Item 5. Other Information
Item 5. Other Information
Adoption, Modification or Termination of Trading Arrangements
A portion of the compensation of our directors and officers is in the form of equity awards, and, from time to time, directors and officers engage in open-market transactions with respect to the securities they acquire pursuant to such equity awards we have issued.
Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions comply with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.
The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended March 31, 2025, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading
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arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period:
Name
Title of Director or Officer
Action
Date
Total Shares to be Sold
Expiration Date
J. Todd Koning
Executive Vice President and Chief Financial Officer
Modify
1/27/2025
89,321
12/31/2025
Craig E. Hunsaker
Executive Vice President, People & Culture
Adopt
3/3/2025
350,000
6/3/2026
Craig E. Hunsaker
Executive Vice President, People & Culture
Terminate
3/3/2025
N/A
N/A
Tyson Marshall
General Counsel & Corporate Secretary
Adopt
3/14/2025
75,595
8/12/2026
Scott Lish
Executive Vice President and Chief Operating Officer
Adopt
3/14/2025
112,938
6/1/2026
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Item 6. E xhibits
Exhibit
Number Exhibit Description
4.1
Indenture, dated as of March 7, 2025, between Alphatec Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee. (1)
4.2
Form of certificate representing the 0.75% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). (2)
10.1
Form of Confirmation of Capped Call Transaction. (3)
31.1
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
The following materials from the Alphatec Holdings, Inc. Quarterly Report on Form 10-Q for the three months ended March 31, 2025, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2025 and December 31, 2024, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the Three months ended March 31, 2025 and 2024, (iii) Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three months ended March 31, 2025 and 2024, (iv) Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) for the Three months ended March 31, 2025 and 2024, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
(1) Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 14, 2025.
(2) Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 14, 2025.
(3) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 14, 2025.
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SIGNAT URES
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 thereunto duly authorized.
ALPHATEC HOLDINGS, INC.
By:
/s/ Patrick S. Miles
Patrick S. Miles
Chairman and Chief Executive Officer
(principal executive officer)
By:
/s/ J. Todd Koning
J. Todd Koning
Executive Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer)
Date: May 1, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.