U.S. Securities and Exchange Commission Establishes Surgalign Holdings, Inc. Fair Fund

PORTLAND, Ore., June 30, 2025 /PRNewswire/ -- 

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING
File No. 3-20945

In the Matter of Surgalign Holdings, Inc. and Robert P. Jordheim, Respondents.

TO: Individuals and entities, or their lawful successors, who purchased and/or acquired shares of Surgalign Holdings, Inc. under the symbol RTIX ("RTIX" or "Security") during the period from April 23, 2015 through March 16, 2020, inclusive (the "Relevant Period").

If you fall within the group above, you must submit a completed Claim Form with the documentation substantiating your claim so that it is postmarked (or if not sent by U.S. Mail, received) by October 25, 2025 (the "Claims Bar Date"), to be considered for eligibility to receive a Distribution Payment from the Surgalign Holdings, Inc. Fair Fund ("Fair Fund").

Purpose of this Plan Notice

The purpose of this Plan Notice is to inform you that you may be eligible to share in the proceeds of the Fair Fund described herein. To be potentially eligible to share in the Fair Fund, you must file a Claim Form in accordance with the steps set forth in this Plan Notice and in the Plan of Distribution (the "Plan") approved by the Securities and Exchange Commission ("SEC" or "Commission"). Claim Forms, together with this Plan Notice, are being mailed to all known Preliminary Claimants¹ who are identified as Preliminary Claimants by the Commission-appointed Fund Administrator ("Fund Administrator"), Epiq Class Action & Claims Solutions, Inc. ("Epiq").² Copies of the Plan, this Plan Notice, and the Claim Form are available on the Fair Fund website at www.SurgalignHoldingsFairFund.com and through the Commission's website at www.sec.gov. Certain persons are excluded from eligibility under the Plan.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEE PURCHASERS: If you purchased and/or acquired shares of RTIX during the Relevant Period as a nominee for a beneficial owner, then within ten (10) days after you receive this Plan Notice, you must either: (a) send a copy of this Plan Notice and the accompanying Claim Form by First-Class Mail to all such beneficial owners; or (b) provide a list of the names and addresses of such beneficial owners to the Fund Administrator listed in Part VI of this Plan Notice.

PLEASE READ THIS PLAN NOTICE CAREFULLY AND IN ITS ENTIRETY. IF YOU SATISFY THE ELIGIBILITY CRITERIA DESCRIBED BELOW, YOU MAY BE ELIGIBLE TO RECEIVE A DISTRIBUTION PAYMENT FROM THE FAIR FUND. THIS PLAN NOTICE CONTAINS IMPORTANT INFORMATION REGARDING YOUR POSSIBLE ELIGIBILITY TO SHARE IN THE FAIR FUND.

Copies of this Plan Notice and the Claim Form may be downloaded at no cost from the Fair Fund's website at www.SurgalignHoldingsFairFund.com.

Background

On August 3, 2022, the Commission issued the Order instituting and simultaneously settling administrative and cease-and-desist proceedings against the Respondents. In the Order, the Commission found that from 2015 through 2019, Surgalign Holdings, Inc. (formerly known as RTI Surgical Holdings, Inc. and RTI Surgical, Inc.) ("RTI") shipped orders weeks or months before its customers had originally requested delivery, thereby pulling sales forward from future quarters, to address projected quarterly revenue shortfalls. In some instances, RTI did so after requesting and obtaining customer permission; in other instances, RTI shipped orders early without customer approval and then prematurely recognized revenue for the sales. In multiple quarters, RTI would not have met its revenue guidance without these undisclosed pull-forwards. RTI and its former senior management, including its CFO until September 2017, Robert Jordheim, did not disclose to investors that RTI's apparent success at achieving its revenue guidance resulted from its reliance on pull-forwards, and they did not disclose the known uncertainty that this practice created for RTI's future revenue streams. In 2020, RTI issued a restatement to correct, among other things, its premature recognition of revenue, in violation of generally accepted accounting principles (GAAP), for orders shipped early to customers without their approval.

As a result of the conduct described in the Order, the Commission ordered the Respondents to pay $2,075,000 in civil money penalties. In the Order, the Commission created a Fair Fund pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002 so that the civil penalty can be distributed to harmed investors.

The Respondents have paid in full. The Fair Fund has been deposited in a Commission-designated account at the United States Department of the Treasury, and any accrued interest will be added to the Fair Fund.

Eligibility Criteria and the Distribution Methodology

To qualify for a payment from the Fair Fund, you must satisfy certain eligibility criteria that are described in detail in the Plan. The Plan is available on the Fair Fund website at www.SurgalignHoldingsFairFund.com and on the Commission's public website at www.sec.gov. You can also request a copy of the Plan by calling the Fund Administrator at 1-877-629-4892 or by emailing [email protected]. The eligibility criteria include the following:

• You must have purchased and/or acquired shares of Surgalign Holdings, Inc. common stock during the relevant Period (from April 23, 2015 through March 16, 2020, inclusive).
• Your approved transactions must calculate to a Recognized Loss as calculated under the Plan of Allocation attached as Exhibit A to the Plan and your Distribution Payment must equal or exceed $20.00.

A list of those excluded from participating in the Fair Fund as defined in the Plan, can be found in the Plan on the website, www.SurgalignHoldingsFairFund.com.

The Recognized Loss incurred by an Eligible Claimant shall be determined as set forth in the Plan. The methodology used to determine eligibility and calculate Distribution Payments is set forth in the Plan of Allocation attached to the Plan as Exhibit A.

Claim Forms

A CLAIM FORM CAN BE DOWNLOADED IN THE DOCUMENTS SECTION OF THE WEBSITE, WWW.SURGALIGNHOLDINGSFAIRFUND.COM.

THE DEADLINE TO SUBMIT A CLAIM FORM AT THE ADDRESS BELOW IS OCTOBER 25, 2025. ALSO REFERENCED HEREIN AS THE "CLAIMS BAR DATE". PLEASE NOTE: THIS IS A FIRM DEADLINE. IF YOU FAIL TO SUBMIT A COMPLETED CLAIM FORM ELECTRONICALLY OR POSTMARKED ON OR BEFORE OCTOBER 25, 2025, YOU MAY BE BARRED FROM RECEIVING A PAYMENT FROM THE FAIR FUND. THE CLAIM FORM AND APPROPRIATE SUPPORTING DOCUMENTS FOR EACH TRANSACTION LISTED IN PARTS II–III OF THE CLAIM FORM MUST BE SUBMITTED BEFORE THE CLAIMS BAR DATE.

Claim Determinations

The Fund Administrator will send a Claim Status Notice within 60 days of the Claims Bar Date to all Preliminary Claimants that submitted a Claim Form. The Claim Status Notice will set forth the Fund Administrator's determination of the eligibility of the claim. If a claim is denied in whole or in part, the Fund Administrator will state the reason for such denial. Preliminary Claimants with deficient or denied claims will be given an opportunity to cure the deficiency or seek reconsideration of the denial.

The Fund Administrator will send, as appropriate, a Final Determination Notice to any Preliminary Claimants who responded to the Claim Status Notice in an effort to cure a deficiency or to seek reconsideration of a denied claim, or otherwise dispute the Fund Administrator's determination, notifying the Preliminary Claimant of its determination.

Instructions for Submitting a Claim Form

YOU MUST COMPLETE AND SIGN THE CLAIM FORM AND SUBMIT IT TO THE FUND ADMINISTRATOR ELECTRONICALLY THROUGH THE FAIR FUND'S WEBSITE. IF YOU SUBMIT YOUR CLAIM BY MAIL, IT MUST BE RECEIVED OR POSTMARKED NO LATER THAN OCTOBER 25, 2025, AT THE ADDRESS LISTED BELOW IN ORDER TO BE CONSIDERED FOR ELIGIBILITY TO RECEIVE A DISTRIBUTION PAYMENT FROM THE FAIR FUND:

Surgalign Holdings, Inc. Fair Fund Fund Administrator
PO Box 6758
Portland, OR 97228-6758

Additional Information

Additional information regarding the Fair Fund may be found at www.SurgalignHoldingsFairFund.com. Additional Claim Forms and Plan Notices may also be downloaded at the Fair Fund's website. You may obtain additional information or request copies of Claim Forms and Plan Notices by calling the Fair Fund's toll-free number at 1-877-629-4892, or by emailing [email protected].

PLEASE CHECK THE WEBSITE WWW.SURGALIGNHOLINGSFAIRFUND.COM FREQUENTLY FOR UPDATES.

¹ Capitalized terms not defined here are defined in the Plan.
² On September 28, 2023, the Commission appointed Epiq as the Fund Administrator.

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SOURCE Epiq