Form POS AM - Post-Effective amendments for registration statement
2023年10月2日 - 10:00PM
Edgar (US Regulatory)
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 |
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83-2540607 |
(State or other jurisdiction of
incorporation or organization) |
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(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) |
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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 |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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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.
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SURGALIGN HOLDINGS, INC. |
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By: |
/s/ Paolo G. Amoruso |
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Name: |
Paolo G. Amoruso |
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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.
2
Surgalign (PK) (USOTC:SRGAQ)
過去 株価チャート
から 5 2024 まで 6 2024
Surgalign (PK) (USOTC:SRGAQ)
過去 株価チャート
から 6 2023 まで 6 2024