Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 15, 2009

 

 

ALPHATEC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-52024   20-2463898

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

5818 El Camino Real

Carlsbad, CA 92008

(Address of principal executive offices) (Zip Code)

(760) 431-9286

Registrant’s telephone number, including area code:

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        ALPHATEC HOLDINGS, INC.
              (Registrant)
Date: July 21, 2009      

/s/    Ebun S. Garner, Esq.

        Ebun S. Garner, Esq.
        General Counsel and Vice President