UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 8, 2019
RTI SURGICAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 01-38832 | 83-2540607 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
520 Lake Cook Road, Suite 315, Deerfield Illinois | 32615 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (877)343-6832
RTI Surgical, Inc., 11621 Research Circle, Alachua, Florida, 32615
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4 (c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of exchange on which registered | ||
common stock, $0.001 par value | RTIX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2). 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. ☐
Explanatory Note
On March 11, 2019, RTI Surgical Holdings, Inc. (the “Company”) filed a Current Report on Form8-K (the ”Form 8-K”) in connection with the closing, on March 8, 2019, of the previously announced transaction, pursuant to which RTI Surgical, Inc. (“Legacy RTI”) and Paradigm Spine LLC (“Paradigm”) became direct wholly owned subsidiaries of the Company (the “Transaction”).
This Current Report on Form8-K/A is being filed to amend the Form8-K to provide the financial statements and pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form8-K. The pro forma financial information included in this Form8-K/A has been presented for informational purposes only, as required by Form8-K. It does not purport to represent the actual results of operations that Legacy RTI and Paradigm would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Transaction. Except as described in this Form8-K/A, all other information in the Company’s Current Report on Form8-K filed on March 11, 2019 remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired. |
The audited consolidated balance sheets of Paradigm as of December 31, 2018, December 31, 2017, and December 31, 2016, and consolidated statements of operations, comprehensive loss, changes in members’ deficit and cash flows for the three years ended December 31, 2018, December 31, 2017, and December 31, 2016, and related notes are included as Exhibit 99.1 to this Form8-K/A.
(b) | Pro Forma Financial Information. |
The required unaudited pro forma combined financial information of Legacy RTI and Paradigm for the three months ended March 31, 2019, and the year ended December 31, 2018, are included as Exhibit 99.2 to this Form8-K/A.
(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.
RTI SURGICAL HOLDINGS, INC. | ||||||
Date: May 17, 2019 | By: | /s/ Jonathon M. Singer | ||||
Name: Jonathon M. Singer | ||||||
Title: Chief Financial and Administrative Officer |