ATEC Alphatec Holdings Inc

As filed with the Securities and Exchange Commission on February 28, 2024

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Alphatec Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		20-2463898
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Alphatec Holdings, Inc.

1950 Camino Vida Roble

Carlsbad, California 92008

(Address of Principal Executive Offices) (Zip Code)

Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan

(Full Title of the Plan)

Tyson E. Marhsall, Esq.

General Counsel and Secretary

Alphatec Holdings, Inc.

1950 Camino Vida Roble

Carlsbad, California 92008

(Name and Address of Agent for Service)

(760) 431-9286

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Joshua E. Little, Esq.

Dentons Durham Jones Pinegar P.C.

192 E. 200 N., Third Floor

St. George, Utah 84770

(435) 674-0400

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐

---

EXPLANATORY NOTE

This Registration Statement registers the offer and sale of an additional 600,000 shares of Common Stock for issuance under the Inducement Plan. In accordance with Instruction E to Form S-8, the contents of the following prior registration statement on Form S-8, previously filed with respect to the Inducement Plan, are hereby incorporated by reference: (i) 350,000 shares of Common Stock on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 5, 2016 (File No. 333-213981), (ii) 600,000 shares of Common Stock on Form S-8 filed with the Commission on December 12, 2016 (File No. 333-215036), (iii) 600,000 shares of Common Stock on Form S-8 filed with the Commission on March 30, 2017 (File No. 333-217055), (iv) 1,000,000 shares of Common Stock on Form S-8 filed with the Commission on October 24, 2017 (File No. 333-221084), (v) 600,000 shares of Common Stock on Form S-8 filed with the Commission on May 21, 2018 (File No. 333-225080); and (vi) 400,000 shares of Common Stock on Form S-8 filed with the Commission on July 16, 2019 (File No. 333-232661).

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Inducement Plan. The documents containing the information specified in Part I will be delivered to the participants in the Inducement Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the rules and regulations of the Commission, the information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement or in a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement and is incorporated herein by reference.

 

---

INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT

 

Exhibit Number		Exhibit Description		Filed with this Report		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/Reg. Number
5.1		Opinion of Dentons Durham Jones Pinegar P.C., filed herewith		X
10.1		Alphatec Holdings, Inc. 2016 Employment Inducement Plan				Form S-8 (Exhibit 10.2)		10/05/16		333-213981
10.2		First Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan				Form S-8 (Exhibit 10.2)		12/12/16		333-215036
10.3		Second Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan				Form S-8 (Exhibit 10.3)		03/31/17		333-217055
10.4		Third Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan				Form 8-K (Exhibit 10.4)		10/2/17		000-52024
10.5		Fourth Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan				Form 8-K (Exhibit 10.5)		03/12/18		000-52024
10.6		Fifth Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan				Form S-8 (Exhibit 10.6)		07/16/19		333-232661
10.7		Sixth Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan		X
23.1		Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP, filed herewith		X
23.3		Consent of Dentons Durham Jones Pinegar P.C. (included in Exhibit 5.1)		X
107		Filing Fee Table		X

 

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on February 28, 2024.

 

ALPHATEC HOLDINGS, INC.
By:		/s/ Patrick S. Miles
		Patrick S. Miles
		Chairman and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Alphatec Holdings, Inc. (the “Company”), hereby severally constitute and appoint Patrick S. Miles and J. Todd Koning, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title(s)		Date
/s/ Patrick S. Miles Patrick S. Miles		Chairman and Chief Executive Officer (Principal Executive Officer)		February 28, 2024
/s/ J. Todd Koning		EVP, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 28, 2024
J. Todd Koning
/s/ Beth Altman Beth Altman		Director		February 28, 2024
/s/ Mortimer Berkowitz III Mortimer Berkowitz III		Director		February 28, 2024
/s/ Quentin Blackford Quentin Blackford		Director		February 28, 2024
/s/ David Demski David Demski		Director		February 28, 2024
/s/ Karen K. McGinnis Karen K. McGinnis		Director		February 28, 2024

---

/s/ Marie Meynadier Marie Meynadier		Director		February 28, 2024
/s/ David H. Mowry David H. Mowry		Director		February 28, 2024
/s/ David R. Pelizzon David R. Pelizzon		Director		February 28, 2024
/s/ Jeffrey P. Rydin Jeffrey P. Rydin		Director		February 28, 2024
/s/ James L.L. Tullis James L.L. Tullis		Director		February 28, 2024
/s/ Ward W. Woods Ward W. Woods		Director		February 28, 2024

---

February 28, 2024

Alphatec Holdings, Inc.
1950 Camino Vida Roble
Carlsbad, CA 92008

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Alphatec Holdings, Inc., a Delaware corporation (the “Corporation”), in connection with the proposed issuance of 600,000 shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), pursuant to the Alphatec Holdings, Inc. Amended and Restated 2016 Employee Award Inducement Plan (the “Inducement Plan”). The Shares are included in a registration statement on Form S-8 under the securities act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares have been issued by the Company against payment therefor, in the circumstances contemplated by the Inducement Plan, assuming in each case that the individual grants or awards under the Inducement Plan are duly authorized by all necessary corporate action and exercised in accordance with the requirements of law, such corporate action and the Inducement Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. This opinion is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis, legal conclusion or other matters in this opinion.

---

We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the act or the rules and regulations of the Commission thereunder.

Sincerely,

Dentons Durham Jones Pinegar P.C.

 

---

SIXTH AMENDMENT TO THE

ALPHATEC HOLDINGS, INC.

2016 EMPLOYMENT INDUCEMENT AWARD PLAN

This Sixth Amendment (this “Amendment”) to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (as amended and/or restated to date, 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.

1. Section 3(a) of the Plan is hereby amended to read as follows:

	“(a)	The number of Shares which may be issued from time to time pursuant to this Plan shall be 4,150,000 shares of Common Stock.”

2. This Amendment is effective as of October 25, 2023.

3. This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed.

* * * * * * * *

I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on October 25, 2023.

 

ALPHATEC HOLDINGS, INC.
By:		/s/ Patrick S. Miles
Name:		Patrick S. Miles
Its:		Chief Executive Officer, President & Chairman

 

 

 

---

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 27, 2024, relating to the financial statements of Alphatec Holdings, Inc. and the effectiveness of Alphatec Holdings, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Alphatec Holdings, Inc. for the year ended December 31, 2023.

 

/s/ Deloitte & Touche LLP

San Diego, California

 

February 28, 2024

---

 

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Alphatec Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(3)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, $0.0001 par value per share	Rule 457(c) and (h)	600,000(2)	$15.06	$9,036,000	0.0001476	$1,333.71
Total Offering Amounts							$1,333.71
Total Fees Previously Paid							-
Total Fee Offsets							-
Net Fees Due							$1,333.71

 

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers shall also cover additional shares which may be subject to grant or otherwise issuable by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding common stock.
(2)	Represents an additional 600,000 shares of common stock, par value $0.0001 per share (“Common Stock”) available for future issuance under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (the “Inducement Plan”) pursuant to an amendment to the Inducement Plan approved by the Compensation Committee of the Board of Directors of Alphatec Holdings, Inc. (the “Company”) on October 25, 2023. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the Inducement Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the Inducement Plan.
(3)	This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $15.06, which is the average of the high and low prices for the Registrant’s common stock as reported on The Nasdaq Global Select Market on February 26, 2024.

 

Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named Plans are granted, exercised and/or distributed.

---

---