8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Alphatec Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2024, Alphatec Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company filed its definitive proxy statement on Schedule 14A with the SEC on April 26, 2024. As denoted in that proxy statement, Elizabeth Altman, Marie Meynadier, David Mowry and James Tullis were not nominated for re-election at the Annual Meeting and, as such, each of their respective terms as directors concluded following the Annual Meeting. In connection with the conclusion of Ms. Altman’s tenure on the Company’s Board of Directors, Ms. Altman and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, the remaining unvested portion of Ms. Altman’s 2021 Initial Board Grant (as defined and as detailed in the proxy statement), which was granted on August 12, 2021, shall become fully vested and exercisable as of June 12, 2024. This summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which is filed hereto as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2024, the Company held its Annual Meeting. The Company filed its definitive proxy statement on Schedule 14A with the SEC on April 26, 2024. The proxy statement describes in detail each of the three proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 17, 2024, the record date of the Annual Meeting, there were 139,805,908 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 103,891,443 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.

Proposal 1

The stockholders elected each of Evan Bakst, Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, and Ward W. Woods to serve on the Company’s Board of Directors for a term of one year until the 2025 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:

Proposal 2

The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2024 by the following vote:

Proposal 3

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:

No other items were presented for stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

EX-10.1

Exhibit 10.1

VESTING ACCELERATION AGREEMENT

THIS VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of June 12, 2024 (the “Effective Date”), is entered into by and between Alphatec Holdings, Inc. (the “Company”), and Elizabeth Altman (“Director”).

WHEREAS, the Company and Director currently are parties to certain agreements related to the Company’s equity, including those certain 21,024 restricted stock units granted to Director on August 12, 2021, representing a contingent right to receive one share of the Company’s common stock for each restricted stock unit subject to certain vesting prerequisites, of which 6,937 remain unvested (the “August 2021 Grant”); and

WHEREAS, the Company has agreed to modify the August 2021 Grant as set forth in this Agreement following the departure of the Director from the Company’s Board of Directors on June 12, 2024 (the “Departure Date”).

NOW THEREFORE, for consideration duly given, the undersigned agree to the following:

1. Accelerated Vesting of Equity Agreements. The August 2021 Grant shall become fully vested on the Departure Date.

2. Miscellaneous.

a. Effect on Existing Equity Agreements. This Agreement shall supersede any equity agreement with respect to the subject matter hereof. All equity agreements between the Company and Director, including as related to the August 2021 Grant, shall otherwise remain in full force and effect with respect to any subject matter not covered by this Agreement.

b. Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

c. Amendment; Waiver; Survival. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Director and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

d. Governing Law and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. The sole and exclusive venue for any actions filed with a court shall be the state or Federal courts located in San Diego County, California.

e. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.

f. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

g. Entire Agreement. This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Director, or any representative of the Company or Director, with respect to the subject matter hereof.

The undersigned do hereby agree to be bound by the terms and conditions of this Agreement.