreement, the Company agreed to use commercially reasonable efforts to prepare and file a registration statement on Form S-3 covering the resale of the Shares issued to the Subscriber and to use commercially reasonable efforts to cause such registration statement to become automatically effective or to be declared effective as soon as reasonably practicable.
This summary is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
(d) Exhibits.
The following Exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press Release dated June 5, 2009
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