• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
PublishDashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI employees
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form POS AM filed by Surgalign Holdings Inc.

    10/2/23 9:00:03 AM ET
    $SRGA
    Industrial Specialties
    Health Care
    Get the next $SRGA alert in real time by email
    POS AM 1 ea186113-posam_surgalign.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

    As filed with the Securities and Exchange Commission on October 2, 2023

    Registration Nos. 333-231719 and 333-259893

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    Post-Effective Amendment No. 1 to:

    FORM S-3 REGISTRATION STATEMENT NO. 333-231719

    FORM S-3 REGISTRATION STATEMENT NO. 333-259893

    UNDER

    THE SECURITIES ACT OF 1933

     

     

     

    SURGALIGN HOLDINGS, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   83-2540607
    (State or other jurisdiction of
    incorporation or organization)
      (I.R.S. employer
    identification number)

     

    520 Lake Cook Road, Suite 315

    Deerfield, Illinois

    (877) 343-6832

    (Address, including zip code, and telephone number,

    including area code, of registrant’s principal executive offices)

     

    Paolo G. Amoruso

    Chief Legal Officer

    Surgalign Holdings, Inc.

    520 Lake Cook Road, Suite 315

    Deerfield, Illinois

    (877) 343-6832

    (Name, address, including zip code, and

    telephone number, including area code, of agent for service)

     

     

     

    Copy to:

    Andrew J. Ericksen
    White & Case LLP
    609 Main Street
    Houston, Texas 77002
    (713) 496-9688

     

     

     

    Approximate date of commencement of proposed sale to the public:

    Not Applicable

     

     

     

    If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

     

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

     

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

     

    If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer ☐   Accelerated filer ☐
             
    Non-accelerated filer ☒   Smaller reporting company ☒
             
          Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

     

     

     

     

     

     

    DEREGISTRATION OF SECURITIES

     

    These Post-Effective Amendments No. 1 (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-3 (the “Registration Statements”) filed by Surgalign Holdings, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”):

     

    ●Registration Statement on Form S-3 (File No. 333-231719), filed with the SEC on May 23, 2019, pertaining to the registration of (1) up to a proposed maximum aggregate offering amount of $100,000,000 of the Company’s (a) common stock, par value $0.001 per share (the “Common Stock”); (b) preferred stock, par value $0.001 per share (the “Preferred Stock”); (c) debt securities; (d) depositary shares, each of which represents fractional shares of Preferred Stock; (e) warrants for the purchase of Common Stock, Preferred Stock, debt securities or depositary shares; (f) units consisting of Common Stock, Preferred Stock, debt securities, depositary shares and warrants in any combination; (g) purchase contracts for debt securities, shares of Common Stock or Preferred Stock, depositary shares, warrants or any combination of the foregoing; and (h) subscription rights to purchase debt securities, Preferred Stock, Common Stock or other securities; and (2) the offer and sale by the selling stockholder named therein of our Common Stock which may in the future become issuable upon the conversion of the Company’s Series A Convertible preferred stock.

     

    ●Registration Statement on Form S-3 (File No. 333-259893), filed with the SEC on September 29, 2021, as amended by pre-effective Amendment No. 1 filed with the SEC on December 23, 2021, pertaining to the registration of up to a proposed maximum aggregate offering amount of $300,000,000 of the Company’s (a) Common Stock; (b) Preferred Stock; (c) debt securities; (d) depositary shares, each of which represents fractional shares of Preferred Stock; (e) warrants for the purchase of Common Stock; (f) units consisting of Common Stock, Preferred Stock, debt securities, depositary shares and warrants in any combination; (g) purchase contracts for debt securities, shares of Common Stock or Preferred Stock, depositary shares, warrants or any combination of the foregoing; and (h) subscription rights to purchase debt securities, Preferred Stock, Common Stock or other securities.

     

    On June 19, 2023, the Company and certain of its direct and indirect subsidiaries commenced voluntary proceedings under chapter 11 (the “Chapter 11 Cases”) of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 Cases are being jointly administered under the caption In re Surgalign Holdings, Inc., et al., Case Nos. 23-90730 through 23-90737.

     

    In connection with the Chapter 11 Cases, the Company has terminated any and all offerings of the Company’s securities pursuant to the Registration Statements. On October 2, 2023 (the “Effective Date”), the Company’s modified combined disclosure statement and joint chapter 11 plan (the “Plan”) became effective. Pursuant to the Plan, all equity interests in the Company were cancelled on the Effective Date and shall be of no further force and effect, whether surrendered for cancellation or otherwise.

     

    In accordance with the undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective, amendment, any of the securities that had been registered which remain unsold at the termination of the offering, the Company hereby remove from registration all of such securities registered under the Registration Statements which remain unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities registered under the Registration Statements which remain unsold as of the date hereof, and the Company hereby terminate the effectiveness of such Registration Statements.

     

    1

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on October 2, 2023.

     

      SURGALIGN HOLDINGS, INC.
       
      By: /s/ Paolo G. Amoruso
      Name:  Paolo G. Amoruso
      Title: Chief Legal Officer

     

    No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

     

     

    2

     

     

    Get the next $SRGA alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $SRGA

    DatePrice TargetRatingAnalyst
    9/28/2021$1.50Buy → Hold
    Craig Hallum
    More analyst ratings

    $SRGA
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Surgalign Receives NASDAQ Delisting Notice Following its Chapter 11 Filing

      DEERFIELD, Ill., June 23, 2023 (GLOBE NEWSWIRE) -- Surgalign Holdings, Inc., (NASDAQ:SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, announced today that on June 22, 2023, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq"). Nasdaq has determined that due to the Company's voluntary petition for relief under chapter 11 of the U.S. Bankruptcy Code, the Company's securities will be delisted from The Nasdaq Stock Market. The Company does not intend to appeal Nasdaq's determination. As previously announced, Surgalign entered into an asset purchase agreement to

      6/23/23 8:30:00 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • Surgalign Enters Into Definitive Agreement to Sell Global Hardware and Biologics Business Through a Structured Sale Process Under Chapter 11 of the U.S. Bankruptcy Code

      DEERFIELD, Ill., June 20, 2023 (GLOBE NEWSWIRE) -- Surgalign Holdings, Inc., (NASDAQ:SRGA) ("Surgalign" or the "Company") a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, today announced that the Company has entered into an asset purchase agreement (the "Asset Purchase Agreement") to sell substantially all of its U.S. hardware and biomaterials assets and the equity interests in non-Debtor entities related to the Debtors' hardware business outside of the U.S. to Xtant Medical Holdings, Inc. ("Xtant") for $5.0 million. The sale will be effectuated through the chapter 11 proceedings initiated by the Company and certain o

      6/20/23 8:30:00 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • Surgalign to Participate at ISASS 2023 – 23rd Annual Conference Sponsored by the International Society for the Advancement of Spine Surgery and Medical Education Resources

      Company to showcase its upgraded HOLO Portal™ Surgical Guidance System and key products in its hardware spine and biologics portfolio DEERFIELD, Ill., May 23, 2023 (GLOBE NEWSWIRE) -- Surgalign Holdings, Inc., (NASDAQ:SRGA) a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, announced today that it will be exhibiting at ISASS 2023 – the 23rd Annual Conference – sponsored by the International Society for Spine Surgery ("ISASS") and Medical Education Resources. This three-day event will take place June 1-3, 2023 at the Marriott Marquis in San Francisco, CA. The International Society for the Advancement of Spine Surgery i

      5/23/23 8:30:00 AM ET
      $SRGA
      Industrial Specialties
      Health Care

    $SRGA
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Surgalign Holdings downgraded by Craig Hallum with a new price target

      Craig Hallum downgraded Surgalign Holdings from Buy to Hold and set a new price target of $1.50

      9/28/21 7:57:45 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • BTIG Research initiated coverage on Surgalign Holdings with a new price target

      BTIG Research initiated coverage of Surgalign Holdings with a rating of Buy and set a new price target of $4.00

      2/3/21 7:33:38 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • BTIG Research initiated coverage on Surgalign

      BTIG Research initiated coverage of Surgalign with a rating of Buy

      2/3/21 7:28:58 AM ET
      $SRGA
      Industrial Specialties
      Health Care

    $SRGA
    SEC Filings

    See more
    • SEC Form 15-12G filed by Surgalign Holdings Inc.

      15-12G - SURGALIGN HOLDINGS, INC. (0001760173) (Filer)

      11/13/23 4:08:28 PM ET
      $SRGA
      Industrial Specialties
      Health Care
    • SEC Form EFFECT filed by Surgalign Holdings Inc.

      EFFECT - SURGALIGN HOLDINGS, INC. (0001760173) (Filer)

      10/10/23 12:15:07 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • SEC Form EFFECT filed by Surgalign Holdings Inc.

      EFFECT - SURGALIGN HOLDINGS, INC. (0001760173) (Filer)

      10/10/23 12:15:09 AM ET
      $SRGA
      Industrial Specialties
      Health Care

    $SRGA
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4: Lyle David covered exercise/tax liability with 1,329 shares, decreasing direct ownership by 2% to 83,307 units

      4 - SURGALIGN HOLDINGS, INC. (0001760173) (Issuer)

      9/18/23 11:47:26 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • SEC Form 4: Amoruso Paolo covered exercise/tax liability with 2,191 shares, decreasing direct ownership by 7% to 28,809 units

      4 - SURGALIGN HOLDINGS, INC. (0001760173) (Issuer)

      9/5/23 10:20:10 AM ET
      $SRGA
      Industrial Specialties
      Health Care
    • SEC Form 4: Thunander Christopher covered exercise/tax liability with 2,295 shares, decreasing direct ownership by 8% to 26,039 units

      4 - SURGALIGN HOLDINGS, INC. (0001760173) (Issuer)

      8/16/23 5:36:00 PM ET
      $SRGA
      Industrial Specialties
      Health Care