Alphatec Holdings, Inc 8-K, filed Jun 13, 2025
Alphatec Holdings, Inc. (ATEC)
About this 8-K
Alphatec Holdings, Inc filed this 8-K on June 13, 2025, reporting on events of June 11, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2025, Alphatec Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of its stock from 220,000,000 to 420,000,000 and of its common stock from 200,000,000 to 400,000,000. A detailed description of the Amendment is contained in the definitive proxy statement for the Annual Meeting, filed pursuant to Schedule 14A with the Securities and Exchange Commission on April 25, 2025, and as further supplemented on May 8, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.
The Company’s Board of Directors previously approved the Amendment, subject to and conditioned upon stockholder approval at the Annual Meeting. The Amendment was filed with the Secretary of State of the State of Delaware on, and is effective as of, June 12, 2025. A copy of the Amendment is attached hereto as Exhibit 3.1.
The description of the Amendment contained herein is qualified in its entirety by reference to the full text of the Amendment attached hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 11, 2025, the Company held its Annual Meeting. The Proxy Statement describes in detail each of the five proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 16, 2025, the record date of the Annual Meeting, there were 146,118,365 issued and outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 114,030,387 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 Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, Keith Valentine, and Ward W. Woods to serve on the Company’s Board of Directors for a term of one year until the 2026 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:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Mortimer Berkowitz III |
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68,641,625 |
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20,108,760 |
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25,280,001 |
Quentin Blackford |
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82,773,911 |
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5,976,474 |
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25,280,001 |
David Demski |
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84,004,240 |
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4,746,145 |
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25,280,001 |
Karen K. McGinnis |
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82,740,596 |
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6,009,789 |
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25,280,001 |
Patrick S. Miles |
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83,424,425 |
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5,325,959 |
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25,280,001 |
David R. Pelizzon |
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84,267,334 |
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4,483,051 |
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25,280,001 |
Jeffrey P. Rydin |
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84,274,394 |
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4,475,991 |
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25,280,001 |
Keith Valentine |
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83,804,366 |
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4,946,019 |
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25,280,001 |
Ward W. Woods |
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84,025,796 |
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4,724,589 |
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25,280,001 |
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, 2025 by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
113,777,252 |
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214,296 |
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38,839 |
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Proposal 3
The stockholders approved the amendment of the Company’s 2016 Equity Incentive Plan by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
58,622,353 |
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30,063,328 |
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64,704 |
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25,280,001 |
Proposal 4
The stockholders approved the amendment of the Company’s Certificate of Incorporation by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
82,951,711 |
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5,745,297 |
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53,376 |
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25,280,001 |
Proposal 5
The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following vote:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
82,619,803 |
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6,064,612 |
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65,969 |
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25,280,001 |
No other items were presented for stockholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 |
Amendment to the Alphatec Holdings, Inc. Amended and Restated Certificate of Incorporation |
10.1 |
Seventh Amendment to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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ALPHATEC HOLDINGS, INC. |
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Date: |
June 13, 2025 |
By: |
/s/ J. Todd Koning |
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Executive Vice President and Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
ALPHATEC HOLDINGS, INC.
Alphatec Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: The name of this Corporation is Alphatec Holdings, Inc. and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 4, 2005.
SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Corporation’s Restated Certificate of Incorporation, declaring such amendment to be advisable and calling for the stockholders of the Corporation to approve such amendment. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that the first paragraph of Article FOURTH, Section A of the Corporation’s Restated Certificate of Incorporation shall be amended and restated in its entirety to read as follows:
“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 420,000,000 shares, consisting of 400,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and 20,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”). Of such 20,000,000 shares of Preferred Stock, 15,000,000 shares shall be designated as “New Redeemable Preferred Stock.””
THIRD: Thereafter, pursuant to a resolution by the Board of Directors of the Corporation, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware, and this Certificate of Amendment was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the required vote of the stockholders of the Corporation. Accordingly, this Certificate of Amendment has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by its duly authorized officer this 12th day of June, 2025.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
Name: |
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Patrick S. Miles |
Its: |
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Chairman and Chief Executive Officer |
Exhibit 10.1
SEVENTH AMENDMENT TO THE
ALPHATEC HOLDINGS, INC.
2016 EQUITY INCENTIVE PLAN
(As Amended and Restated Effective June 15, 2017)
This Seventh Amendment (this “Amendment”) to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan, as amended and restated effective June 15, 2017 (the “Plan”), is made and adopted by Alphatec Holdings, Inc. (the “Company”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
“(a) Subject to Paragraph 25, the number of Shares which may be issued from time to time pursuant to this Plan shall be 38,383,333 Shares of Common Stock.”
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I hereby certify that the foregoing Amendment was duly adopted by the Compensation Committee of the Board of Directors of the Company on March 25, 2025.
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ALPHATEC HOLDINGS, INC. |
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By: |
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/s/ Patrick S. Miles |
Name: |
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Patrick S. Miles |
Its: |
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Chairman and Chief Executive Officer |