What changed in this filing

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Item 9A. Controls and Procedures

2026-02-24 compared with 2025-02-26 · 213 added, 149 removed, 1130 unchanged (24% of the section changed)

28 unchanged sentences

Expiration Date

Executive Vice President and Chief Financial Officer

December 31, 2025

Karen McGinnis

Member of the Board of Directors

December 31, 2025

Joseph Walland

Senior Vice President, Imaging Solutions

Disclosure Regarding Foreign J urisdictions that Prevent Inspections

17 unchanged sentences

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

20 unchanged sentences

(Exhibit 3.1)

Amendment to the Alphatec Holdings, Inc.

Amended and Restated Certificate of Incorporation.

(Exhibit 3.1)

Form of Common Stock Certificate

(Exhibit 4.1)

Amended and Restated Registration Rights Agreement, dated April 16, 2018, by and among Alphatec Holdings, Inc.

and the other signatories thereto

Amended and Restated Registration Rights Agreement, dated April 16, 2018, by and

(Exhibit 4.1)

2 unchanged sentences

Reference herein

among Alphatec Holdings, Inc.

and the other signatories thereto

Registration Rights Agreement, dated November 6, 2018, by and among Alphatec Holdings, Inc.

28 unchanged sentences

(Exhibit 4.1)

Indenture, dated as of August 10, 2021, between Alphatec Holdings, Inc.

Bank National Association, as trustee.

(Exhibit 4.1)

Exhibit Description

1 unchanged sentence

Reference herein

Indenture, dated as of August 10, 2021, between Alphatec Holdings, Inc.

Bank National Association, as trustee.

(Exhibit 4.1)

Form of certificate representing the 0.75% Convertible Senior Notes due 2026.

(Exhibit 4.1)

Indenture, dated as of March 7, 2025, between Alphatec Holdings, Inc.

Bank Trust Company, National Association, as trustee.

(Exhibit 4.1)

Form of certificate representing the 0.75% Convertible Senior Notes due 2030.

(Exhibit 4.2)

Securities Purchase Agreements

10 unchanged sentences

(Exhibit 10.1)

Form of Confirmation of Call Option Transaction

(Exhibit 10.1)

Agreements with Respect to Product Supply, Collaborations, Licenses, Research and Development

13 unchanged sentences

(Exhibit 10.5)

Exhibit Description

Incorporated by

Reference herein

Employment Agreement by and among Patrick S.

1 unchanged sentence

(Exhibit 10.26)

Employment Agreement by and among Eric Dasso, Alphatec Spine, Inc., and Alphatec Holdings, Inc., dated, August 2, 2019

(Exhibit 10.29)

Employment Agreement by and among Dave Sponsel, Alphatec Spine, Inc., and Alphatec Holdings, Inc., dated March 4, 2018

3 unchanged sentences

(Exhibit 10.2)

Exhibit Description

Incorporated by

Reference herein

Severance Agreement between Patrick S.

21 unchanged sentences

(Exhibit 10.2)

Exhibit Description

Incorporated by

Reference herein

Amended and Restated 2016 Equity Incentive Award Plan

6 unchanged sentences

(Exhibit 10.2)

Exhibit Description

Incorporated by

Reference herein

Fourth Amendment to 2016 Equity Incentive Plan

28 unchanged sentences

(Exhibit 10.3)

Exhibit Description

Incorporated by

Reference herein

Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Employment Inducement Award Plan

2 unchanged sentences

(Exhibit 10.5)

Sixth Amendment to the Alphatec Holdings, Inc.

2016 Equity Incentive Plan

(Exhibit 10.7)

Seventh Amendment to the Alphatec Holdings, Inc.

2016 Equity Incentive Plan

(Exhibit 10.1)

Loan Agreements

Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among

Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among Alphatec Holdings, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent

(Exhibit 10.1)

Exhibit Description

Incorporated by

Reference herein

Alphatec Holdings, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent

Credit Agreement, dated as of September 29, 2022, by and among Alphatec Holdings, Inc., Alphatec Spine, Inc.

8 unchanged sentences

Amendment No.

2, dated April 23, 2024, to Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among Alphatec Holdings, Inc., Alphatec Spine, Inc., SafeOp Surgical, Inc., MidCap Funding IV Trust, as agent and the lenders party thereto

2, dated April 23, 2024, to Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among Alphatec Holdings, Inc., Alphatec Spine, Inc., SafeOp Surgical, Inc., MidCap Funding

(Exhibit 10.1)

Exhibit Description

Incorporated by

Reference herein

IV Trust, as agent and the lenders party thereto

Amendment No.

3 unchanged sentences

Subsidiaries of the Registrant and Wholly Owned Subsidiaries of the Registrant's Subsidiaries

Exhibit Description

Incorporated by

Reference herein

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

32 unchanged sentences

Mortimer Berkowitz III

/s/Evan Bakst

February 26, 2025

/s/Quentin Blackford

5 unchanged sentences

February 24, 2026

/s/Jeffrey P.

February 26, 2025

/s/Keith Valentine

4 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:34)

Consolidated Balance Sheets

83 unchanged sentences

Intangible assets, net

Liabilities and Stockholders’ (Deficit) Equity

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

11 unchanged sentences

Commitments and contingencies (Note 7)

Stockholders’ (deficit) equity:

Stockholders’ equity (deficit):

Common stock, $ 0.0001 par value;

400,000 authorized;

144,129 shares issued and outstanding at December 31, 2024, and 139,257 shares issued and 139,245 shares outstanding at December 31, 2023

150,257 shares issued and outstanding at December 31, 2025, and 144,129 shares issued and outstanding at December 31, 2024

Treasury stock, 1,808 shares at December 31, 2025 and December 31, 2024

2 unchanged sentences

Accumulated deficit

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to consolidated financial statements.

9 unchanged sentences

Litigation-related expenses

Amortization expense

Amortization of acquired intangible assets

Transaction-related expenses

4 unchanged sentences

Interest expense, net

Other (expense) income, net

Loss on debt extinguishment

Gain on derivative liability

Other income (expense), net

Total other expense, net

Net loss before taxes

Income tax provision (benefit)

Income tax (benefit) provision

Net loss per share, basic and diluted

9 unchanged sentences

ALPHATEC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF ST OCKHOLDERS’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF ST OCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

6 unchanged sentences

Common stock issued for warrant exercises

Common stock issued for employee

stock purchase plan and stock option

Common stock issued for employee stock purchase plan and stock option exercises

Common stock issued for vesting of

restricted stock units, net of

shares withheld for tax liability

Reclassification of equity-based liability

Issuance of common stock warrant

performance and restricted stock awards, net of

shares retained for tax liability

Purchase of capped calls

Common stock issued for asset acquisition

Reclassification of equity-based liability

Warrant modification

Foreign currency translation adjustments

2 unchanged sentences

ALPHATEC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

12 unchanged sentences

Reclassification of equity-based liability

Common stock offerings, net of offering costs of $ 12,136

Issuance of common stock warrant

Common stock issued for asset acquisition

Foreign currency translation adjustments

2 unchanged sentences

ALPHATEC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands)

5 unchanged sentences

Stock-based compensation

Sales agent equity incentives

Common stock issued for conversion

of Series A preferred stock

Common stock issued for warrant exercises

4 unchanged sentences

shares withheld for tax liability

Reclassification of liability-classified

Common stock issued for asset acquisition

Reclassification of equity-based liability

Common stock offerings, net of offering costs of $ 12,136

Foreign currency translation adjustments

6 unchanged sentences

Operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization

4 unchanged sentences

Loss on disposal of assets

Loss on debt extinguishment

Gain on derivative liability

Changes in operating assets and liabilities:

2 unchanged sentences

Accounts payable

Accrued expenses and other current liabilities

Accrued expenses

Lease liabilities

1 unchanged sentence

Other long-term liabilities

Net cash used in operating activities

Net cash provided by (used in) operating activities

Investing activities:

2 unchanged sentences

Acquisition of business, net of cash acquired

Cash paid for equity investment

Net cash used in investing activities

Financing activities:

Proceeds from Revolving Credit Facility and line of credit

Repayment of Revolving Credit Facility and line of credit

Proceeds from term debt, net of debt discount

Net cash paid for common stock exercises

Proceeds from issuance of convertible notes, net

Repurchase of convertible notes

Repayment of revolving credit facility

Purchase of capped calls

Proceeds from revolving credit facility

Payment of debt issuance costs

Proceeds from term debt, net of debt discount

Net cash received (paid for) common stock exercises

Proceeds from common stock offerings, net of offering costs

9 unchanged sentences

Supplemental disclosure of noncash investing and financing activities:

Debt issuance costs

Financed insurance

Financed property and equipment

Purchases of property and equipment in accounts payable and accrued expenses

Purchases of intangible assets

Purchases of intangible assets in accrued expenses and other long-term liabilities

Common stock issued for asset acquisition

Recognition of derivative liability

Recognition of lease liability

Modification of lease liability for lease amendment

See accompanying notes to consolidated financial statements.

14 unchanged sentences

The Company operates in one reportable business segment.

Reclassification

Certain financial statement line items in the consolidated financial statements for the year ended December 31, 2022 have been aggregated to conform to the current year’s presentation.

Use of Estimates

The carrying amount of financial instruments consisting of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and short-term debt included in the Company’s consolidated financial statements are reasonable estimates of fair value due to their short maturities.

The carrying amount of financial instruments consisting of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, included in the Company’s consolidated financial statements are reasonable estimates of fair value due to their short maturities.

Concentrations of Credit Risk and Significant Customers

67 unchanged sentences

Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business or significant negative industry or economic trends.

If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life.

If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period.

If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset group in which the intangible asset resides over its remaining useful life of the primary asset in the asset group.

The asset group is determined based on the lowest level for which identifiable cash flows can be identified.

If this assessment indicates that the asset group is not recoverable, based on the estimated undiscounted future cash flows of the asset group, the Company reduces the net carrying value of the related intangible assets in the asset group to fair value and may adjust the remaining amortization period.

Significant judgment is required in the forecasts of future operating results that are used in the discounted cash flow valuation models.

8 unchanged sentences

The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

An impairment loss is recognized when estimated future undiscounted cash flows related to the asset are less than its carrying amount.

An impairment loss is recognized when estimated future undiscounted cash flows related to the asset group in which the long-lived asset resides are less than its carrying amount.

Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results.

44 unchanged sentences

Transaction-related costs are expensed as incurred.

Transaction-related expenses consist of certain costs incurred related primarily to the acquisition and integration of Valence, as defined below.

Transaction-related expenses consist of certain costs incurred related primarily to the amendment of the Company's Braidwell term loan, as defined below.

Product Shipment Cost

Product shipment costs for surgical sets are included in sales, general and administrative expenses in the accompanying consolidated statements of operations.

Product shipment costs total ed $ 21.8 million , $ 17.3 million and $ 14.8 million for the years ended December 31, 2024, 2023 and 2022 respectively.

Product shipment costs totaled $ 24.9 million , $ 21.8 million and $ 17.3 million for the years ended December 31, 2025, 2024 and 2023 respectively.

Stock-Based Compensation

37 unchanged sentences

Warrants to purchase common stock

Senior convertible notes

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued Accounting Standard Update ("ASU") No.

2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures to enhance the transparency of income tax disclosures.

The guidance in ASU No.

2023-09 allows for a prospective method of transition, with the option to apply the standard retrospectively.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is in the process of assessing the impact of this standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

In November 2024, the FASB issued Accounting Standards Update ("ASU") No.

2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Topic 220-40).

4 unchanged sentences

The Company is in the process of assessing the impact of this standard on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures that expands disclosure requirements for reportable segments, primarily through enhanced disclosure of significant segment expenses.

2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20).

The standard provides guidance to improve the relevance and consistency in application of the induced conversion guidance.

This guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, on a retrospective or prospective basis.

The Company is in the process of assessing the impact of this standard on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use-Software to increase the operability of the recognition guidance considering different methods of software development.

The guidance in ASU No.

2023-07 allows for a retrospective method of transition.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the new accounting pronouncement on January 1, 2024 .

The adoption of this guidance did no t have an effect on the Company’s financial position, results of operations and cash flows.

See Note 12 - Business Segment and Geographic Disclosure for additional disclosures.

2025-05 requires for a prospective method of transition.

The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods.

The Company is in the process of assessing the impact of this standard on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures to enhance the transparency of income tax disclosures.

The guidance in ASU No.

2023-09 allows for a prospective method of transition, with the option to apply the standard retrospectively.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted the new accounting pronouncement on January 1, 2025 on a prospective basis.

See Note 10 - Income Taxes f or additional disclosures.

Business Combination

6 unchanged sentences

therefore, the goodwill recorded is considered deductible for income tax purposes.

Refer to Note 4 for further details on intangible assets and goodwill acquired.

Fair Value Measurements

11 unchanged sentences

The fair value, based on a quoted market price (Level 1), of the Company’s outstanding 0.75 % Convertible Senior Notes due 2026 (the "2026 Notes") was approximately $ 79.0 million at December 31, 2025 and approximately $ 299.6 million at December 31, 2024.

The fair value, based on a quoted market price (Level 1), of the Company’s outstanding 0.75 % Convertible Senior Notes due 2030 (the "2030 Notes") was approximately $ 618 million at December 31, 2025 .

Balance Sheet Details

1 unchanged sentence

Raw materials

Work-in-process

Finished goods

32 unchanged sentences

Developed product technology

Internally developed software

Trademarks and trade names

5 unchanged sentences

Total intangible assets

During the year ended December 31, 2023, in connection with the Company's acquisition of Valence, as further described in Note 2, the Company recorded additions to developed product technology and goodwill in the amount of $ 26.9 million and $ 24.6 million, respectively.

The intangible asset acquired will be amortized on a straight-line basis over a useful life of seven years .

Total amortization expense was $ 17.1 million, $ 16.4 million and $ 15.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

8 unchanged sentences

Accrued legal expenses

Taxes and fees

Inventory in-transit

6 unchanged sentences

Contract liabilities

Employee Benefit Obligation

Other long-term liabilities

12 unchanged sentences

The Company recognized $ 28.2 million of revenue from its contract liabilities during the year ended December 31, 2023, of which $ 10.9 million was recognized from the beginning contract liabilities balance.

0.75% Convertible Senior Notes due 2030

In March 2025, the Company issued $ 405.0 million aggregate principal amount of senior unsecured 2030 Notes with a stated interest rate of 0.75 % and a maturity date of March 15, 2030 .

The 2030 Notes began accruing interest immediately and are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025 .

The net proceeds from the sale of the 2030 Notes were approximately $ 392.9 million after deducting offering expenses and before cash used for the 2030 Capped Call Transactions, as described below, and the repayment of 80 % of the 2026 Notes, as described below.

The 2030 Notes do not contain any financial covenants.

The 2030 Notes are convertible into shares of the Company’s common stock based upon an initial conversion rate of 64.3407 shares of the Company’s common stock per $ 1,000 principal amount of 2030 Notes (equivalent to an initial conversion price of approximately $ 15.54 per share).

The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock.

Based on the terms of the 2030 Notes, when a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof.

Holders of the 2030 Notes have the right to convert their notes in certain circumstances and during specified periods.

Prior to the close of business of the business day immediately preceding September 17, 2029, holders may convert all or a portion of their 2030 Notes only under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

(2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2030 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

or (3) upon the occurrence of specified corporate events.

From and after September 17, 2029 , holders of the 2030 Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

As of December 31, 2025, none of the conditions permitting the holders of the 2030 Notes to convert have been met.

The 2030 Notes are classified as long-term debt on the condensed consolidated balance sheets as of December 31, 2025.

The 2030 Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 20, 2028 and on or before the 60th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time.

In addition, calling any of the 2030 Notes for redemption will constitute a “make-whole fundamental change” with respect to the redeemable note, in which case the conversion rate applicable to the conversion of the redeemed note will be increased in certain circumstances if such note is converted after it is called for redemption.

If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2030 Notes for cash at a price equal to 100 % of the principal amount of the 2030 Notes plus accrued and unpaid interest.

No principal payments are otherwise due on the 2030 Notes prior to maturity.

At the time of issuance, the Company determined that the 2030 Notes had an embedded conversion option that met the criteria to be bifurcated and accounted for separately from the 2030 Notes.

The Company initially recorded the fair value of the embedded conversion option as a derivative liability and the principal amount of the 2030 Notes as a long-term liability, net of debt discount and deferred issuance costs.

In June 2025, conditions necessary for separate accounting of the conversion option as a derivative liability were no longer met.

Accordingly, the conversion option derivative liability was remeasured as of the date of the change and subsequently reclassified to additional paid-in capital on the Company’s condensed consolidated statements of shareholders’ equity (deficit) .

The annual effective interest rate for the 2030 Notes is 9.1 %.

The Company recognized interest expense on the 2030 Notes of $ 21.0 million during the year ended December 31, 2025, which includes $ 18.5 million for the amortization of debt discount costs.

The Company uses the if-converted method for assumed conversion of the 2030 Notes to compute the weighted-average shares of common stock outstanding for diluted earnings per share, if applicable.

The outstanding principal amount and carrying value of the 2030 Notes consists of the following (in thousands):

Unamortized debt discount and debt issuance costs

Net carrying value

2030 Capped Call Transactions

In connection with the offering of the 2030 Notes, the Company entered into privately negotiated capped call transactions (the “2030 Capped Call Transactions”) with certain financial institutions.

The 2030 Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2030 Notes upon conversion of the 2030 Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the 2030 Capped Call Transactions with such reduction and/or offset subject to a cap.

The 2030 Capped Call Transactions have an initial cap price of $ 23.46 per share of the Company’s common stock, which represents a premium of 100 % over the last reported sale price of the Company’s common stock on March 4, 2025, and is subject to certain adjustments under the terms of the 2030 Capped Call Transactions.

Collectively, the 2030 Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the 2030 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2030 Notes.

The cost of the 2030 Capped Call Transactions was approximately $ 42.5 million.

The 2030 Capped Call Transactions are separate transactions and are not part of the terms of the 2030 Notes and will not affect any holder’s rights under the 2030 Notes.

Holders of the 2030 Notes will not have any rights with respect to the 2030 Capped Call Transactions.

The 2030 Capped Call Transactions meet all of the applicable criteria for equity classification, and as a result, the related $ 42.5 million cost was recorded as a reduction to additional paid-in capital on the Company’s condensed consolidated statements of shareholders’ equity (deficit).

On January 6, 2023, the Company entered into a $ 150.0 million term loan credit facility with Braidwell Transaction Holdings, LLC (the “Braidwell Term Loan”).

The Braidwell Term Loan provides for an initial term loan of $ 100.0 million which was funded on the closing date.

The Braidwell Term Loan provided for an initial term loan of $ 100.0 million which was funded on the closing date.

On September 28, 2023, the Company drew an additional $ 50.0 million (the “delayed draw term loan(s)” or the “DDTL”).

On October 29, 2024, the Company entered into an amendment of the Braidwell Term Loan, which provides for an additional term loan of $ 50.0 million, subject to the terms of the original term loan credit facility.

On October 29, 2024, the Company entered into an amendment of the Braidwell Term Loan, which provided for an additional term loan of $ 50.0 million, subject to the terms of the original term loan credit facility.

The Braidwell Term Loan matures on January 6, 2028 .

As of December 31, 2024, the outstanding balance under the Braidwell Term Loan was $ 200.0 million.

In conjunction with the issuance of the Braidwell Term Loan, the Company incurred $ 3.6 million in debt issuance costs and $ 3.5 million in commitment fees.

As of December 31, 2025, the outstanding balance under the Braidwell Term Loan was $ 200.0 m illion.

In conjunction with the issuance of the Braidwell Term Loan, the Company incurred $ 3.6 million in debt issuance costs and $ 3.5 millio n in commitment fees.

Commitment fees paid to the lender were accounted for as a debt discount.

8 unchanged sentences

During the year ended December 31, 2025, the Company recognized interest expense on the Braidwell Term Loan of $ 22.0 million, which includes $ 0.5 million for the amortization of debt issuance costs and $ 0.9 million for the debt discount.

During the year ended December 31, 2023, the Company recognized interest expense on the Braidwell Term Loan of $ 13.2 million, which includes $ 0.4 million for the amortization of debt issuance costs and $ 0.2 million for the debt

During the year ended December 31, 2024 , the Company recognized interest expense on the Braidwell Term Loan of $ 18.9 million, which includes $ 0.7 million for the amortization of debt issuance costs and $ 0.3 million for the debt discount.

Upon the Braidwell Term Loan’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Braidwell Term Loan will be due and payable.

9 unchanged sentences

The Company subsequently exercised the accordion feature and increased the borrowing capacity by $ 25.0 million up to the full $ 75.0 million borrowing capacity.

The Revolving Credit Facility matures on the earlier of September 29, 2027 , or 90 days prior to the final maturity date of the Company’s 2026 Notes.

The Revolving Credit Facility matures on September 29, 2027 .

As of December 31, 2025 , the outstanding balance under the Revolving Credit Facility was $ 15.0 million.

In January 2025, the Company repaid $ 52.8 million of the outstanding balance.

In conjunction with obtaining the Revolving Credit Facility, the Company incurred $ 1.4 million in debt issuance costs.

These costs were capitalized to other assets on the consolidated balance sheets and are being amortized over the life of the Revolving Credit Facility.

As of December 31, 2024, and 2023, debt issuance costs, net of accumulated amortization, associated with the Revolving Credit Facility were $ 0.8 million and $ 1.0 million, respectively.

As of December 31, 2025, and 2024, debt issuance costs, net of accumulated amortization, associated with the Revolving Credit Facility were $ 0.5 m illion and $ 0.8 million, respectively.

The outstanding loans bear interest at the sum of SOFR plus 3.5 % per annum.

2 unchanged sentences

Interest and unused line fees incurred are due and capitalized to the outstanding principal balance monthly.

The Company recognized interest expense on the Revolving Credit Facility of $ 3.4 million during the year ended December 31, 2024, which includes $ 0.2 million for the amortization of debt issuance costs.

The Company recognized interest expense on th e Revolving Credit Facility of $ 1.8 million during the year ended December 31, 2025 , which includes $ 0.3 mil lion for the amortization of debt issuance costs.

The Company recognized interest expense on the Revolving Credit Facility of $ 3.4 million during the year ended December 31, 2024 , which includes $ 0.2 million for the amortization of debt issuance costs.

13 unchanged sentences

Interest on the 2026 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022 .

The net proceeds from the sale of the 2026 Notes were approximately $ 306.2 million after deducting the initial purchasers’ offering expenses and before cash used for the privately negotiated capped call transactions (the "Capped Call Transactions"), as described below, the repurchase of stock , and the repayment of the outstanding unsecured term loan with Squadron Medical Finance Solutions, LLC (the “Squadron Medical Term Loan") and outstanding obligation under the Inventory Financing Agreement, as described below.

The net proceeds from the sale of the 2026 Notes were approximately $ 306.2 million after deducting the initial purchasers’ offering expenses.

The 2026 Notes do not contain any financial covenants.

3 unchanged sentences

Holders of the 2026 Notes have the right to convert their notes in certain circumstances and during specified periods.

Prior to the close of business on the business day immediately preceding February 2, 2026, holders may convert all or a portion of their 2026 Notes only under the following circumstances:

Prior to the close of business of the business day immediately preceding February 2, 2026, holders may convert all or a portion of their 2026 Notes only under the following circumstances:

(1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

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As of December 31, 2025, none of the conditions permitting the holders of the 2026 Notes to convert have been met.

The 2026 Notes are classified as long-term debt on the consolidated balance sheets as of December 31, 2024 and 2023.

The 2026 Notes are classified as current debt on the consolidated balance sheets as of December 31, 2025.

The 2026 Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time.

In addition, calling any of the notes for redemption will constitute a “make-whole fundamental change” with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if such note is converted after it is called for redemption.

In March 2025 the Company repurchased 80 % of the 2026 Notes for $ 268.4 million.

The Company determined that the redemption of the 2026 Notes should be accounted for as a partial extinguishment of the 2026 Notes.

As a result of the partial extinguishment, the Company wrote off $ 2.3 million of the unamortized debt issuance costs and debt discou nt.

The Company recorded a loss on debt extinguishment of $ 17.6 million during the year ended December 31, 2025.

If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2026 Notes for cash at a price equal to 100 % of the principal amount of the 2026 Notes plus accrued and unpaid interest.

No principal payments are otherwise due on the 2026 Notes prior to maturity.

The Company recorded the full principal amount of the 2026 Notes as a long-term liability net of deferred issuance costs.

The 2026 Notes, net of unamortized debt issuance costs, are classified as short-term debt on the consolidated balance sheets as of December 31, 2025.

The annual effective interest rate for the 2026 Notes is 1.4 %.

The Company recognized interest expense on the 2026 Notes of $ 4.4 million during the years ended December 31, 2024, 2023 and 2022, which inclu des $ 2.0 million for the amortization of debt issuance costs during the years ended December 31, 2024, 2023 and 2022.

The Company recognized interest expense on the 2026 Notes of $ 1.4 million during the year ended December 31, 2025 , which includes $ 0.8 million for the amortization of debt issuance costs during the year ended December 31, 2025 .

The Company recognized interest expense on the 2026 Notes of $ 4.4 million during the years ended December 31, 2024 and 2023, which includes $ 2.0 million for the amortization of debt issuance costs during the years ended December 31, 2024 and 2023.

The Company uses the if-converted method for assumed conversion of the 2026 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share, if applicable.

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Monthly and quarterly installments of principal and interest under each PGE loan agreement is due until the original principal amounts and applicable interest is fully repaid in 2027.

The outstanding obligation under each loan as of December 31, 2024 w as $ 2.1 million and $ 0.9 million at weighted average interest rates of 0.95 % and 1.25 %, respectively, and weighted average costs of the state guaranty of 0.68 % and 1.0 %, respectively.

The outstanding obligation under each loan as of December 31, 2025 w as $ 1.3 million and $ 0.6 million at weighted average int erest rates of 0.98 % and 1.25 %, respectively, and weighted average costs of the state guaranty of 0.69 % and 1.0 %, respectiv ely.

Debt consists of the following (in thousands):

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The OCEANEs matured on May 31, 2023 and the outstanding OCEANEs and accrued interest were paid in full on May 31, 2023.

As of December 31, 2023, no OCEANEs remained outstanding.

Interest expense was $ 0.3 million and $ 0.8 million for the years ended December 31, 2023 and 2022, respectively.

Commitments and Contingencies

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Any short-term leases defined as twelve months or less or month-to-month leases are excluded and are expensed each month.

Total costs associated with these short-term leases are immaterial to all periods presented.

Total costs associated with these short-term leases are immaterial to all years presented.

The Company leases office and storage facilities and equipment under various operating and financing lease agreements.

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The Company had an immaterial amount of financing leases as of December 31, 2025, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities, on the consolidated balance sheets.

On December 1, 2023, the Company entered into a nine-year operating lease in Paris, France that commenced on April 1, 2024 , and will terminate on December 31, 2032 .

Future minimum annual lease payments for all operating leases of the Company are as follows as of December 31, 2025 (in thousands):

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In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated or unrelated to reasonably possible outcomes, and as such are not meaningful indicators of the Company’s potential liability.

In May 2025, the Company entered into a settlement with a shareholder to resolve a legal dispute.

The Company recorded the amount of the settlement, which is included in litigation-related expenses in the condensed consolidated statements of operations and accrued expenses and other current liabilities on the condensed consolidated balance sheets for the year ended December 31, 2025.

Indemnifications

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Royalties are included on the accompanying consolidated statements of operations as a component of cost of sales.

There were 200,000,000 shares of common stock authorized at December 31, 2024 and 2023.

There were 400,000,000 and 200,000,000 shares of common stock authorized at December 31, 2025 and 2024 , respectively.

On June 12, 2025, the Company increased its authorized shares to 400,000,000 .

On October 27, 2023, the Company completed an underwritten public offering (the "Public Offering") of 14,300,000 shares of the Company’s common stock at a public offering price of $ 10.50 per share.

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The net proceeds from the offering were approximately $ 145.8 million, including the underwriting discounts and commissions and offering expenses paid by the Company.

On August 11, 2023, the Company completed an at the market offering of 668,484 shares of the Company’s common stock.

The net proceeds from the offering were approximately $ 9.9 million, including the underwriting discounts and commissions and offering expenses paid by the Company.

On April 19, 2023, the Company completed a registered securities offering (the “Offering”) of 4,285,715 shares of the Company’s common stock at a price of $ 14.00 per share.

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The Company issued shares of redeemable preferred stock in connection with its initial public offering in June 2006.

As of December 31, 2024, and 2023, the redeemable preferred stock carrying value was $ 23.6 million and there were 20 million shares of redeemable preferred stock authorized.

As of December 31, 2025, and 2024, the redeemable preferred stock carrying value was $ 23.6 million and there were 20,000,000 shares of redeemable preferred stock authorized.

The redeemable preferred stock is not convertible into common stock but is redeemable at $ 9.00 per share, (i) upon the Company’s liquidation, dissolution or winding up, or the occurrence of certain mergers, consolidations or sales of all or substantially all of the Company’s assets, before any payment to the holders of the Company’s common stock, or (ii) at the Company’s option at any time.

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The redeemable preferred stock is presented separately from stockholders’ equity in the consolidated balance sheets and any adjustments to its carrying value up to its redemption value of $ 9.00 per share are reported as a dividend.

2017 PIPE Warrants

The 2017 common stock warrants (the “2017 PIPE Warrants”) had a five-year life and were exercisable by cash exercise only.

The 2017 PIPE Warrants expired in 2022, and no 2017 PIPE warrants remained outstanding as of December 31, 2022.

During the year ended December 31, 2022, there were approximately 2,312,000 2017 PIPE Warrant exercises for total cash proceeds of $ 3.5 million.

2018 PIPE Warrants

The 2018 common stock warrants (the “2018 PIPE Warrants”) had a five-year life and were exercisable by cash or cashless exercise.

The 2018 PIPE Warrants expired in May 2023, and no 2018 PIPE warrants remained outstanding as of December 31, 2023.

During the year ended December 31, 2023, there were approximately 6,311,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million.

During the year ended December 31, 2022, there were approximately 2,168,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million.

SafeOp Surgical Merger Warrants

The SafeOp common stock warrants (the “SafeOp Warrants”), had a five-year life and were exercisable by cash or cashless exercise.

The SafeOp Warrants expired in May 2023, and no SafeOp Warrants remained outstanding as of December 31, 2023.

During the year ended December 31, 2023, there were 937,000 cashless SafeOp Warrant

During the year ended December 31, 2022, there were approximately 257,000 cashless SafeOp Warrant exercises.

Squadron Medical Warrants

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The L-5 Healthcare Warrants expire in August 2026 and are exercisable by cashless exercise.

No L-5 Healthcare Warrants have been exercised as of December 31, 2024.

All L-5 Healthcare Warrants have been exercised as of December 31, 2025.

A summary of all outstanding warrants as of December 31, 2025 is as follows (in thousands):

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December 2026

L-5 Healthcare Warrants

Various through June 2026

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The aggregate intrinsic value of options at December 31, 2025 is based on the Company’s closing stock price on the last business day of 2025 of $ 21.04 per shar e.

As of December 31, 2024, there was nominal unrecognized compensation expense for stock options which is expected to be recognized on a straight-line basis over a weighted average period of approximately 0.43 years.

As of December 31, 2025 , there was no unrecognized compensation expense for stock options.

Restricted Stock Units and Performance Based Restricted Stock Units

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The total fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 68.5 million, $ 59.4 million and $ 104.3 million, respectively.

As of December 31, 2024, there was $ 50.0 million o f unrecognized compensation expense for restricted stock awards, restricted stock units, and performance-based restricted units which is expected to be recognized on a straight-line basis over a weighted average period of approximat ely 1.63 years.

As of December 31, 2025, there was $ 58.6 million of unrecognized compensation expense for restricted stock awards, restricted stock units, and performance-based restricted units which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.59 years.

Salary-to-Equity Conversion Program

On March 31, 2025, the Compensation Committee of the Board of Directors of the Company adopted a salary conversion plan (the “Plan”) under which the cash payment of base salaries for certain Company executive officers was reduced by 10 % to 50 % and, in exchange, the Company's executive officers were granted RSUs.

The RSUs granted under the Plan vested in two equal installments on August 5, 2025 and December 5, 2025, subject to the respective executive officer's continued employment with the Company on each vesting date.

Employee Stock Purchase Plan

In 2007, the Company adopted the ESPP.

On June 14, 2023, the Company’s shareholders approved a third amendment to the ESPP which increased the number of shares of common stock available for purchase under the ESPP by 1,500,000 shares, resulting in total common stock reserved for issuance under the ESPP of 3,637,449 shares.

As of December 31, 2024, approximately 714,000 shares were available under the ESPP for future issuance.

In 2007, the Company adopted the Employee Stock Purchase Plan ("ESPP").

A total of 3,637,449 shares of common stock have been reserved for issuance under the ESPP.

As of December 31, 2025, approximately 222,000 shares were available for future issuance.

The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted purchase price using their own accumulated payroll deductions.

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Development Services plans

Authorized for future grant under the Management

Objective Strategic Incentive Plan

Authorized for future grant under the Company

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Total income tax provision

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S.

statutory federal income tax rate to pretax loss as a result of the following differences:

The reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the year ended December 31, 2025 after the adoption of ASU 2023-09 is as follows (in thousands):

federal statutory income tax rate

State and local income tax , net of federal income tax effect (1)

Foreign tax effects

Changes in valuation allowances

Other foreign jurisdictions

Research and development credits

Changes in valuation allowances

Nontaxable or nondeductible items

Stock-based compensation

Repurchase premium

Changes in unrecognized tax benefits

Other adjustments

Effective income tax and tax rate

(1) State taxes in California and Texas made up the majority (greater than 50%) of the tax effect in this category.

The reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, is as follows:

Federal statutory rate

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Expiration of tax attribute

Liquidation entries

Valuation allowance

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Right-of-use assets

Derivative conversion feature

Unrealized foreign exchange gain

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As of December 31, 2025, a valuation allowance of $ 246.4 million has been established against the deferred tax assets, as the Company has determined that it is currently not likely that these assets will be realized.

During the years ended December 31, 2024, 2023 and 2022, the valuation allowance increased by $ 35.3 million, $ 43.6 million and $ 39.4 million, respectively.

During the year ended December 31, 2025, the valuation allowance decreased by $ 0.4 million, and d uring the years ended December 31, 2024 and 2023, the valuation allowance increased by $ 35.3 million and $ 43.6 million, respectively.

In determining the need for a valuation allowance, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance.

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Increases in tax positions for prior years

Decreases in tax positions for prior years

Increases in tax positions for current year relating to ongoing operations

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The Company recognizes interest and penalties related to income tax matters as a component of the income tax provision.

As of December 31, 2024, 2023 and 2022, there wer e $ 0.18 million , $ 0.1 million and $ 0.04 million in accrued interest and penalties, respectively.

As of December 31, 2025, 2024 and 2023, there were $ 0.1 mil lion, $ 0.18 million and $ 0.1 million in accrued interest and penalties, respectively.

The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions.

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Federal and state net operating losses generated after December 31, 2017 of $ 577.6 million and $ 115.2 million, respectively, can be carried forward indefinitely.

The remaining federal and state net operating losses begin expiring at various dates begin ning in 2025 through 2044 , while foreign net operating losses in France carryforward indefinitely.

At December 31, 2024, the Company had federal and state research and development tax cre dit carryforwards of $ 9.0 million and $ 7.8 million, respectively.

The remaining federal and state net operating losses begin expiring at various dates beginning in 2025 through 2044 , while foreign net operating losses in France carryforward indefinitely.

At December 31, 2025 , the Company had federal and state research and development tax credit carryforwards of $ 12.7 million and $ 10.8 million, respectively.

The federal research and development tax credits begin expiring in 2042 and the state research and development tax credits do not have an expiration date and may be carried forward indefinitely.

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The Company will make adjustments to the fully reserved attributes as further studies are completed.

On July 4, 2025, the One Big Beautiful Bill (“OBBBA”) was signed into law.

The OBBBA includes a broad range of U.S.

tax reform measures, including, among other provisions the immediate expensing of domestic research and development expenditures, 100% bonus depreciation for qualified assets and modifications to Section 163(j) interest expense limitations.

In accordance with ASC 740, the Company has recognized the effects of the new tax law in the period of enactment.

As the Company maintains a full valuation allowance on its U.S.

deferred tax assets, the legislation does not have a material impact on its consolidated financial statements.

Related Party Transactions

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures