Alphatec Holdings Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Alphatec Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 11, 2025, Alphatec Holdings, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of its stock from 220,000,000 to 420,000,000 and of its common stock from 200,000,000 to 400,000,000. A detailed description of the Amendment is contained in the definitive proxy statement for the Annual Meeting, filed pursuant to Schedule 14A with the Securities and Exchange Commission on April 25, 2025, and as further supplemented on May 8, 2025 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference.

The Company’s Board of Directors previously approved the Amendment, subject to and conditioned upon stockholder approval at the Annual Meeting. The Amendment was filed with the Secretary of State of the State of Delaware on, and is effective as of, June 12, 2025. A copy of the Amendment is attached hereto as Exhibit 3.1.

The description of the Amendment contained herein is qualified in its entirety by reference to the full text of the Amendment attached hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2025, the Company held its Annual Meeting. The Proxy Statement describes in detail each of the five proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 16, 2025, the record date of the Annual Meeting, there were 146,118,365 issued and outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 114,030,387 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.

Proposal 1

The stockholders elected each of Mortimer Berkowitz III, Quentin Blackford, David Demski, Karen K. McGinnis, Patrick S. Miles, David R. Pelizzon, Jeffrey P. Rydin, Keith Valentine, and Ward W. Woods to serve on the Company’s Board of Directors for a term of one year until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:

Proposal 2

The stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025 by the following vote:

Proposal 3

The stockholders approved the amendment of the Company’s 2016 Equity Incentive Plan by the following vote:

Proposal 4

The stockholders approved the amendment of the Company’s Certificate of Incorporation by the following vote:

Proposal 5

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following vote:

No other items were presented for stockholder approval at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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 hereunto duly authorized.