Surgalign Holdings (SRGA) Prices 6M Share Direct Offering at $2/sh

Surgalign Holdings, Inc. (Nasdaq: SRGA), a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, today announced that it has entered into a definitive agreement with a single institutional investor for the sale and issuance of 6,000,000 shares of the Company's common stock (or pre-funded warrants in lieu thereof) and Series A warrants to purchase up to 6,000,000 shares of common stock and Series B warrants to purchase up to 1,500,000 shares of common stock at a combined offering price of $2.00 per share of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants, in a registered direct offering priced at-the-market under the Nasdaq Rules. The Series A warrants and the Series B warrants have an exercise price of $1.815 per share, will become exercisable commencing the date of issuance, and will expire five years following the issuance date for the Series A warrants and three years following the issuance date for the Series B warrants. The closing of the offering is expected to occur on or about November 16, 2022, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to Surgalign from this offering are expected to be $12.0 million, before deducting the placement agent's fees and other offering expenses. Surgalign intends to use the net proceeds from this offering for working capital and general corporate purposes, including the implementation of our cost cutting initiative and preparation for approval, utilization and ongoing development of our digital health offerings.

A “shelf” registration statement (File Number 333-259893) relating to the offered securities was filed with the Securities and Exchange Commission (“SEC”) on September 29, 2021 and was declared effective on December 28, 2021. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The Company also has agreed that certain existing warrants held by the investor in the offering to purchase up to an aggregate of 1,061,594 shares of the Company’s common stock that were previously issued to the investor in June 2021 and February 2022, at exercise prices of $51.75 and $18.00 per share, respectively, and expiration dates of June 2024 and February 2027, respectively, will be amended effective upon the closing of the offering so that the amended warrants will have a reduced exercise price of $1.815 per share and will expire five years following the closing of the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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