Item 3.02. Unregistered Sales of Equity Securities.

On July 15, 2009, Alphatec Holdings, Inc. (the "Company") issued an aggregate of 567,821 shares of its common stock, par value $0.0001 per share (the "Shares") in connection with the completion of a development milestone set forth in that certain Exclusive License Agreement among the Company, its subsidiary, Alphatec Spine, Inc., and Progressive Spinal Technologies, LLC (the "Agreement") dated December 18, 2007 as amended (the "Progressive Agreement"). The Progressive Agreement relates to intellectual property involving an expandable pedicle screw.

The Shares were issued to two "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. The Company is not obligated to register the resale of the Shares.

---