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.
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.
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