false2021FY0001760173http://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#AccruedLiabilitiesCurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2021-01-31#OtherLiabilitiesNoncurrentP5YP1YP5D00017601732021-01-012021-12-3100017601732021-06-30iso4217:USD00017601732022-03-11xbrli:shares00017601732020-01-012020-12-3100017601732021-12-3100017601732020-12-31iso4217:USDxbrli:shares00017601732019-01-012019-12-310001760173srga:INNAcquisitionMember2021-01-012021-12-310001760173us-gaap:CommonStockMember2018-12-310001760173us-gaap:AdditionalPaidInCapitalMember2018-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001760173us-gaap:RetainedEarningsMember2018-12-310001760173us-gaap:TreasuryStockMember2018-12-310001760173us-gaap:ParentMember2018-12-310001760173us-gaap:RetainedEarningsMember2019-01-012019-12-310001760173us-gaap:ParentMember2019-01-012019-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001760173us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001760173us-gaap:CommonStockMember2019-01-012019-12-310001760173us-gaap:TreasuryStockMember2019-01-012019-12-310001760173us-gaap:CommonStockMember2019-12-310001760173us-gaap:AdditionalPaidInCapitalMember2019-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001760173us-gaap:RetainedEarningsMember2019-12-310001760173us-gaap:TreasuryStockMember2019-12-310001760173us-gaap:ParentMember2019-12-310001760173us-gaap:RetainedEarningsMember2020-01-012020-12-310001760173us-gaap:ParentMember2020-01-012020-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001760173us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001760173srga:HoloSurgicalIncMemberus-gaap:CommonStockMember2020-01-012020-12-310001760173srga:HoloSurgicalIncMemberus-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001760173us-gaap:ParentMembersrga:HoloSurgicalIncMember2020-01-012020-12-310001760173us-gaap:TreasuryStockMember2020-01-012020-12-310001760173us-gaap:CommonStockMember2020-12-310001760173us-gaap:AdditionalPaidInCapitalMember2020-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001760173us-gaap:RetainedEarningsMember2020-12-310001760173us-gaap:TreasuryStockMember2020-12-310001760173us-gaap:ParentMember2020-12-310001760173us-gaap:RetainedEarningsMember2021-01-012021-12-310001760173us-gaap:ParentMember2021-01-012021-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001760173us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001760173us-gaap:CommonStockMember2021-01-012021-12-310001760173us-gaap:TreasuryStockMember2021-01-012021-12-310001760173us-gaap:AdditionalPaidInCapitalMembersrga:PromptPrototypesLLCMember2021-01-012021-12-310001760173us-gaap:ParentMembersrga:PromptPrototypesLLCMember2021-01-012021-12-310001760173us-gaap:CommonStockMembersrga:INNAcquisitionMember2021-01-012021-12-310001760173us-gaap:AdditionalPaidInCapitalMembersrga:INNAcquisitionMember2021-01-012021-12-310001760173us-gaap:ParentMembersrga:INNAcquisitionMember2021-01-012021-12-310001760173us-gaap:CommonStockMember2021-12-310001760173us-gaap:AdditionalPaidInCapitalMember2021-12-310001760173us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001760173us-gaap:RetainedEarningsMember2021-12-310001760173us-gaap:TreasuryStockMember2021-12-310001760173us-gaap:ParentMember2021-12-310001760173srga:INNAcquisitionMember2020-01-012020-12-310001760173srga:INNAcquisitionMember2019-01-012019-12-310001760173us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2021-01-012021-12-310001760173us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2020-01-012020-12-310001760173us-gaap:SeriesOfIndividuallyImmaterialBusinessAcquisitionsMember2019-01-012019-12-310001760173srga:ParadigmSpineAcquisitionMember2021-01-012021-12-310001760173srga:ParadigmSpineAcquisitionMember2020-01-012020-12-310001760173srga:ParadigmSpineAcquisitionMember2019-01-012019-12-310001760173srga:HoloSurgicalIncMember2021-01-012021-12-310001760173srga:HoloSurgicalIncMember2020-01-012020-12-310001760173srga:HoloSurgicalIncMember2019-01-012019-12-3100017601732019-12-3100017601732018-12-31srga:country0001760173srga:INNAcquisitionMembersrga:INNAcquisitionMember2021-12-30xbrli:pure0001760173srga:INNAcquisitionMember2021-12-302021-12-300001760173srga:INNAcquisitionMemberus-gaap:CommonStockMember2021-12-302021-12-300001760173srga:INNAcquisitionMembersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMember2021-12-300001760173srga:INNAcquisitionMember2021-12-300001760173srga:INNAcquisitionMembersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMember2021-12-302021-12-30srga:payment0001760173srga:AssetPurchaseAgreementMembersrga:PromptPrototypesLLCMember2021-04-302021-04-300001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2020-10-232020-10-230001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMemberus-gaap:CommonStockMember2020-10-232020-10-230001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2020-10-230001760173srga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-12-310001760173us-gaap:SubsequentEventMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMemberus-gaap:CommonStockMember2022-01-142022-01-140001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2020-10-232021-12-310001760173us-gaap:SubsequentEventMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2022-01-142022-01-140001760173us-gaap:SubsequentEventMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2022-01-140001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMember2020-07-200001760173us-gaap:RevolvingCreditFacilityMembersrga:TwoThousandEighteenLoanAgreementMember2020-07-202020-07-200001760173srga:TwoThousandNineteenLoanAgreementMembersrga:TermLoansMember2020-07-202020-07-200001760173srga:TwoThousandNineteenLoanAgreementMembersrga:IncrementalTermLoanMember2020-07-202020-07-2000017601732020-07-242020-07-240001760173srga:PublicOfferingMemberus-gaap:SubsequentEventMember2022-02-152022-02-150001760173srga:PreFundedWarrantsMembersrga:PublicOfferingMemberus-gaap:SubsequentEventMembersrt:MaximumMember2022-02-150001760173srga:PreFundedWarrantsMembersrga:PublicOfferingMemberus-gaap:SubsequentEventMember2022-02-150001760173srga:PublicOfferingMemberus-gaap:SubsequentEventMembersrga:InvestWarrantsMembersrt:MaximumMember2022-02-150001760173srga:PublicOfferingMemberus-gaap:SubsequentEventMembersrga:InvestWarrantsMember2022-02-150001760173us-gaap:SubsequentEventMembersrga:InvestWarrantsMember2022-02-150001760173srga:PublicOfferingMemberus-gaap:SubsequentEventMembersrga:PlacementAgentWarrantsMembersrt:MaximumMember2022-02-150001760173srga:PublicOfferingMemberus-gaap:SubsequentEventMembersrga:PlacementAgentWarrantsMember2022-02-150001760173srga:PublicOfferingMember2021-06-142021-06-140001760173srga:PublicOfferingMembersrga:InvestWarrantsMembersrt:MaximumMember2021-06-140001760173srga:PublicOfferingMembersrga:InvestWarrantsMember2021-06-140001760173srga:PublicOfferingMembersrga:PlacementAgentWarrantsMembersrt:MaximumMember2021-06-140001760173srga:PublicOfferingMembersrga:PlacementAgentWarrantsMember2021-06-140001760173srga:PublicOfferingMember2021-02-012021-02-010001760173srga:PublicOfferingMember2021-02-010001760173srga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrt:ProFormaMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-12-310001760173us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-12-310001760173us-gaap:EquipmentMembersrt:MinimumMember2021-01-012021-12-310001760173us-gaap:EquipmentMembersrt:MaximumMember2021-01-012021-12-310001760173srga:OfficeEquipmentAndFurnitureAndFixturesMembersrt:MinimumMember2021-01-012021-12-310001760173srga:OfficeEquipmentAndFurnitureAndFixturesMembersrt:MaximumMember2021-01-012021-12-310001760173srga:ComputerEquipmentAndSoftwareMembersrt:MinimumMember2021-01-012021-12-310001760173srga:ComputerEquipmentAndSoftwareMembersrt:MaximumMember2021-01-012021-12-310001760173srga:SurgicalInstrumentsMember2021-01-012021-12-310001760173us-gaap:PatentsMembersrt:MinimumMember2021-01-012021-12-310001760173us-gaap:PatentsMembersrt:MaximumMember2021-01-012021-12-310001760173srt:MinimumMemberus-gaap:TradeNamesMember2021-01-012021-12-310001760173us-gaap:CustomerListsMembersrt:MinimumMember2021-01-012021-12-310001760173srga:AcquiredExclusivityRightsMembersrt:MinimumMember2021-01-012021-12-310001760173srga:DistributionAgreementsMembersrt:MinimumMember2021-01-012021-12-310001760173srga:ProcurementContractsMembersrt:MinimumMember2021-01-012021-12-310001760173us-gaap:TradeNamesMembersrt:MaximumMember2021-01-012021-12-310001760173srga:ProcurementContractsMembersrt:MaximumMember2021-01-012021-12-310001760173srga:AcquiredExclusivityRightsMembersrt:MaximumMember2021-01-012021-12-310001760173srga:DistributionAgreementsMembersrt:MaximumMember2021-01-012021-12-310001760173us-gaap:CustomerListsMembersrt:MaximumMember2021-01-012021-12-310001760173srt:MinimumMember2021-12-310001760173srt:MaximumMember2021-12-310001760173us-gaap:RevolvingCreditFacilityMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:TwoThousandEighteenLoanAgreementMembersrga:OriginalEquipmentManufacturingBusinessesMember2020-07-202020-07-200001760173srga:TwoThousandNineteenLoanAgreementMembersrga:TermLoansMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2020-07-202020-07-200001760173srga:TwoThousandNineteenLoanAgreementMembersrga:IncrementalTermLoanMemberus-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2020-07-202020-07-200001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2021-01-012021-12-310001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2020-01-012020-12-310001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2019-01-012019-12-310001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2020-12-010001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2021-04-012021-06-300001760173us-gaap:DiscontinuedOperationsDisposedOfBySaleMembersrga:OriginalEquipmentManufacturingBusinessesMember2021-06-030001760173country:USus-gaap:TransferredAtPointInTimeMember2021-01-012021-12-310001760173country:USus-gaap:TransferredAtPointInTimeMember2020-01-012020-12-310001760173country:USus-gaap:TransferredAtPointInTimeMember2019-01-012019-12-310001760173us-gaap:TransferredAtPointInTimeMemberus-gaap:NonUsMember2021-01-012021-12-310001760173us-gaap:TransferredAtPointInTimeMemberus-gaap:NonUsMember2020-01-012020-12-310001760173us-gaap:TransferredAtPointInTimeMemberus-gaap:NonUsMember2019-01-012019-12-310001760173us-gaap:TransferredAtPointInTimeMember2021-01-012021-12-310001760173us-gaap:TransferredAtPointInTimeMember2020-01-012020-12-310001760173us-gaap:TransferredAtPointInTimeMember2019-01-012019-12-310001760173srga:INNAcquisitionMemberus-gaap:CommonStockMember2021-12-300001760173srga:INNAcquisitionMembersrga:AssembledWorkforceMember2021-10-012021-12-310001760173srga:INNAcquisitionMember2021-12-310001760173srga:AssetPurchaseAgreementMembersrga:PromptPrototypesLLCMember2021-04-300001760173srga:AssetPurchaseAgreementMembersrga:PromptPrototypesLLCMember2021-01-012021-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMemberus-gaap:OtherNoncurrentLiabilitiesMember2021-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2020-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-01-012021-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2020-01-012020-12-310001760173us-gaap:SubsequentEventMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2022-01-122022-01-120001760173us-gaap:SubsequentEventMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2022-01-120001760173srga:ParadigmSpineAcquisitionMembersrga:MasterTransactionAgreementMembersrga:RTISurgicalIncMember2019-03-080001760173srga:ParadigmSpineAcquisitionMembersrga:MasterTransactionAgreementMemberus-gaap:CommonStockMember2019-03-080001760173srga:ParadigmSpineAcquisitionMembersrga:MasterTransactionAgreementMembersrga:RTISurgicalIncMemberus-gaap:SeriesAPreferredStockMember2019-03-080001760173srga:ParadigmSpineAcquisitionMembersrga:MasterTransactionAgreementMemberus-gaap:SeriesAPreferredStockMember2019-03-080001760173srga:ParadigmSpineAcquisitionMember2019-03-082019-03-080001760173srga:ParadigmSpineAcquisitionMember2019-03-080001760173srga:SharesOfCompanyCommonStockMembersrga:ParadigmSpineAcquisitionMember2019-03-080001760173srga:CashAndOrCompanyCommonStockMembersrga:ParadigmSpineAcquisitionMember2019-03-080001760173srga:ParadigmSpineAcquisitionMembersrga:StockPurchaseAgreementMember2021-12-31srga:plan0001760173srga:TwoThousandAndTwentyOneEquityIncentivePlanMember2021-05-070001760173srga:TwoThousandAndTwentyOneInducementCompensationPlanMember2021-05-070001760173srga:TwoThousandAndEighteenEquityIncentivePlanMember2021-12-310001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-05-070001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-07-012021-07-010001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-01-012021-01-310001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-05-072021-05-070001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-12-310001760173srt:BoardOfDirectorsChairmanMemberus-gaap:EmployeeStockMember2021-01-012021-12-310001760173us-gaap:CostOfSalesMember2021-01-012021-12-310001760173us-gaap:CostOfSalesMember2020-01-012020-12-310001760173us-gaap:CostOfSalesMember2019-01-012019-12-310001760173us-gaap:GeneralAndAdministrativeExpenseMember2021-01-012021-12-310001760173us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-310001760173us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-310001760173us-gaap:ResearchAndDevelopmentExpenseMember2021-01-012021-12-310001760173us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-310001760173us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-12-310001760173srga:TransactionAndIntegrationExpensesMember2021-01-012021-12-310001760173srga:TransactionAndIntegrationExpensesMember2020-01-012020-12-310001760173srga:TransactionAndIntegrationExpensesMember2019-01-012019-12-310001760173us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001760173us-gaap:EmployeeStockOptionMembersrt:MinimumMember2021-01-012021-12-310001760173us-gaap:EmployeeStockOptionMembersrt:MaximumMember2021-01-012021-12-310001760173us-gaap:EmployeeStockOptionMember2021-12-310001760173us-gaap:EmployeeStockMember2021-01-012021-12-310001760173us-gaap:EmployeeStockMember2020-01-012020-12-310001760173us-gaap:EmployeeStockMember2019-01-012019-12-310001760173us-gaap:RestrictedStockMember2021-01-012021-12-310001760173srt:MinimumMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001760173srt:MaximumMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001760173us-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001760173us-gaap:ShareBasedPaymentArrangementNonemployeeMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001760173us-gaap:RestrictedStockMember2021-12-310001760173us-gaap:RestrictedStockMember2020-12-310001760173us-gaap:RestrictedStockMember2020-01-012020-12-310001760173us-gaap:RestrictedStockMember2019-01-012019-12-310001760173us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001760173srt:MinimumMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001760173srt:MaximumMemberus-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001760173us-gaap:RestrictedStockUnitsRSUMember2021-12-310001760173us-gaap:RestrictedStockUnitsRSUMember2020-12-310001760173srt:PresidentMemberus-gaap:RestrictedStockMember2019-11-292019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheOneMembersrt:PresidentMemberus-gaap:RestrictedStockMember2019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:PresidentMemberus-gaap:RestrictedStockMember2019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:PresidentMembersrt:MinimumMemberus-gaap:RestrictedStockMember2019-11-292019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMembersrt:PresidentMembersrt:MaximumMemberus-gaap:RestrictedStockMember2019-11-292019-11-290001760173us-gaap:EmployeeStockOptionMembersrt:PresidentMember2019-11-292019-11-290001760173us-gaap:EmployeeStockOptionMembersrt:PresidentMember2019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMembersrt:PresidentMember2019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMembersrt:PresidentMember2019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMembersrt:PresidentMembersrt:MinimumMember2019-11-292019-11-290001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMembersrt:PresidentMembersrt:MaximumMember2019-11-292019-11-290001760173srga:ChiefFinancialAndAdministrativeOfficerMembersrga:RestrictedStockAwardAgreementMemberus-gaap:RestrictedStockMember2017-09-182017-09-180001760173us-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMemberus-gaap:CommonStockMember2017-09-182017-09-180001760173us-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-180001760173us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-180001760173us-gaap:ShareBasedCompensationAwardTrancheOneMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-182017-09-18srga:reporting_unit0001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-180001760173us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-182017-09-180001760173us-gaap:ShareBasedCompensationAwardTrancheThreeMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-180001760173us-gaap:ShareBasedCompensationAwardTrancheThreeMemberus-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:ChiefFinancialAndAdministrativeOfficerMember2017-09-182017-09-180001760173srga:RestrictedStockAgreementOneMemberus-gaap:CommonStockMembersrga:PresidentAndChiefExecutiveOfficerMemberus-gaap:RestrictedStockMember2017-01-262017-01-260001760173srga:RestrictedStockAgreementTwoMemberus-gaap:CommonStockMembersrga:PresidentAndChiefExecutiveOfficerMemberus-gaap:RestrictedStockMember2017-12-042017-12-040001760173us-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMemberus-gaap:CommonStockMembersrga:PresidentAndChiefExecutiveOfficerMember2017-01-262017-01-260001760173us-gaap:EmployeeStockOptionMembersrga:StockOptionAgreementMembersrga:PresidentAndChiefExecutiveOfficerMember2017-01-260001760173srga:ExcessQuantitiesAndObsolescenceEOMember2021-01-012021-12-310001760173srga:ExcessQuantitiesAndObsolescenceEOMember2020-01-012020-12-310001760173srga:ExcessQuantitiesAndObsolescenceEOMember2019-01-012019-12-310001760173us-gaap:EquipmentMember2021-12-310001760173us-gaap:EquipmentMember2020-12-310001760173srga:SurgicalInstrumentsMember2021-12-310001760173srga:SurgicalInstrumentsMember2020-12-310001760173srga:OfficeEquipmentFurnitureAndFixturesMember2021-12-310001760173srga:OfficeEquipmentFurnitureAndFixturesMember2020-12-310001760173srga:ComputerEquipmentAndSoftwareMember2021-12-310001760173srga:ComputerEquipmentAndSoftwareMember2020-12-310001760173us-gaap:ConstructionInProgressMember2021-12-310001760173us-gaap:ConstructionInProgressMember2020-12-310001760173us-gaap:PropertyPlantAndEquipmentMember2021-01-012021-12-310001760173us-gaap:SoftwareDevelopmentMember2021-12-310001760173us-gaap:SoftwareDevelopmentMember2020-12-310001760173us-gaap:SoftwareDevelopmentMember2021-01-012021-12-310001760173srga:SellerNotesMemberus-gaap:UnsecuredDebtMember2021-12-300001760173srga:SellerNotesMembersrga:PLewickiMember2021-12-310001760173srga:KSiemionowMembersrga:SellerNotesMember2021-12-310001760173srga:SellerNotesMember2021-12-310001760173us-gaap:EmployeeStockOptionMember2021-01-012021-12-310001760173us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001760173us-gaap:EmployeeStockOptionMember2019-01-012019-12-310001760173srga:RestrictedStockUnitsAndRestrictedStockAwardsMember2021-01-012021-12-310001760173srga:RestrictedStockUnitsAndRestrictedStockAwardsMember2020-01-012020-12-310001760173srga:RestrictedStockUnitsAndRestrictedStockAwardsMember2019-01-012019-12-310001760173srga:SeriesAConvertiblePreferredStockMember2021-01-012021-12-310001760173srga:SeriesAConvertiblePreferredStockMember2020-01-012020-12-310001760173srga:SeriesAConvertiblePreferredStockMember2019-01-012019-12-310001760173us-gaap:EmployeeStockOptionMember2020-01-012020-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMember2021-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:EarnOutValuationMembersrga:ProbabilityOfSuccessFactorMembersrga:HoloSurgicalIncMembersrt:MinimumMember2021-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:EarnOutValuationMembersrga:ProbabilityOfSuccessFactorMembersrga:HoloSurgicalIncMembersrt:MaximumMember2021-12-310001760173us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMembersrt:MinimumMember2021-12-310001760173us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMembersrt:MaximumMember2021-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMember2020-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:EarnOutValuationMembersrga:ProbabilityOfSuccessFactorMembersrga:HoloSurgicalIncMembersrt:MinimumMember2020-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:EarnOutValuationMembersrga:ProbabilityOfSuccessFactorMembersrga:HoloSurgicalIncMembersrt:MaximumMember2020-12-310001760173us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMembersrt:MinimumMember2020-12-310001760173us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputDiscountRateMembersrga:EarnOutValuationMembersrga:HoloSurgicalIncMembersrt:MaximumMember2020-12-310001760173srga:ParadigmSpineAcquisitionMember2019-12-310001760173srga:ParadigmSpineAcquisitionMember2021-12-310001760173srga:ClinicalAndRevenueMilestonesPaymentMembersrga:ZygaTechnologyIncMember2019-12-310001760173srga:ClinicalAndRevenueMilestonesPaymentMembersrga:ZygaTechnologyIncMember2020-12-310001760173srga:ClinicalAndRevenueMilestonesPaymentMembersrga:ZygaTechnologyIncMember2020-01-012020-12-310001760173srga:ClinicalAndRevenueMilestonesPaymentMembersrga:ZygaTechnologyIncMember2021-12-310001760173srga:HoloSurgicalIncAndZygaTechnologyIncMember2021-01-012021-12-310001760173srga:HoloSurgicalIncAndZygaTechnologyIncMember2020-01-012020-12-310001760173us-gaap:FairValueInputsLevel3Member2021-12-310001760173us-gaap:FairValueInputsLevel3Member2020-12-310001760173us-gaap:FairValueInputsLevel3Member2021-01-012021-12-310001760173us-gaap:FairValueInputsLevel3Member2020-01-012020-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputSharePriceMember2021-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputSharePriceMember2020-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2021-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2020-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputExpectedDividendRateMember2021-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputExpectedDividendRateMember2020-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputPriceVolatilityMember2021-12-310001760173us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputPriceVolatilityMember2020-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:WarrantLiabilityMember2020-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:WarrantLiabilityMember2021-01-012021-12-310001760173us-gaap:FairValueInputsLevel3Membersrga:WarrantLiabilityMember2021-12-310001760173srga:AtMarketOfferingMember2021-06-142021-06-140001760173srga:AtMarketOfferingMember2021-06-1400017601732021-06-1400017601732021-06-142021-06-140001760173srga:PlacementAgentWarrantsMembersrt:MaximumMember2021-06-140001760173srga:PlacementAgentWarrantsMember2021-06-1400017601732020-03-272020-03-270001760173srga:INNAcquisitionMembersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMember2021-01-012021-12-310001760173srga:INNAcquisitionMembersrga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMember2021-12-310001760173srga:INNAcquisitionMembersrga:INNAcquisitionMember2021-12-310001760173srga:INNAcquisitionMembersrga:AssembledWorkforceMember2021-01-012021-12-310001760173us-gaap:DomesticCountryMember2021-12-310001760173us-gaap:StateAndLocalJurisdictionMember2021-12-310001760173us-gaap:ForeignCountryMember2021-12-310001760173us-gaap:ConvertiblePreferredStockMember2018-12-310001760173us-gaap:ConvertiblePreferredStockMember2019-01-012019-12-310001760173us-gaap:ConvertiblePreferredStockMember2019-12-310001760173us-gaap:ConvertiblePreferredStockMember2020-01-012020-12-310001760173us-gaap:ConvertiblePreferredStockMember2020-12-310001760173us-gaap:ConvertiblePreferredStockMember2021-01-012021-12-310001760173us-gaap:ConvertiblePreferredStockMember2021-12-310001760173us-gaap:ConvertiblePreferredStockMemberus-gaap:PrivatePlacementMembersrga:WSHPBiologicsHoldingsLLCMember2013-06-122013-06-120001760173us-gaap:ConvertiblePreferredStockMemberus-gaap:PrivatePlacementMembersrga:WSHPBiologicsHoldingsLLCMember2013-07-160001760173us-gaap:PrivatePlacementMembersrga:WSHPBiologicsHoldingsLLCMember2013-06-122013-06-120001760173srga:WSHPBiologicsHoldingsLLCMember2020-07-242020-07-240001760173us-gaap:SeriesAPreferredStockMember2013-12-31srga:vote0001760173srt:MinimumMember2021-01-012021-12-310001760173srt:MaximumMember2021-01-012021-12-310001760173us-gaap:EmployeeSeveranceMember2018-12-310001760173us-gaap:EmployeeSeveranceMember2019-01-012019-12-310001760173us-gaap:EmployeeSeveranceMember2019-12-310001760173us-gaap:EmployeeSeveranceMember2020-01-012020-12-310001760173us-gaap:EmployeeSeveranceMember2020-12-310001760173us-gaap:EmployeeSeveranceMember2021-01-012021-12-310001760173us-gaap:EmployeeSeveranceMember2021-12-310001760173srga:ZygaTechnologyIncMember2018-01-042018-01-040001760173us-gaap:RevolvingCreditFacilityMembersrga:ZygaTechnologyIncMember2018-01-042018-01-040001760173srga:ClinicalMilestonesMembersrga:ZygaTechnologyIncMember2018-01-040001760173srga:EarnOutPaymentMembersrga:ZygaTechnologyIncMember2018-01-040001760173srga:ClinicalMilestonesMembersrga:ZygaTechnologyIncMember2021-12-310001760173srga:AziyoBiologicsIncMember2021-01-012021-12-310001760173srga:AziyoBiologicsIncMember2021-12-310001760173srga:ConsiderationForRemainingOwnershipAchievementOfAllMilestonesMembersrga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMember2021-01-012021-12-310001760173srga:ManufacturingAndDistributionAgreementsWithAffiliatesOfMontaguePrivateEquityMember2020-07-20srga:agreement0001760173srga:DesignAndDevelopmentAgreementWithPioneerMember2020-07-202020-07-200001760173srga:OxfordSupplyAgreementMember2021-01-202021-01-200001760173srga:OxfordSupplyAgreementMember2021-01-012021-12-310001760173srga:OxfordSupplyAgreementMember2021-12-310001760173srga:SanDiegoLeaseMember2021-03-12srga:claim0001760173srga:SanDiegoLeaseMemberus-gaap:BuildingMember2021-03-12utr:sqft0001760173srga:SanDiegoLeaseMemberus-gaap:BuildingMember2021-03-122021-03-120001760173srga:SanDiegoLeaseMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:BuildingMember2021-03-122021-03-120001760173srga:IndemnifiedClaimsMember2021-12-310001760173srga:LifeNetHealthIncPatentInfringementMember2018-07-272018-07-27srga:patent0001760173srga:SecuritiesClassActionMemberus-gaap:JudicialRulingMember2021-07-272021-07-270001760173srga:SecuritiesClassActionMemberus-gaap:JudicialRulingMember2021-10-310001760173srga:SecuritiesClassActionMemberus-gaap:JudicialRulingMember2021-01-012021-12-310001760173srga:DerivativeActionsMember2021-12-310001760173srga:DerivativeActionsMember2021-01-012021-12-310001760173srga:DerivativeActionsMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2021-12-310001760173srga:DerivativeActionsMembersrga:AccruedLiabilitiesCurrentMember2021-12-310001760173srga:HoloSurgicalIncMembersrga:StockPurchaseAgreementMembersrt:DirectorMember2020-10-230001760173srt:BoardOfDirectorsChairmanMembersrga:ConsultingAgreementMember2020-07-202020-07-200001760173srga:FormerBoardOfDirectorsChairmanMembersrga:StuartFSimpsonMembersrga:ConsultingAgreementMember2021-01-012021-12-310001760173srga:FormerBoardOfDirectorsChairmanMembersrga:StuartFSimpsonMembersrga:ConsultingAgreementMember2020-01-012020-12-310001760173us-gaap:AllowanceForCreditLossMember2020-12-310001760173us-gaap:AllowanceForCreditLossMember2021-01-012021-12-310001760173us-gaap:AllowanceForCreditLossMember2021-12-310001760173srga:AllowanceForProductReturnsMember2020-12-310001760173srga:AllowanceForProductReturnsMember2021-01-012021-12-310001760173srga:AllowanceForProductReturnsMember2021-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-01-012021-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2021-12-310001760173us-gaap:AllowanceForCreditLossMember2019-12-310001760173us-gaap:AllowanceForCreditLossMember2020-01-012020-12-310001760173srga:AllowanceForProductReturnsMember2019-12-310001760173srga:AllowanceForProductReturnsMember2020-01-012020-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2020-01-012020-12-310001760173us-gaap:AllowanceForCreditLossMember2018-12-310001760173us-gaap:AllowanceForCreditLossMember2019-01-012019-12-310001760173srga:AllowanceForProductReturnsMember2018-12-310001760173srga:AllowanceForProductReturnsMember2019-01-012019-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2018-12-310001760173us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember2019-01-012019-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________to
Commission file number 001-38832
____________________________
Surgalign Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
____________________________
Delaware83-2540607
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015
(Address of Principal Executive Offices) (Zip Code)
(224) 303-4651
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol
Name of exchange
on which registered
common stock, $0.001 par valueSRGANasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.) Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer¨Accelerated filer
x
Non-accelerated filer¨Smaller reporting company¨
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x
The aggregate market value of the Common Stock held by non-affiliates of the registrant, based upon the last sale price of the Common Stock reported on the Nasdaq Stock Market as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2021), was approximately $174.4 million.
The number of shares of Common Stock outstanding as of March 11, 2022 was 198,752,913.
DOCUMENTS INCORPORATED BY REFERENCE
As stated in Part III of this Annual Report on Form 10-K, portions of the registrant’s definitive proxy statement for the registrant’s 2021 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on Form 10-K.



SURGALIGN HOLDINGS, INC.
FORM 10-K Annual Report
Table of Contents
Page
5
Item 6
Selected Financial Data



PART I
This Annual Report on Form 10-K and the documents incorporated by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “requires,” “hopes,” “may,” “will,” “assumes,” or variations of such words and similar expressions are intended to identify such forward-looking statements. Do not unduly rely on forward-looking statements. These statements give our expectations about future performance, but are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Some of the matters described below in the “Risk Factors” section constitute cautionary statements which identify factors regarding these forward-looking statements, including certain risks and uncertainties that could cause actual results to vary materially from the future results indicated in these forward-looking statements. Other factors could also cause actual results to vary materially from the future results indicated in such forward-looking statements. Forward-looking statements speak only as of the date they are made, and unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 1.    BUSINESS.
Company Overview

Surgalign Holdings, Inc. (the “Company”), (formerly known as RTI Surgical Holdings, Inc. (“RTI”)) is a global medical technology company focused on elevating the standard of care by driving the evolution of digital health. We are developing an augmented reality ("AR") and artificial intelligence ("AI") digital surgery platform called HOLO™ AI, which we believe is one of the most advanced artificial intelligence technologies being applied to surgery. The technology is designed to automatically segment and identify detailed patient spine anatomy, autonomously create a surgical plan for surgeon review, and then provide visual guidance with augmented reality to the surgeon in the surgical field. On January 14, 2022, we received U.S. Food & Drug Administration (“FDA”) 510(k) clearance for the HOLO Portal™ surgical guidance system utilizing AR and AI to intraoperatively assist spine surgery. HOLO Portal technology combines image-based guidance with AR, automated spine segmentation, and automated surgical planning utilizing proprietary AI software. Intraoperative 3D digital imaging is autonomously processed by the system to create a patient-specific plan that is presented to the surgeon using an AR display. We are developing additional applications based on HOLO AI technology for use in multiple clinical specialties across the continuum of patient care.

In addition to our digital health solutions, we have a broad portfolio of spinal hardware implants, including solutions for fusion procedures in the lumbar, thoracic, and cervical spine, motion preservation solutions for the lumbar spine, and a minimally invasive surgical implant system for fusion of the sacroiliac joint. We also have a biomaterials portfolio of advanced and traditional orthobiologics.

We currently market and sell products to hospitals, ambulatory surgery centers, and healthcare providers in the United States and in more than 50 countries worldwide. We are headquartered in Deerfield, Illinois, with commercial, innovation and design centers in San Diego, California; Wurmlingen, Germany; and Warsaw and Poznan, Poland.

Recent Acquisitions

Acquisition of Equity Interest in INN

On December 30, 2021, we completed a Stock Purchase Agreement (“Purchase Agreement”) to acquire 42% of Inteneural Networks Inc. (INN) for a non-exclusive license to use INN's proprietary AI technology for autonomously segmenting and identifying neural structures in medical images and helping identify possible pathological states to advance our digital health strategy. INN is a private technology company that is developing technology that harnesses machine learning ("ML") and AI to autonomously and accurately identify and segment neural structures in medical images and integrate specific reference information regarding possible pathological states to physicians caring for patients. As consideration for the 42% ownership we paid total consideration of $19.9 million which consisted of $5.0 million in cash, issued to the Sellers 6,820,792 shares of our common stock with a fair value of $4.9 million and issued of unsecured promissory notes to the Sellers in an aggregate principal amount of $10.6 million with a fair value of $10.0 million. As part of the transaction, subject to certain contingencies, the Company must purchase up to 100% of the equity of INN if the three additional clinical, regulatory, and revenue milestones are met. With the achievement off each milestone and the satisfaction of the related contingencies, the Company will acquire an additional 19.3% equity interest in INN for $19.3 million.

1


Prompt Prototypes LLC Acquisition

On April 30, 2021, The Company, entered into an Asset Purchase Agreement with Prompt Prototype LLC ("Prompt"). The Company purchased the assets of Prompt to expand its research and development capabilities, and create the capacity to produce certain medical prototypes. Pursuant to the terms of the Agreement, the Company purchased specific assets and assumed certain liabilities of Prompt for a purchase agreement price of $1.1 million. At the closing, the Company paid $0.3 million of cash and issued restricted shares with an aggregate fair market value of $0.2 million to the seller. The remaining $0.6 million of the purchase price will be paid to the seller, contingent on the continued employment with the Company, in the form of cash and restricted shares in two equal amounts on the 18th and 36th month anniversary of the closing date. These payments are considered future compensation.

Holo Surgical Acquisition

On October 23, 2020, the Company completed the acquisition of Holo Surgical Inc. (“Holo Surgical”) pursuant to the Stock Purchase Agreement dated as of September 29, 2020 (the “Holo Surgical Purchase Agreement”), by and among the Company, Roboticine, Inc. (the “Seller”) and the other parties signatory thereto. Holo Surgical was a privately-held technology company that is developing HOLO™ AI technology, to enable digital spine surgery. As consideration for the transactions, the Company paid to the Seller at closing $30.0 million in cash and issued to the Seller 6,250,000 shares of its common stock with a fair value of $12.3 million. In addition, the Seller will be entitled to receive contingent consideration from the Company valued as of December 31, 2021 in an aggregate amount of $51.9 million, which must be first paid in shares of the Company’s common stock (in an amount up to 8,650,000 shares) and then paid in cash thereafter, contingent upon and following the achievement of certain regulatory, commercial and utilization milestones by specified time periods occurring up to the sixth (6th) anniversary of the closing. The number of shares of common stock issued as contingent consideration with respect to the achievement of a post-closing milestone, if any, will be calculated based on the volume weighted average price of the common stock for the five (5) day trading period commencing on the opening of trading on the third trading day following the achievement of the applicable milestone.

OEM Disposition

On July 20, 2020, we completed the disposition of our original equipment manufacturer businesses (“OEM Businesses”), and became a business focused on spinal implants and technology. We divested the OEM Businesses pursuant to the transactions contemplated by the Equity Purchase Agreement, dated as of January 13, 2020, as amended by that certain First Amendment to the Equity Purchase Agreement dated as of March 6, 2020, that certain Second Amendment to the Equity Purchase Agreement, dated as of April 27, 2020 and that certain Third Amendment to the Equity Purchase Agreement, dated as of July 8, 2020 (as amended the “OEM Purchase Agreement”), by and between us and Ardi Bidco Ltd. (“Ardi” or the “Buyer”), an entity owned and controlled by Montagu Private Equity LLP, and the agreements ancillary to the OEM Purchase Agreement (the “Transactions”). As a result of the disposition, among other things, our OEM Businesses and business related to processing donated human musculoskeletal and other tissue and bovine and porcine animal tissue in producing allograft and xenograft implants using BIOCLEANSE®, TUTOPLAST® and CANCELLE® SP sterilization processes were sold to the Buyer and its affiliates for a purchase price of $440.0 million in cash, subject to certain adjustments. Further, pursuant to the terms of the Equity Purchase Agreement, we sold to the Buyer and its affiliates all of the issued and outstanding shares of RTI OEM, LLC (which, prior to the Transactions, was converted to a corporation and changed its name to “RTI Surgical, Inc.”), RTI Surgical, LLC (which, prior to the Transactions, was converted to a corporation and changed its name to “Pioneer Surgical Technology, Inc.”), Tutogen Medical (United States), Inc. and Tutogen Medical GmbH. The Transactions were previously described in the Definitive Proxy Statement on Schedule 14A filed by us with the SEC on June 18, 2020. Subsequent to the consummation of Transactions, our name was changed to Surgalign Holdings, Inc., operating as Surgalign Spine Technologies. Where obvious and appropriate from the context, references herein to we, or us refer to the Company including the disposed OEM Businesses.

The OEM Businesses met the criteria within Accounting Standards Codification (“ASC”) 205-20 – Discontinued Operations, to be reported as discontinued operations because the Transactions were a strategic shift in business that had a major effect on our operations and financial results. Therefore, we are reporting the historical results of the OEM Businesses including the results of operations and cash flows as discontinued operations, and related assets and liabilities were retrospectively reclassified as assets and liabilities of discontinued operations for all periods presented herein. Unless otherwise noted, applicable amounts in the prior year have been recast to conform to this discontinued operations presentation. See Note 5 of the Consolidated Financial Statements in Part IV, Item 15, “Exhibits and Financial Statement Schedules” of this Exhibit for additional information. Unless otherwise indicated, the following information relates to continuing operations. A more complete description of our business prior to the Transactions is included in Item 1. “Business,” in Part I of the Annual Report on Form 10-K for the year ended December 31, 2020 that was previously filed
2


with the Securities and Exchange Commission (“SEC”) on March 16, 2021, and as amended by our Annual Report (Amendment No. 1) on Form 10-K/A filed with the SEC on September 24, 2021.
COVID-19

The continued effects of the coronavirus (“COVID-19”) pandemic, as well as the corresponding governmental response and the Company’s management of the crisis has had a significant impact on the Company’s business. The consequences of the outbreak and impact on the global economy continue to evolve, and the full extent of the impact is uncertain with the existence of variant strains of COVID-19. The variant strains have and will continue to lead to a rise in infections resulting in the reinstatement of certain restrictions previously in place on a global scale which includes closure of hospitals.

Beginning in 2020 and extending through 2021, many hospitals and other medical facilities canceled elective surgeries, reduced and diverted staffing, and diverted other resources to patients suffering from the infectious disease and limited hospital access for non-patients, including the Company’s direct and indirect sales representatives. Because of the COVID-19 pandemic, surgeons and their patients have been required, or are choosing, to defer procedures in which the Company’s products would be used, and many facilities that specialize in the procedures in which the Company’s products would be used have closed or reduced operating hours. The Company continue to see these measures both domestically and internationally taken through December 31, 2021, thus negatively impacting the ability of the Company’s employees and distributors to effectively market and sell its products. In addition, even after the pandemic subsides and/or governmental orders no longer prohibit or recommend against performing such procedures, patients may continue to defer such procedures out of concern of being exposed to COVID-19.

The COVID-19 pandemic has also caused adverse effects on general commercial activity and the global economy, which led to economic uncertainty throughout 2021, and which has adversely affected the Company’s business, operating results, or financial condition. The adverse effect of the pandemic on the broader economy has also negatively affected demand for procedures using the Company’s products, and could cause one or more of the Company’s distributors, customers, and suppliers to experience financial distress, cancel, postpone, or delay orders, be unable to perform under a contract, file for bankruptcy protection, go out of business, or suffer disruptions in their business. This could impact the Company’s ability to provide products and otherwise operate its business, as well as increase its costs and expenses.

The COVID-19 pandemic has also led to and could continue to lead to severe disruption and volatility in the global capital markets, which could increase the Company’s cost of future capital and adversely affect its ability to access the capital markets in the future.

The Company cannot predict when its operations will fully return to pre-pandemic levels and will continue to carefully monitor the situation and the needs of the business.

The above and other continued disruptions to the Company’s business as a result of COVID-19 has resulted in a material adverse effect on its business, operating results and financial condition. Although vaccines have been made available, it remains uncertain when our business will return to normal operations. The full extent to which the COVID-19 pandemic will impact the Company’s business will depend on future developments that are highly uncertain and cannot be accurately predicted, including the possibility that new adverse information may emerge concerning COVID-19 and additional actions to contain it or treat its impact may be required.
Going Concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that we will continue in operation one year after the date these financial statements are issued, and we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.

As of December 31, 2021, the Company had cash of $51.3 million and an accumulated deficit of $569.6 million. For the year ended December 31, 2021, the Company had a loss from continuing operations of $122.9 million and a net loss applicable to Surgalign Holdings, Inc. of $84.7 million. The Company has incurred losses from operations in the previous two fiscal years and did not generate positive cash flows from operations in fiscal year 2021 nor in 2020.

3


On February 15, 2022, we issued and sold in an underwritten public offering 43,478,264 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and warrants to purchase up to an aggregate of 32,608,698 shares of common stock at a combined effective public offering price of $0.46 per share of common stock (or pre-funded warrant). In addition, we issued and sold investor warrants to purchase up to an aggregate of 32,608,698 shares at a strike price of $0.60 and are exercisable over the next five years. The Company, also in connection with the offering, issued placement agent warrants to purchase an aggregate of up 2,608,696 shares of common stock at a strike price of $0.575 per share. We received net proceeds of $17.8 million from the offering after deducting investor and other filing fees of $2.2 million.

On June 14, 2021, we issued and sold in a registered direct offering an aggregate of 29.0 million shares of our common stock and investor warrants to purchase up to an aggregate of 29.0 million shares at a strike price of $1.725. The Company, also in connection with the direct offering, issued placement agent warrants to purchase an aggregate of up to 1.7 million shares of our common stock at a strike price of $2.15625 per share. We received net proceeds of $45.8 million from the offering after deducting investor fees of $4.2 million.

On February 1, 2021, we closed a public offering and sold a total 28,700,000 shares of our common stock at a price of $1.50 per share, less the underwriter discounts and commissions. We received net proceeds of $40.5 million from the offering after deducting the underwriting discounts and commission of $4.0 million.
The Company is projecting it will continue to generate significant negative operating cash flows over the next 12-months and beyond. In management's evaluation of the going concern conclusion we considered the following: i) continued COVID-19 uncertainties; ii) negative cash flows that are projected over the next 12-month period; iii) uncertainty regarding potential settlements related to ongoing litigation and regulatory investigations; iv) approximately $25.6 million of the total contingent consideration of $51.9 million are expected to become due to the former owners of Holo Surgical if certain milestones are met over the next 12 months which would be paid in cash; v) total payments of $10.3 million at fair value for INN related milestones that are expected to be paid in cash when the milestones are achieved in the future; vi) seller notes in the amount of $10.0 million a fair value due to the seller of INN on December 31, 2024; and vii) various supplier minimum purchase agreements. The Company’s operating plan for the next 12-month period also includes continued investments in its product pipeline including both within digital health and hardware and biologics, which will necessitate additional financing. In addition to these efforts the Company will need continued capital and cash flows to fund the future operations through 2022 and beyond. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide. If cash resources are insufficient to satisfy the Company’s on-going cash requirements through 2022, the Company will be required to scale back operations, reduce research and development expenses, and postpone, as well as suspend capital expenditures, in order to preserve liquidity. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.

In consideration of the inherent risks and uncertainties and the Company’s forecasted negative cash flows as described above, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Management continually evaluates plans to raise additional debt and/or equity financing and will attempt to curtail discretionary expenditures in the future, if necessary, however, in consideration of the risks and uncertainties mentioned, such plans cannot be considered probable of occurring at this time.

The recoverability of a major portion of the recorded asset amounts shown in the Company’s accompanying consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its funding requirements on a continuous basis, to maintain existing financing and to succeed in its future operations. The Company’s consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary, should the Company be unable to continue in existence.
Segments
The Company operates one reportable segment: Spine.
4


Strategy
Our goal is to improve patient outcomes in Spine and adjacent specialties through the deployment of intelligent digital and surgical technologies across the continuum of care. To achieve our goal, we are pursuing the following strategies:

Leverage our digital surgery platform to improve patient outcomes
We believe HOLO Portal™ is the world’s first AI driven augmented reality guidance system for spine and is the first clinical application of our HOLO™ AI platform. HOLO Portal™ guidance includes HOLO™ AI neural networks, which assists the surgeon by autonomously segmenting and labelling anatomic structures from an intraoperative 3D image, and automatically suggesting a patient specific surgical plan. The result is viewed by the surgeon through the AR display and is designed to help them quickly place instruments, accurately achieve surgical objectives, and reduce cognitive load. In parallel, we are working to expand the indications for HOLO™ AI, our portfolio of neural networks designed to analyze, segment, and measure medical images including diagnostic, intraoperative, and postoperative modalities. Our vision is to apply AI across the continuum of care to find what drives patient satisfaction, in spine as well as adjacent specialties.
Develop and commercialize an increased cadence of innovative spine implants and biomaterials products. We plan to leverage our current strengths and invest in our research and development platform, in order to expand our product portfolio and develop next-generation, clinically validated products. To support these efforts, we plan to hire additional dedicated engineers and scientists with expertise in product design and development. We plan to continue to deepen our relationships with thought-leading surgeons to develop clinically validated procedures and products that deliver better patient outcomes. We also plan to create seamless integration between our products, procedures, and our digital surgery platform.
Validate our innovative products with clinical evidence. We have a history of investing in clinical efficacy and outcomes studies to validate our products with peer-reviewed clinical evidence. There are more than 100 peer-reviewed clinical publications spanning our portfolio, including the Coflex® device, HPS® 2.0 fixation and TETRAfuse® 3D technology. We are investing in building a larger research and clinical affairs team that will bolster our clinical evidence. We plan to gather real-world clinical evidence on the safety and efficacy of our new innovative products. We plan to continue collaborating with our surgeon customers and key opinion leaders to share clinical data analyses through peer-reviewed scientific publications and conference presentations to the spine surgery and medical community. We believe such clinical data will bring increased awareness of our products and technologies and attract surgeon and patient interest.
Grow our international business. We have strong commercial and research and development infrastructure outside the United States. We plan to focus our international commercial efforts on certain key markets that we believe represent a current annual market opportunity of $5.9 billion. We have a direct sales channel in several markets including Germany, which we believe provides us with a competitive advantage. We maintain a hybrid sales channel in other key markets throughout Europe and Asia where we plan to evaluate the potential for conversion to direct sales channels, in order to enhance our market penetration. To facilitate continued growth of our international business, we plan to introduce multiple new innovative products to our surgeon customers.
Strategically pursue acquisition, license, and distribution opportunities. We have experience identifying acquisition, license, and distribution opportunities and integrating new technologies to complement our product portfolio specifically as it relates to our digital health strategy. We plan to strategically use these business development activities to supplement our internal innovations and fill key product portfolio needs.
Corporate Information
We currently operate at five locations: our corporate headquarters in Deerfield, Illinois; San Diego, California where we are building an innovation and design center; Poznan and Warsaw, Poland facilities, where we have our Digital Surgery Innovation Center and research and development team focused on AR and AI; and our Wurmlingen, Germany facility where we manage our international commercial business and maintain a Research and Development Center of Excellence focused on motion preservation implants and instrumentation.
The original Regeneration Technologies, Inc. (“RTI”) was incorporated in 1997 in Florida as a wholly-owned subsidiary of the University of Florida Tissue Bank (“UFTB”). RTI began operations on February 12, 1998, when UFTB
5


contributed its allograft processing operations, related equipment and technologies, distribution arrangements, research and development activities, and certain other assets to RTI. At the time of its initial public offering in August 2000, RTI was reincorporated in the State of Delaware, and in February 2008, RTI changed its name to RTI Biologics, Inc. In July 2013, RTI Biologics, Inc. completed the acquisition of Pioneer Surgical Technology, Inc. and, in connection with the acquisition, changed its name from RTI Biologics, Inc. to RTI Surgical, Inc. On January 4, 2018, RTI Surgical, Inc. entered the sacroiliac joint fusion market with the acquisition of Zyga Technology, Inc., a private commercial-stage company that had developed and begun to commercialize the SImmetry® Sacroiliac Joint Fusion System. On March 8, 2019, RTI Surgical, Inc. acquired Paradigm Spine, LLC (“Paradigm”), a private commercial-stage company focused on motion preservation and non-fusion spinal implant technology whose primary product was the Coflex® Interlaminar Stabilization Device, a minimally invasive motion preserving stabilization implant. In connection with the Paradigm transaction, we restructured and RTI Surgical, Inc. became a wholly-owned subsidiary of RTI Surgical Holdings, Inc.
On July 20, 2020, we completed the sale of our former original equipment manufacturer businesses (“OEM Businesses”) to Ardi Bidco Ltd., an entity owned and controlled by Montagu Private Equity LLP. As a result of the disposition, our former OEM Businesses and our former business related to processing donated human musculoskeletal and other tissue and bovine and porcine animal tissue in producing allograft and xenograft implants using certain sterilization processes were sold. In connection with this transaction, we changed our name from RTI Surgical Holdings, Inc. to Surgalign Holdings, Inc., operating as Surgalign Spine Technologies, we changed the ticker symbol for our Common Stock to “SRGA,” and we became a pure-play global spine company.
On October 23, 2020, we acquired Holo Surgical Inc. (“Holo Surgical”) and the technology related to HOLOTM.
On December 30, 2021, we acquired a 42% equity interest in Inteneural Networks, Inc. (INN).
Our principal offices are located at 520 Lake Cook Road, Suite 315, Deerfield, Illinois, 60015, and our phone number is (224) 303-4651. We maintain a corporate website at www.surgalign.com.
Industry Overview
The global spine surgery industry can be broken into various markets that align with the treatment procedures for patients suffering from back-related pain and other conditions. The most prevalent markets are spine implants, composed of implantable devices to aid in both fusion and motion preservation procedures and the biomaterials market consisting of human-derived and synthetic bone growth substitute products.
Enabling Technologies
A relatively new and emerging segment to the spine surgery market is enabling technologies. These technologies are designed to aid surgeons in the treatment of spinal conditions by providing information and tools to enhance treatment planning and execution. Major categories within this segment include surgical navigation systems, robotic targeting devices and pre-surgical planning software.
Spine Implants
The global spine implants annual market opportunity was estimated at $8.8 billion in 2020, with most revenues being generated from spinal fusion devices. Fusion devices are designed and developed to aid in the restoration of spinal alignment and to provide fixation during the fusion process. Conversely, motion preservation devices are designed predominantly to stabilize the spine and allow for motion of the segments. Spine implants can be surgically applied via traditional open surgery or via minimally invasive surgery. We provide devices in both segments of the spine implant market and via both surgical methodologies.
Biomaterials
The global biomaterials annual market opportunity was estimated at $4.8 billion in 2020. The biomaterials segment covers a large range of bone growth substitutes, including growth factors, cellular allografts, Demineralized Bone Matrices ("DBMs"), traditional allografts, and synthetic bone graft substitutes. Biomaterials are utilized during spine surgery procedures to promote fusion by substituting or augmenting the normal regenerative capacity of bone.
6



Our Products
On January 14, 2022 we received U.S. Food and Drug Administration ("FDA") clearance on HOLO Portal™, our AI-driven AR surgical navigation system for spine. This is the first of many FDA submission related to our digital health platform and strategy to improve patient outcomes. We have a broad portfolio of spine implants, including solutions for fusion procedures in the lumbar, thoracic, and cervical spine, motion preservation solutions for the lumbar spine, and a minimally invasive surgical implant system for fusion of the sacroiliac joint. We also have a broad portfolio of biomaterial products.
Surgical Guidance
On January 14, 2022, we received FDA 510(k) clearance for HOLO Portal™, a surgical guidance system utilizing AR and AI for use in spine surgery. HOLO Portal™ surgical guidance incorporates HOLO™ AI technology with a unique AR interface to enhance intraoperative image-based navigation with AI driven insights. The system features intraoperative surgical planning that uses AI to automate manual and time-consuming tasks, such as anatomic labelling, implant sizing, and trajectory planning. The surgical plan is then presented to the surgeon through the augmented reality display.
Patented HOLO Portal™ software includes several convolutional neural networks to segment and group patient anatomy based on intraoperative CT scans. This results in a patient-specific 3D model that is automatically labeled with anatomic structures for use during surgery, including: pedicle, vertebral body, spinal canal, articular processes, transverse process, lamina, spinous process, ribs, pelvis.
HOLO Portal™ software suggests screw trajectories and measures pedicle sizes from the patient-specific 3D model. The system then suggests the appropriate screw size based on a surgeon-defined pedicle fill ratio. The resulting surgical plan is designed to maximize accuracy and eliminate time spent manually planning trajectories and measuring screw sizes.
Once the segmentation and screw plan is generated, HOLO Portal™ software displays the surgical plan intraoperatively through the interactive AR display and provides a 3D guidance overlay on the patient’s anatomy. 3D trajectory and targeting are superimposed on surgical instruments in real time within the surgical field. This innovative design may reduce the surgeon’s cognitive load by providing intuitive guidance that allows the surgeon to keep focus on the surgical field. We believe that HOLO Portal™ may help surgeons achieve better surgical outcomes, reduce complications, and improve patient satisfaction.
We are developing additional applications utilizing HOLO™ AI technology for use in multiple clinical specialties across the patient continuum of care. We believe HOLO™ AI, our portfolio of neural network technologies, is one of the most advanced artificial intelligence technologies being applied to surgery.
Spine Implants
As of 2021, all of our revenues related to the spine implants portfolio are generated from spinal fusion devices and motion preservation devices. Fusion devices are designed and developed to aid in the restoration of spinal alignment and to provide fixation during the fusion process. Conversely, motion preservation devices are designed to stabilize the spine and allow for motion of the segments. Sacroiliac joint fusion implant systems are designed to relieve sacroiliac joint pain. We provide devices in each of these three segments of the spinal hardware implant market.
Thoracolumbar and Cervical Spine Fusion Devices
We offer a broad portfolio of cervical, thoracic and lumbar interbody (e.g., Fortilink® cages with TETRAfuse® technology) and fixation (e.g., Streamline® MIS/Degen/OCT pedicle screws) devices for conventional spine fusion procedures including anterior cervical ciscectomy and fusion (ACDF), posterior cervical fusion (PCF), posterior lumbarinterbody fusion (PLIF), transforaminal lumbar interbody fusion (TLIF), anterior lumbar interbody fusion (ALIF) and lateral lumbar interbody fusion (LLIF).
7


Sacroiliac Joint Fusion Devices
We are one of the market-leaders in the sacroiliac joint ("SI"), fusion segment of the spinal hardware implant market. Our SImmetry® system allows for minimally invasive SI joint fusion surgery that eliminates the movement of the joint in two ways:
1.True SI joint fusion – The surgeon decorticates the joint surfaces with special instruments, in accordance with orthopedic principles, to create the appropriate environment to fuse the joint.
2.Immediate fixation – By placing an implant across the joint, the joint is instantly immobilized, allowing fusion.
Two-year data from the EVoluSIon study showed high rates of joint fusion and statistically significant decreases in opioid use, pain, and disability scores, as well as the possibility of faster recovery times.
Motion Preservation Devices
Our motion preservation portfolio includes the Coflex® Interlaminar Stabilization device, the only U.S. Food and Drug Administration ("FDA") premarket approval application ("PMA") approved implant for the treatment of moderate to severe lumbar spinal stenosis in conjunction with direct decompression. The Coflex® device is the first and only posterior lumbar motion preservation solution with Level I evidence, the highest possible level of clinical data, from two prospective, randomized studies against two treatment options—decompression alone and decompression with fusion—across two countries, the United States and Germany. The Coflex® device has demonstrated long-term clinical outcomes for durable pain relief and stability. The device has been implanted in more than 163,000 patients worldwide.
Biomaterials
We have a significant portfolio across the biomaterials market for spinal fusion procedures. Our portfolio of biomaterials includes products ranging from innovative tissue-based solutions to advanced synthetic bone graft substitutes for a range of surgical applications. Our biomaterials products complement our spine implants product line with the synergistic goal to improve fusion rates.
Cellular Allograft
The ViBone® family of products, supplied by Aziyo Biologics, Inc. (“Aziyo”), is a next-generation viable cellular allograft bone matrix processed using a proprietary method optimized to protect and preserve the health of native bone cells to potentially enhance new bone formation.
Demineralized Bone Matrices (DBM)
DBM formulations are designed to provide naturally occurring bone proteins and other growth factors at varying stages of the bone healing process. We offer a broad DBM portfolio, which includes putty, strip, and boat configurations for various surgical applications to provide a natural scaffold for bone ingrowth and osteoinductive potential to facilitate fusion. Our flagship DBM is FibreX™ demineralized bone fibers, supplied by Origin Biologics.
Synthetic Bone Growth Substitutes
Our synthetic bone growth substitutes portfolio, includes the nanOss® family of products, which provide osteoconductive nano-structured HA and an engineered extracellular matrix bioscaffold collagen carrier to provide a natural bone growth solution.
Research and Development
Since the launch of Surgalign in July 2020, we have focused on innovation, quality, and clinical validation in the design and development of our products. Instrumental to this focus is creating an R&D organization centralized in San Diego, California. This new center of excellence will continue to be supported by our capabilities in Wurmlingen, Germany. We have new capabilities in Poland, acquired through the Holo Surgical and INN transactions, that bring us expertise in AR, machine learning, and software development which will help us expand on our digital health strategy. We have also maintained our strategic partnership with RTI Surgical, subsequent to the disposition of our OEM Businesses, to support our spine implants and biomaterials businesses.
8


Aligning Holo Surgical with our recent acquisition of equity in INN, we are committed to leading in digital health and expanding our scope outside the operating room and in additional clinical specialties. Our priorities include refinement and expansion of indications of our HOLO Portal™ system, and the development of a cloud platform to allow use of HOLO™ AI technology in preoperative and postoperative settings. This will enable us to leverage HOLO™ AI technology to automate certain use cases in diagnostics, preoperative planning, patient specific implants, and postoperative assessment, with an ultimate goal of predictive patient outcomes.
Our short-term product development efforts will focus on initiatives to enhance our interbody cage offerings, fill focused gaps in our biomaterials portfolio and develop a new flagship posterior fixation system. We believe that doing so will allow us to better compete at the procedural level. We will also continue to work on developing differentiated technologies and generating the necessary clinical data to drive demand and support appropriate reimbursement.

Intellectual Property
Our business depends upon the significant know-how and proprietary technology we have developed and curated. To protect this know-how and proprietary technology, we rely on a combination of trade secret laws, patents, licenses, trademarks, and confidentiality agreements. The intended effect of these intellectual property rights is to define zones of exclusive use of the covered intellectual property. The duration of patent rights generally is 20 years from the date of filing of priority application, while trademarks, once registered, generally have a term of 10 years but can be renewed so long as the trademarks continue to be used. Our trademarks and service marks provide our company and our products with a certain degree of brand recognition in our markets. However, we do not consider any single patent, trademark or service mark material to our business strategy, financial condition, or results of operations. Further, we have also entered into exclusive and non-exclusive licenses relating to a wide array of third-party technologies.
Our U.S. and foreign holdings include, without limitation, patents, patent applications and trade secrets relating to or covering certain synthetic bone graft substitutes; interbody fusion and motion implants; spinal and orthopedic plates; spinal rods, cables and screws and spinal fixation systems and related instrumentation.
As part of the Holo Surgical Acquisition, we acquired intellectual property and technologies that relate to digital surgery. As of December 31, 2021, the intellectual property of the Holo Surgical business included, among other things, two issued U.S. patents, one granted European patent, fifteen U.S. pending patent applications, and ten pending European patent applications. We do not know whether our current patent applications, or any future patent applications that we may file, will result in a patent being issued with the scope of the claims we seek, or at all, or whether any patents we may receive will be challenged or invalidated. The term of individual patents depends on the legal term for patents in the countries in which they are granted. In most countries, including the United States, the patent term is generally 20 years from the earliest claimed filing date of a nonprovisional patent application in the applicable country. The expected years of expiration for these patents and any patents that issue from such pending applications range from 2037 to 2042. The HOLO™ platform is an autonomous anatomical mapping technology designed to assist surgeons and physicians to diagnose, treat, and manage patients with neurosurgical and orthopedic conditions. The HOLO™ platform is capable of advanced, real-time analytics, autonomous presurgical planning, and autonomous intraoperative guidance, potentially enhancing surgical performance with the goal of facilitating improved patient outcomes.
Further, as part of the acquisition of the equity interest in INN, we received a non-exclusive, royalty-free license to INN intellectual property and technologies. INN’s proprietary artificial intelligence technology and intercranial capabilities complement our HOLOTM platform technology.
The medical device industry is characterized by the existence of a large number of patents and frequent litigation based on allegations of patent infringement. As the number of entrants into our market increases, the risk of an infringement claim against us, as well as the risk of a third party infringing on our patents, grows. While we attempt to ensure that our implants and methods do not infringe other parties’ patents and proprietary rights, our competitors or other third parties may assert that our implants, and the methods we employ, are covered by patents held by them. In addition, our competitors and other third parties may assert that future implants and methods we may employ infringe their patents. If third parties claim that we infringe upon, misappropriate, or otherwise violate their intellectual property rights, we may incur liabilities and costs and may have to redesign or discontinue selling the affected implant. Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations. We are currently, have been in the past, and may be in the future, involved in litigation relating to intellectual property. For more information regarding the risks related to intellectual property, please see the section titled “Risk Factors—Risks Related to Intellectual Property.”
9


Sales and Distribution
We currently market and sell our products in the United States and in more than 50 countries globally. Our U.S. Commercial organization includes Professional Education, Corporate Accounts, and field-based Area Sales Directors and Regional Product Specialists supported by an extensive network of independent spine and biomaterial distributors. Our international sales organization consists of a direct sales force in several European countries and stocking distributors in the rest of the world.
We anticipate adding additional independent distributors and plan to invest in additional marketing and surgeon education & training to support this expansion. We believe the expansion of our U.S. and international sales efforts will provide us with significant opportunity for future growth as we launch our digital technology platform, expand our product portfolio, and seek to penetrate existing and new markets.
In January 2022 we started to hire for our capital sales team which will be solely focused on sales and placement of the HOLO Portal™ system with our strategy partners.
Surgeon Education and Training
We devote significant resources to educate surgeons on the proper use of our technologies and techniques including the HOLO Portal™ system. The successful use of our products and technologies depends, in part, on the training and skills of the surgeon performing the procedure. We are developing a state-of-the-art cadaver operating theater and training facility in our San Diego Innovation Center, to help drive adoption of our products.
We believe our success is partially dependent on our ability to differentiate, with clinically validated products and procedures, the quality of our products and reputation within the spine surgeon community. We have a strong commitment to conducting collaborative research with surgeons and we intend to continue working with surgeons and other healthcare professionals in clinical research to further advance our pipeline of novel, innovative technology, and product offerings.
International Operation
Internationally, we market and distribute our implants through a direct distribution organization and a network of independent distributors. International revenues accounted for approximately 14% of our 2021 global revenues.
Our international business is based in Wurmlingen, Germany. With our presence in the region, we can rely on the large local network of spine manufacturers and the wider “Medical Valley Community” of spine and medical device experts and talent. Our international warehousing and logistics have been outsourced to a qualified third-party logistics provider based in the Netherlands that has scalable biomaterials and hardware capabilities and operations. We received MDR certification in the EU in October 2020, which will provide us opportunities for future expansion.
A significant addition to our international presence is the acquisition of Holo Surgical and INN personnel in Poland which will allow us to harness new capabilities in digital surgery with artificial intelligence and predictive analytics.
Competition
Competition in the medical implant industry is intense and subject to rapid technological change and evolving industry requirements and standards. Companies within the industry compete based on design of related instrumentation, efficacy of implants, service and relationships with the surgical community, depth of range of implants, scientific and clinical results, and pricing. Many of our competitors are substantially larger than we are, with much greater resources. In some cases, our customers compete with us in multiple product categories.
We consider our principal competitors in the spine implant and biomaterials, and digital health markets to include Medtronic, Zimmer, plc. DePuy Synthes NuVasive, Inc., Stryker Corporation, Global Medical, Inc., Alphatec Holdings Inc., SeaSpine Holdings Corporation, and Orthofix Medical Inc.
Government Regulation and Corporate Compliance
Government Regulation
Government regulation plays a significant role in the design and distribution of allograft tissue implants and medical devices. We procure, where applicable and market our allograft tissue implants and medical devices worldwide. Although some standardization exists, each country in which we do business has its own specific regulatory requirements.
10


These requirements are dynamic in nature and, as such, are continually changing. New regulations may be promulgated at any time and with limited notice. While we believe that we are in material compliance with all existing pertinent international and domestic laws and regulations, there can be no assurance that changes in governmental administrations and regulations, or their interpretation or application, will not adversely affect our operations. Failure to comply with applicable requirements could result in fines, injunctions, civil penalties, recall or seizure of products, suspension of production, inability to market current products, criminal prosecution, and/or refusal of the government to authorize the marketing of new products.
We currently market and distribute allograft implants that are processed from human tissue, which are processed by third-party suppliers who are responsible for satisfying local regulatory requirements and who ship the implants directly to our customers. We believe that worldwide regulation of allografts is likely to intensify as the international regulatory community focuses on the growing demand for these implants and the attendant safety and efficacy issues of citizen recipients.
Our research, development, and clinical programs, as well as our marketing and commercial operations, are subject to extensive regulation in the United States and other countries. Most notably, all of our implants distributed in the United States are subject to the federal Food, Drug, and Cosmetic Act and the Public Health Services Act as implemented and enforced by the FDA. The regulations that cover our implants and facilities vary widely based on implant type and classification both in the United States, and from country to country. The amount of time required to obtain approvals or clearances from regulatory authorities also differs from country to country.
Unless an exemption applies, most of the medical devices that we commercially distribute in the United States are covered by premarket notification (“510(k)”) clearance from the FDA. The FDA classifies medical devices into one of three classes. Devices deemed to pose lower risks are placed in either Class I or II. Manufacturers of most Class II medical devices are required to obtain 510(k) clearance prior to marketing their devices. To obtain 510(k) clearance, a company must submit a premarket notification demonstrating that the proposed device is “substantially equivalent” in intended use and in technological and performance characteristics to another legally marketed 510(k)-cleared “predicate device.” By regulation, the FDA’s performance goals are to clear or deny a 510(k) premarket notification within 90 FDA review days of submission of the application. As a practical matter, clearance may take longer. The FDA may require further information, including clinical data, to make a determination regarding substantial equivalence. After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, requires a new 510(k) clearance or could require a lengthy premarket approval application (“PMA”) process. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in Class III, requiring approval through the PMA process.

Class III medical devices are required to undergo the PMA approval process in which the manufacturer must establish the safety and effectiveness of the device to the FDA’s satisfaction. A PMA application must provide extensive preclinical and clinical trial data as well as information about the device and its components regarding, among other things, device design, manufacturing, and labeling. Also, during the review period, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. In addition, the FDA will typically conduct a preapproval inspection of the manufacturing facility to ensure compliance with the FDA’s Quality System Regulations (21 CFR Part 820) (“QSR”). FDA reviews of PMA applications generally can take between one and three years, or longer. We have one FDA PMA approved device: The Coflex® Interlaminar Stabilization device. The Coflex® device is currently the only FDA PMA-approved implant for the treatment of moderate to severe lumbar spinal stenosis in conjunction with decompression.
The medical devices that we develop, manufacture, distribute, and market are subject to rigorous regulation by the FDA and numerous other federal, state, and foreign governmental authorities. The process of obtaining FDA clearance and other regulatory approvals to develop and market a medical device, particularly from the FDA, can be costly and time-consuming, and there can be no assurance that such approvals will be granted on a timely basis, if at all. While we believe that we have obtained, or will be able to obtain, all necessary clearances and approvals for the manufacture and sale of our implants and that they are, or will be, in material compliance with applicable FDA and other material regulatory requirements, there can be no assurance that we will be able to continue such compliance. After an implant is placed on the market, numerous regulatory requirements continue to apply. Those regulatory requirements may include, as applicable: product listing and establishment registration; QSRs, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; labeling regulations (including unique device identification (“UDI”) requirements), and FDA prohibitions against the promotion of products for uncleared, unapproved, or off-label uses or indications; clearance of
11


product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use of one of our cleared devices; Medical Device Reporting regulations, which require that manufacturers report to FDA if their device may have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur; post-approval restrictions or conditions, including post-approval study commitments; post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; the FDA’s recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations; regulations pertaining to voluntary recalls; and notices of corrections or removals.
We and certain of our suppliers also are subject to announced and unannounced inspections by the FDA to determine our compliance with FDA’s QSR and other regulations. If the FDA were to find that we or certain of our suppliers have failed to comply with applicable regulations, the agency could institute a wide variety of enforcement actions, ranging from a public Warning Letter to more severe sanctions, such as: fines and civil penalties against us, our officers, our employees or our suppliers; unanticipated expenditures to address or defend such actions; delays in clearing or approving, or refusal to clear or approve, our products; withdrawal or suspension of approval of our products or those of our third-party suppliers by the FDA or other regulatory bodies; product recall or seizure; interruption of production; operating restrictions; injunctions; and criminal prosecution. Moreover, governmental authorities outside the United States have become increasingly stringent in their regulation of medical devices, and our products may become subject to more rigorous regulation by non-U.S. governmental authorities in the future. U.S. or non-U.S. government regulations may be imposed in the future that may have a material adverse effect on our business and operations. The EU has nationally transposed regulations based on the European Commission (“EC”) Medical Device Directives (“MDD”) for the control of medical devices with which manufacturers must comply. New Medical Device Regulations (“MDR”) were slated to replace the medical device directives effective May 26, 2020, in the EU. However, due to delays, implementation of the EU MDR began on May 26, 2021. Manufacturers must have received Conformitè Europèene (“CE”) certification from a “notified body” to be able to sell products within the member states of the EU. Certification allows manufacturers to stamp the products of certified plants with a CE mark. Products covered by the EC directives that do not bear the CE mark cannot be sold or distributed within the EU. All products that we distribute in the EU have received CE certification.
All medical devices currently distributed in the EU under MDD are likely impacted by the implementation of MDR. MDR may also include products, such as human tissue, not traditionally considered medical devices in the EU. Additionally, MDR, among other things, increases regulatory requirements for several medical device groupings applicable to our implants distributed in the EU, including strengthening notified body oversight for Class I reusable surgical instruments, and up-classifying spinal devices in contact with the spinal column. We received MDR certification in October 2020 and again in October 2021.
Our products may be reimbursed by third-party payers, such as government programs, including Medicare, Medicaid, and Tricare or private insurance plans and healthcare networks. Third-party payers may deny reimbursement if they determine that a device provided to a patient or used in a procedure does not meet applicable payment criteria or if the policy holder’s healthcare insurance benefits are limited. Also, third-party payers may challenge the medical necessity and prices paid for our products and services.
The False Claims Act, Anti-Kickback Statute, Foreign Corrupt Practices Act, and United Kingdom Bribery Act of 2010, as well as state and international anti-bribery and anti-corruption legislation, regulate the conduct of medical device companies’ interactions with the healthcare industry. Among other things, these laws and others generally: (1) prohibit the provision of anything of value in exchange for the referral of patients for, or the purchase, order, or recommendation of, any item or service reimbursed by a federal healthcare program, (including Medicare and Medicaid); (2) require that claims for payment submitted to federal healthcare programs be truthful; and (3) prohibit inappropriate payment to foreign officials for the purpose of obtaining or retaining business. We maintain a compliance program that incorporates the seven fundamental elements as set forth by the Office of the Inspector General within the U.S. Department of Health and Human Services. This facilitates our compliance with requirements regarding the prohibition of inappropriate transfers of value in exchange for referrals or obtaining or retaining foreign business engagements, prohibition regarding the submission of inappropriate claims for reimbursement to federal healthcare programs, as well as generally ensuring ethical interactions with the healthcare industry both domestically and internationally.
Under Section 6002 of The Patient Protection and Affordable Care Act of 2010 (known as the Physician Payment Sunshine Act) and similar state and international transparency reporting legislation, we are required to collect and report data regarding payments or other transfers of value to physicians, teaching hospitals, and other persons in the healthcare industry. Our compliance program ensures all such payments and transfers of value are appropriate per the requirements of
12


applicable anti-bribery or anti-corruption legislation and that all required data is reported to relevant U.S. and International governmental entities as called for by applicable transparency reporting legislation.
In addition, U.S. federal, state, and international laws protect the confidentiality of certain health and other personal information, in particular individually identifiable information such as medical records and other protected health information (“PHI”), and restrict the use and disclosure of such information. In administering our employee health plan, we comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). In our dealing with customers such as health care providers or hospitals, we are not a Covered Entity or Business Associate as defined by the HIPAA Privacy Rule, but we voluntarily incorporate applicable HIPAA standards in our corporate policies regarding handling of PHI we receive. We are also subject to the California Consumer Privacy Act. At the international level, the General Data Protection Regulation (EU 2016/679) (“GDPR”) applies to our processing of personal data of EU residents. This law regulates and protects the collection, use, processing, and disclosure of personal information, including by imposing privacy and security requirements and penalties for violations. We comply with this regulation for both general personal data as well as the higher sensitivity standards for health and financial data and are implementing the standards of this regulation as part of our corporate policy for processing personal data from all U.S. and international jurisdictions.
Corporate Compliance
We have a comprehensive compliance program. It is a fundamental policy of our company to conduct business in accordance with the highest ethical and legal standards. Our corporate compliance and ethics program is designed to promote legal compliance and ethical business practices throughout our domestic and international businesses.
Our compliance program is designed to substantially meet the U.S. Sentencing Commission’s guidelines for effective organizational compliance and ethics programs and to detect and prevent violations of applicable federal, state, and local laws and regulations. Our compliance program is global in nature; designed and operationalized to ensure compliance with relevant international laws and multi-jurisdictional legislation, including, but not limited to: OFAC, FCPA, UK Bribery Act, Modern Slavery, HIPAA and GDPR.
Key elements of our compliance program include:
Organizational oversight by senior-level personnel responsible for the compliance functions within our company;
Written standards and procedures, including a Code of Conduct;
Methods for communicating compliance concerns, including anonymous reporting mechanisms;
Investigation and remediation measures to ensure prompt response to reported matters and timely corrective action;
Compliance education and training for employees and contracted business associates such as distributors;
Auditing and monitoring controls to promote compliance with applicable laws and assess program effectiveness;
Oversight of interactions with healthcare professionals to ensure compliance with healthcare fraud and abuse laws, including mandated reporting of transfers of value to healthcare professionals under the Affordable Care Act;
Oversight of corporate handling of personal data to ensure compliance with data protection legislation;
Disciplinary guidelines to enforce compliance and address violations;
Screening of employees and relevant contracted business associates; and
Risk assessments to identify areas of regulatory compliance risk.
Employees
As of December 31, 2021, we had a total of 231 employees of which 70 were employed outside of the United States. None of our employees are represented by a labor union, and we consider our employee relations to be good. We believe a strong employee culture and a commitment to improving patient lives by advancing the standard of spine care and our digital health initiatives will help foster a shared sense of engagement and purpose among our employees and provide us with a competitive advantage. Our culture and employees are driven by our five values: being relentless, gritty and tenacious; acting with speed; being customer-focused and patient-minded; leading with integrity; and being bold and acting courageously. We intend to attract and retain the best talent in the industry by offering competitive pay, annual incentive
13


awards, equity opportunities, health, wellness and retirement benefits, and a work environment that enables our employees to fully utilize their potential and deliver long-term stockholder value. We also believe having a diverse workforce, including diversity of personal characteristics and experience, is important for us to succeed as we transform our legacy business into Surgalign: a leading medical technology company focused on elevating the standard of care through the evolution of digital health.
Seasonality
Our business is generally not seasonal in nature; however, the number of orthopedic implant surgeries and elective procedures generally declines during the summer months and increases in the fourth quarter.
Available Information
Our Internet address is www.surgalign.com. Information included on our website is not incorporated by reference herein or in our Annual Report on Form 10-K for the year ended December 31, 2021. We make available, free of charge, on or through the investor relations portion of our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we file such material with, or furnish it to the Securities and Exchange Commission (“SEC”). These filings are also available on the SEC’s website at www.sec.gov. Also available on our website is our Corporate Governance Guidelines, our Code of Conduct, our Code of Ethics for Senior Financial Professionals, and the charters for our Audit Committee, Compensation Committee and Nominating and Governance Committee. Within the time period required by the SEC and Nasdaq, we will post any amendment to our Code of Ethics for our senior financial professionals and any waiver of our Code of Conduct applicable to our senior financial professionals, executive officers and directors.
Item 1A. RISK FACTORS
Risks Related to the Business
An investment in our common stock involves a high degree of risk. You should consider each of the risks and uncertainties described in this section and all of the other information in this document before deciding to invest in our common stock. Any of the risk factors we describe below could severely harm our business, financial condition, and results of operations. The market price of our common stock could decline if any of these risks or uncertainties develops into actual events, and you may lose all or part of your investment.
COVID-19 has had and may continue to have a material, adverse impact on us.
A novel strain of coronavirus, COVID-19, has spread globally, including to the United States, Germany, and Poland where we have significant operations. The COVID-19 pandemic has and continues to directly and indirectly materially and adversely affected our business, financial condition, results of operations and prospects. The extent to which these adverse impacts will continue will depend on numerous evolving factors that are highly uncertain, rapidly changing and cannot be predicted with precision or certainty at this time.
Across our operations, although most governmental restrictions on certain medical procedures have been lifted, the pandemic has adversely impacted our business activities, as healthcare resources are still being prioritized for the treatment and management of the outbreak in some cases. Consequently, there are delays in delivering certain elective and non-emergent procedures and significant volatility or reductions in demand for such procedures may continue. The COVID-19 pandemic poses the risk that hospitals and other healthcare providers may be prevented from conducting business activities for an indefinite period of time, including due to spread of the disease or due to shutdowns that have been and may continue to be requested or mandated by governmental authorities. Further, disruptions in the manufacture or distribution of our products or in our supply chain may occur as a result of the pandemic or pandemic-related events that result in staffing shortages, production slowdowns, stoppages, or disruptions in delivery systems, any of which could materially and adversely affect our ability to manufacture and/or distribute our products, or to obtain the raw materials and supplies necessary to manufacture and/or distribute our products, in a timely manner, or at all.
COVID-19 has had an adverse effect on the overall productivity of our workforce, and we may be required to continue to take extraordinary measures to ensure the safety of our employees and those of our business partners. In
14


addition, our employees may be required to take time off for extended periods of time due to illness, or as a result of government-imposed changes to daily routines. It is unknown how long these disruptions could continue.
As the global outbreak of COVID-19 continues to rapidly evolve, it could continue to both materially and adversely affect our revenues, cash flows, business, financial condition, results of operations and prospects for an indeterminate period of time. Notwithstanding recent developments with respect to vaccines for COVID-19, we are unable to accurately predict the full impact that the ongoing pandemic will have due to numerous factors that are not within our control, including its duration and severity. Stay-at-home and shelter-in-place orders, business closures, travel restrictions, supply chain disruptions, employee illness or quarantines, and other extended periods of interruption to our business have resulted and could continue to result in disruptions to our operations. These interruptions have had and could continue to have adverse impacts on the growth of our business, have caused and could continue to cause us to cease or delay operations, and could prevent our customers from receiving shipments or processing payments. Any worsening of the COVID-19 pandemic could result in additional material adverse impacts on our business, financial condition, results of operations and prospects.
We may not have sufficient cash flows from operating activities, cash on hand and available capital sources to finance capital expenditures and other working capital needs and to finance contingent consideration and forward contract arrangements when they become due.
Our business operations generally require significant upfront capital expenditures. As of December 31, 2021, we had capital resources consisting of cash and cash equivalents of $51.3 million. We will continue to expend substantial cash resources for the foreseeable future, for, among other things, the development of our digital health solutions platform, including applications based on the HOLOTM AI technology, inventory, the investments in our product pipeline, and other operating expenses. These expenditures will include costs associated with marketing and selling our products, obtaining certain regulatory approvals, and expanding our technology pipeline. In connection with prior acquisitions, we are required to make contingent consideration earnout payments to the sellers if certain metrics relating to the acquired businesses have been achieved. As of December 31, 2021, we had accrued $51.9 million in contingent consideration as liabilities that we owe in connection with our prior acquisitions. In addition we have $10.0 million related to forward contracts that we may owe if certain milestones are met based on the INN acquisition. There is no assurance that we will have sufficient cash on hand or available capital to finance our capital expenditures and other working capital needs or fund contingent consideration payments when they become due, and failure to do so may result in a material adverse effect on our business, operations, and financial condition.
We have a history of net losses, we expect to continue to incur net losses in the near future, and we may not achieve or maintain profitability.
We have a history of net losses from our continuing operations. For the years ended December 31, 2021, 2020 and 2019, we incurred net losses from continuing operations of $122.9 million, $194.2 million, and $248.8 million, respectively. As of December 31, 2021, we had an accumulated deficit of $569.6 million. We have incurred significant net losses and have relied on our ability to fund our operations through revenues from the sale of our products and through various forms of financings. A successful transition to sustained profitability is dependent upon achieving a level of revenues adequate to support our cost structure. This may not occur and, unless and until it does, we will continue to need to raise additional capital. We may seek additional funds from public and private equity or debt financings, borrowings under debt facilities or other sources to fund our projected operating requirements. However, we may not be able to obtain further financing on reasonable terms or at all. If we are unable to raise additional funds on a timely basis, or at all, our business, results of operations, financial condition and prospects will be materially adversely affected.
Our operating results have fluctuated significantly in the past and may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations.
Our quarterly and annual operating results have fluctuated significantly in the past and may fluctuate significantly in the future, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:
Acceptance of our products by spine surgeons, patients, hospitals and third-party payers;
Demand and pricing of our products;
The mix of our products sold, because profit margins differ among our products;
15


Timing of new product offerings, acquisitions, licenses or other significant events by us or our competitors;
Our ability to grow and maintain a productive sales and marketing organization and distributor network;
Regulatory approvals and legislative changes affected the products we may offer or those of our competitors;
The effect of competing technological and market developments;
Levels of third-party reimbursement for our products;
Interruption in the manufacturing or distribution of our products;
Our ability to produce or obtain products of satisfactory quality or in sufficient quantities to meet demand; and
Changes in our ability to obtain FDA, state and international approval or clearance for our products.
The effect of one of the factors discussed above, or the cumulative effects of a combination of factors, could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.
Our auditors have issued a “going concern” audit opinion.
Our current and former independent auditors have indicated in their report on our financial statements for the years ended December 31, 2021, December 31, 2020 and December 31, 2019, that there is substantial doubt about our ability to continue as a going concern. See Note 1 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2021. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation.
Further, we are projecting that we will continue to generate significant negative operating cash flows over the next 12 months and beyond. In consideration of these projected negative cash flows, as well as, (i) contingent consideration amounts payable in cash in connection with the Holo Surgical and INN acquisitions; (ii) additional payment obligations we may owe to our suppliers in respect of minimum purchase requirements under our supply contracts; (iii) uncertainties related to potential settlements from ongoing litigation and regulatory investigations; (iv) the unsecured promissory notes in an aggregate principal amount of approximately $10.6 million issued to the sellers in connection with the INN acquisition; and (v) uncertainties related to COVID-19, we have forecasted the need to raise additional capital in order to continue as a going concern. Our operating plan for the next 12-month period also includes continued investments in our product pipeline that will necessitate additional debt and/or equity financing in addition to the funding of future operations through 2022 and beyond. Our ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Further, if there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all, and no assurance can be given that future financing will be available or, if available, that it will be on terms that are satisfactory. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If cash resources are insufficient to satisfy our ongoing cash requirements through 2022, we may be required to scale back operations, reduce research and development expenses, and postpone, as well as suspend, capital expenditures, in order to preserve liquidity, or be forced to liquidate the Company, in which case it is likely that investors will lose all or a part of their investment.
We are involved in an ongoing government investigation by the SEC, the results of which may have a material adverse effect on our financial condition and business.
The Audit Committee of our Board of Directors (“Board”), with the assistance of independent legal and forensic accounting advisors, conducted an internal investigation of matters relating to our revenue recognition practices for certain contractual arrangements, primarily with OEM customers, including the accounting treatment, financial reporting and
16


internal controls related to such arrangements (the “Investigation”). The Investigation also examined transactions to understand the practices related to manual journal entries for accrual and reserve accounts. The Investigation was precipitated by an investigation that the SEC is currently conducting of prior period matters relating to our revenue recognition practices (the “SEC Investigation”). We are currently in discussions with the SEC regarding a potential settlement of the SEC Investigation. It is uncertain at this time whether any settlement will be reached or the terms of any such settlement, which could include the payment of significant monetary amounts. If we are unable to reach a settlement with the SEC, or if the terms of such settlement involve significant monetary payments, our business, financial condition, results of operations and prospects, along with our reputation with customers and business partners, could be significantly adversely affected.
In the future, we may become subject to additional litigation or governmental proceedings or investigations that could result in additional unanticipated legal costs regardless of the outcome of the litigation. If we are not successful in any such litigation, we may be required to pay substantial damages or settlement costs. While we maintain insurance coverages that are intended to address certain aspects of such proceedings and any litigation that may arise, such insurance may be insufficient to cover all losses or all types of claims that may arise.
Consolidation in the healthcare industry could lead to demands for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, financial condition, results of operations and prospects.
Numerous initiatives and reforms initiated by legislators, regulators, and third-party payers to curb rising healthcare costs, in addition to other economic factors, have resulted in a consolidation trend in the healthcare industry to create new companies with greater market power, including hospitals. As the healthcare industry consolidates, competition to provide products and services to industry participants has become, and will likely continue to become, more intense. This in turn has resulted, and will likely continue to result in, greater pricing pressures and the exclusion of certain suppliers from various market segments as group purchasing organizations, independent delivery networks, and large single accounts continue to use their market power to consolidate purchasing decisions for some of our existing and prospective customers. We expect the market demand, government regulation, and third-party reimbursement policies, among other potential factors, will continue to change the worldwide healthcare industry, resulting in further business consolidations and alliances among our customers and prospective customers, which may reduce competition among our existing and prospective customers, exert further downward pressure on the prices of our implants and may adversely impact our business, financial condition, results of operations and prospects.
Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.
In the ordinary course of our business, we collect and store sensitive data, including patient health information, personally identifiable information about our employees, intellectual property, and proprietary business information. We manage and maintain our applications and data utilizing on-site and off-site systems. These applications and data encompass a wide variety of business-critical information including research and development information, commercial information and business and financial information.
The secure processing, storage, maintenance, and transmission of this critical information is vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take measures to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable to attacks by hackers, viruses, breaches, or interruptions due to employee error or malfeasance, terrorist attacks, hurricanes, fire, flood, other natural disasters, power loss, computer systems failure, data network failure, internet failure, or lapses in compliance with privacy and security mandates. Any such virus, breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost, or stolen. We have measures in place that are designed to detect and respond to such security incidents and breaches of privacy and security mandates, but these measures may not adequately protect us from any risks. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, government enforcement actions and regulatory penalties. Unauthorized access, loss or dissemination could also interrupt our operations, including our ability to receive and ship orders from customers, bill our customers, provide customer support services, conduct research and development activities, process and prepare company financial information, manage various general and administrative aspects of our business, and damage our reputation, any of which could adversely affect our business.
17


If we fail to maintain existing strategic relationships or are unable to identify distributors of our implants, our revenues may decrease.
We currently derive a significant amount of our revenues through distributors. Variations in the timing and volume of orders by our distributors, particularly those who distribute a significant amount of our implants, may have a material effect upon our revenues. Further, if our relationships with our distributors are terminated or impaired for any reason and we are unable to replace these relationships with other means of distribution, we could suffer a material decrease in revenues.
We may need, or decide it is otherwise advantageous to us, to obtain the assistance of additional distributors to market and distribute our new implants and technologies, as well as to market and distribute our existing implants and technologies, to existing or new markets or geographical areas. We may not be able to find additional distributors who will agree to and are able to successfully market and distribute our implants and technologies on commercially reasonable terms, if at all. If we are unable to establish additional distribution relationships on favorable terms, our revenues may decline. In addition, our distributors may choose to favor the products of our competitors over ours and give preference to them.
Also, our financial results are dependent upon the service efforts of our distributors. If our distributors are unsuccessful in adequately servicing our products, our sales could significantly decrease and our business, financial condition, results of operations and prospects may be adversely impacted.
Supply chain disruptions could adversely impact our operations and financial condition.
Global supply chains have been disrupted, as a result of the COVID-19 pandemic and other factors. Accordingly, the availability of raw materials and components used in the manufacture of our products may be adversely impacted. Additionally, even when we and our suppliers are able to source such materials and components, they may cost more and may only be available on a delayed basis. Higher materials and component costs could adversely affect our margins if we are unable to pass such costs along to customers in the form of price increases. Delays in receipt of materials and components could also interrupt our production and cause us to go into back order on certain of our products, further exacerbating the effect of the global supply chain disruption.
If we, our suppliers, or parties who manufacture our products fail to maintain the high quality standards that implants require, if we are unable to procure processing capacity as required, or if the parties who manufacture our products experience disruptions in their ability to procure materials to manufacture our products, our commercial opportunity will be reduced or eliminated.

Implants require careful calibration and precise, high-quality processing and manufacturing, and we rely on a small number of suppliers for the manufacturing of our implants. Achieving precision and quality control requires skill and diligence by our suppliers. If we or our suppliers fail to achieve and maintain these high standards, or fail to avoid processing and manufacturing errors, we could be forced to recall, withdraw, or suspend distribution of our implants; our implants and technologies could fail quality assurance and performance tests; production and deliveries of our implants could be delayed or cancelled, and our processing and manufacturing costs could increase. For example, our former OEM Businesses notified us that they are issuing a voluntary recall of their Cervalign® ACP System, for which we are a distributor, and is in the process of conducting an internal quality review of the system’s locking mechanism. In connection with the voluntary recall, we are asking our customers and distributors to return any inventory of the Cervalign® ACP System they have in their possession. We incurred a charge of approximately $2.2 million in the fourth quarter of 2020 as a result of our write-off of Cervalign® ACP System inventory. The design has been modified, manufacturing has produced quality replacements, and commercialization resumed in a controlled manner in September 2021.
Although we are not aware of any injuries caused by the defect in this product, there can be no assurance that we will not receive claims with respect to any such injuries in the future for which we may have liability and which could have a material adverse effect on our business, financial condition, results of operations and prospects. In general, the reporting of product defects or voluntary recalls to the FDA or analogous regulatory bodies outside the United States, including the Cervalign® ACP System recall, which was reported to the FDA on January 22, 2021, could result in manufacturing audits, inspections and broader recalls or other disruptions to our and/or our suppliers’ businesses. This and future recalls, whether voluntary or required, could result in significant costs to us and significant adverse publicity, which could harm our ability to market our products in the future.
In addition, since we rely on a small number of parties to manufacture our products, any interruption or cancellation in a limited or sole sourced component or raw material for such parties could materially harm their ability to
18


manufacture our products until a new source of supply, if any, could be found, which would have an adverse effect on our business, financial condition, and results of operations. Additionally, a change in parties who manufacture our products will require qualification of the new party to ensure they comply with our quality standards. Delays in qualifying a new party could have an adverse effect on our business, financial condition, results of operations and prospects.
Our success depends on the continued acceptance of our surgical implants and technologies by the medical community, and rapid technological changes could result in reduced demand for our implants and products.
New implants, technologies or enhancements to our existing implants may never achieve broad market acceptance, which can be affected by numerous factors, including lack of clinical acceptance of implants and technologies; introduction of competitive treatment options that render implants and technologies too expensive or obsolete; lack of availability of third-party reimbursement; and difficulty training surgeons in the use of implants and technologies.
Market acceptance will also depend on our ability to demonstrate that our existing and new implants and technologies are an attractive alternative to existing treatment options. Our ability to do so will depend on surgeons’ evaluations of the clinical safety, efficacy, ease of use, reliability and cost-effectiveness of these treatment options and technologies.
If we are unable to achieve the improvements in our implants necessary for their successful commercialization, the demand for our implants will suffer.
We face intense competition, which could result in reduced acceptance and demand for our implants and technologies.
The medical technology industry is intensely competitive. We compete with companies in the United States and internationally that engage in the development and production of medical technologies and processes including biotechnology, orthopedic, pharmaceutical, biomaterial and other companies; academic and scientific institutions; and public and private research organizations.
Many of our competitors have much greater financial, technical, research, marketing, distribution, service, and other resources than we do. Moreover, our competitors may offer a broader array of medical devices, surgical instruments and technologies and have greater name recognition in the marketplace. Our competitors also include several development-stage companies, that may develop or market technologies that are more effective or commercially attractive than our technologies, or that may render our technologies obsolete.
We or our competitors may be exposed to product or professional liability claims which could cause us to be liable for damages or cause investors to think we will be liable for similar claims in the future.
Our business of designing and marketing medical devices and surgical instruments exposes us to potential product liability risks that are inherent in such activities. In the ordinary course of business, we are the subject of product liability lawsuits alleging that component failures, manufacturing flaws, design defects or inadequate disclosure of product-related risks or product-related information resulted in an unsafe condition or injury to patients.
Our product and professional liability insurance may not be adequate for potential claims if we are not successful in our defenses. Moreover, insurance covering our business may not always be available in the future on commercially reasonable terms, if at all. If our insurance proves to be inadequate to pay a damage award, we may not have sufficient funds to do so, which would harm our financial condition and liquidity. In addition, successful product liability claims made against one of our competitors could cause claims to be made against us or expose us to a perception that we are vulnerable to similar claims. Claims against us, regardless of their merit or potential outcome, may also hurt our ability to obtain surgeon acceptance of our implants or to expand our business.
A disruption in our relationship with our former OEM Businesses could have a material adverse impact on our business, financial condition, and results of operations.
Our former OEM Businesses will continue to manufacture certain metal, synthetic and tissue-based implants and associated instrumentation and process certain sterilized allograft implants for us pursuant to distribution agreements with Ardi Bidco Ltd. and certain of its affiliates. During portions of the term of such distribution agreements, the OEM Businesses will also provide certain supply chain services (including warehousing and drop-shipment services) and design and development services to us. The distribution agreements have an initial term of five years with a possibility of renewal. Our former OEM Businesses in the past have experienced and continue to experience delays, as a result of employee
19


turnover or otherwise, which have and may in the future cause us to experience delays in receiving supplies under the distribution agreements. Any disruption in supply or a significant change in our relationship with the OEM Businesses could have a material adverse impact on our business, financial condition, and results of operations. While we believe that there are alternate sources of supply that can satisfy our commercial requirements, we cannot be certain that identifying and establishing relationships with such sources, if necessary, would not result in significant delay or material additional costs.
If we are not successful in expanding our distribution activities into international markets, we will not be able to pursue one of our strategies for increasing revenues.
Our international distribution strategies vary by market, as well as within each country in which we operate. Our international operations will be subject to a number of risks which may vary from the risks we face in the United States, including the need to obtain regulatory approvals in additional foreign countries before we can offer our implants and technologies for use; the potential burdens of complying with a variety of foreign laws; longer distribution-to-collection cycles, as well as difficulty in collecting accounts receivable; dependence on local distributors; limited protection of intellectual property rights; fluctuations in the values of foreign currencies; and political and economic instability.
Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.
We were recently involved in stockholder class action and derivative litigation, as well as intellectual property litigation, and may in the future become involved in other class actions, derivative actions, private actions, collective actions, investigations, and various other legal proceedings by stockholders, customers, employees, suppliers, competitors, government agencies, or others. The results of any such litigation, investigations, and other legal proceedings are inherently unpredictable and expensive. Although some of the costs and expenses of such claims may be covered by insurance, any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, results of operations and prospects.
We are dependent on our key management and technical personnel for continued success.
Our senior management team is concentrated in a small number of key members, and our future success depends to a meaningful extent on the services of our executive officers and other key team members, including members of our scientific staff. Generally, our executive officers and employees can terminate their employment relationship at any time. The loss of any directors or key employees or our inability to attract or retain other qualified personnel could materially harm our business, financial condition, results of operations and prospects.
Competition for qualified leadership and scientific personnel in our industry is intense, and we compete for leadership and scientific personnel with other companies that have greater financial and other resources than we do. Our future success will depend in large part on our ability to attract, retain and motivate highly qualified leadership and scientific personnel, and there can be no assurance that we are able to do so. Any difficulty in hiring or retaining needed personnel, or increased costs related thereto, could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are dependent on the services of our Chief Medical Officer, Kris Siemionow, for the Company’s growth strategy in digital health to further the Company’s growth strategy in digital surgery. The Company acquired Holo Surgical and equity interests in INN from entities directly or indirectly owned by Mr. Siemionow and/or Paul Lewicki, a director of the Company, pursuant to which we made covenants to Mr. Siemionow and Mr. Lewicki. For example, (i) we may be required to pay contingent consideration to Mr. Siemionow and Mr. Lewicki as a result of achievement of certain milestones under the Holo Surgical purchase agreement; (ii) we may be required to pay consideration to entities wholly owned by Mr. Siemionow and Mr. Lewicki in satisfaction of the contingent obligation to purchase additional equity interests in INN as a result of achievement of certain milestones under the INN purchase agreement; (iii) we are required to maintain a research and development team in Poland until October 23, 2023 subject to the terms and conditions as set forth in the Holo Surgical purchase agreement; and (iv) we cannot materially decrease the number of employees and independent
20


contractors providing services to INN and cannot otherwise materially reduce support for INN’s product development, approval, marketing and sales, as further described in the INN purchase agreement.
Any acquisitions, strategic investments, divestures, mergers, or joint ventures we make may require the issuance of a significant amount of equity or debt securities and may not be scientifically or commercially successful.
As part of our business strategy, we may make acquisitions to obtain additional businesses, product and/or process technologies, capabilities, and personnel. If we make one or more significant acquisitions in which the consideration includes securities, we may be required to issue a substantial amount of equity, debt, warrants, convertible instruments, or other similar securities. Such an issuance could dilute your investment in our Common Stock or increase our interest expense and other expenses. In addition, we may be required to amend our certificate of incorporation to increase our authorized capital stock in order to fully satisfy all such contingent consideration share payments, to the extent they become payable. Any such charter amendment would permit us to issue additional shares for future acquisitions or other purposes, which may lead to further dilution of your investment in our Common Stock.
Our long-term strategy may include identifying and acquiring, investing in, or merging with suitable candidates on acceptable terms, divesting of certain business lines or activities, or entering into joint ventures. In particular, over time we may acquire, make investments in, or merge with providers of product offerings that complement our business or may terminate such activities. Mergers, acquisitions, and divestitures include a number of risks and present financial, managerial, and operational challenges, including but not limited to:

Failure to derive the expected benefits of the acquisitions;
Difficulty and expense of integrating the operations, technology and personnel of an acquired business;
Our inability to retain the management, key personnel and other employees of an acquired business;
Our inability to maintain relationships with customers and key third parties, such as alliance partners;
Exposure to legal claims for activities of an acquired business prior to the acquisition;
The potential need to implement financial and other systems and add management resources;
The potential for internal control deficiencies in the internal controls of acquired operations;
Potential inexperience in a business area that is either new to us or more significant to us than prior to an acquisition;
The diversion of our management’s attention from our core business;
The potential impairment of goodwill and write-off of in-process research and development costs, adversely affecting our reported results of operations; and
Increased costs to integrate or, in the case of a divestiture or joint venture, separate the technology, personnel, customer base and business practices of the acquired or divested business or assets.

Any one of these risks could prevent an acquisition, strategic investment, divesture, merger or joint venture from being scientifically or commercially successful, which could have a material impact on our results of operations, and financial condition.
We may fail to realize the potential benefits of our Holo Surgical Acquisition and our acquisition of equity interests in INN, which could negatively affect our business, financial condition, results of operations and prospects.
We completed our acquisition of Holo Surgical in October 2020. Holo Surgical is in the process of developing an AI-based digital surgery platform designed to enable digital spine surgery. Additionally, we recently completed an acquisition of 42% of the equity interests in INN in December 2021. INN is in the process of developing proprietary AI technology for autonomously segmenting and identifying neural structures in medical images. As a result, the Holo Surgical and INN acquisitions provide us with an entry into the digital surgical products market, a business line in which we have not previously engaged, which may be challenging to integrate with our core product lines and more difficult to develop and manage than we anticipated.
We cannot provide assurance that these acquisitions will result in long-term benefits to us or our stockholders, or that we will be able to effectively integrate and manage the Holo Surgical and INN businesses. Our ability to successfully integrate, and realize the potential benefits of, our acquisition of Holo Surgical and INN is subject to a number of uncertainties and risks, including:

Holo Surgical and INN are pre-revenue, development stage companies with no commercial operations;
Holo Surgical’s and INN’s potential future profitability is dependent upon the successful development and successful commercial introduction and acceptance of their offerings, which may not occur in the timeframe we expect or at all;
21


Our ability to obtain the requisite regulatory approvals from the FDA, the European Commission or other foreign regulatory authorities for Holo Surgical’s and INN’s offerings for us to begin marketing or selling such offerings, or any material delays in receiving such regulatory approvals;
Complying with regulatory requirements applicable to the Holo Surgical and INN businesses and their offerings that we were not previously subject to;
Difficulties in educating the market on, and obtaining market acceptance of, the offerings of Holo and INN, which we believe involve new technology that has not been used previously by the market and must compete with more established treatments currently accepted as the standards of care;
Potential future challenges to, or third-party claims in respect of, our intellectual property rights underlying Holo Surgical and INN;
Difficulties assimilating and retaining key personnel of the Holo Surgical and INN businesses, including any personnel directly involved in the development of Holo Surgical and INN’s offerings;
Difficulties in combining or integrating Holo Surgical’s or INN’s business into the Company’s existing business, with such integration becoming more costly or time consuming than we originally anticipated;
Discovery of liabilities of Holo Surgical and INN that are broader in scope and magnitude or are more difficult to manage than originally anticipated or were not previously identified; and
Inability or failure to successfully integrate financial reporting and information technology systems.
If we are not able to successfully integrate, develop and manage Holo Surgical and INN and their operations, or if we experience delays or other challenges with executing our strategy for Holo Surgical and INN’s offerings or combining the businesses, the anticipated benefits of the acquisitions may not be realized fully or at all or may take longer to realize than expected and our business, financial condition, results of operations and prospects may be negatively impacted. In addition, the integration processes could result in higher-than-expected costs, diversion of management attention and disruption of either company’s ongoing businesses, any of which may adversely affect our business, financial condition, results of operations and prospects.
Risks Related to Government Regulation
We and certain of our suppliers may be subject to extensive government regulation that increases our costs and could limit our ability to market or sell our products.
The medical devices we market are subject to rigorous regulation by the U.S. Food and Drug Administration (“FDA”) and numerous other federal, state, and foreign governmental authorities. These authorities regulate the development, approval, classification, testing, manufacturing, labeling, marketing, and sale of medical devices. Likewise, our use and disclosure of certain categories of health information may be subject to federal and state laws, implemented and enforced by governmental authorities that protect health information privacy and security. See “Business – Government Regulation” herein for a summary of certain regulations to which we are subject. Further, we cannot predict whether, in the future, the U.S. or foreign governments may impose new regulations that have a material adverse effect on our business, financial condition, results of operations and prospects.
The approval or clearance by governmental authorities, including the FDA in the United States, is generally required before any medical devices may be marketed in the United States or other countries. The process of obtaining FDA clearance and approvals to develop and market a medical device can be costly, time-consuming, and subject to the risk that such clearances or approvals will not be granted on a timely basis, if at all.
In addition, we may be subject to compliance actions, penalties, or injunctions if we are determined to be promoting the use of our products for unapproved or off-label uses, or if the FDA challenges one or more of our determinations that a product modification did not require new approval or clearance by the FDA. Device manufacturers are permitted to promote products solely for the uses and indications set forth in the approved product labeling. A number of enforcement actions have been taken against manufacturers that promote products for “off-label” uses, including actions alleging that federal health care program reimbursement of products promoted for “off-label” uses are false and fraudulent claims to the government. The failure to comply with “off-label” promotion restrictions can result in significant administrative obligations and costs, and potential penalties from, and/or agreements with, the federal government.
We and certain of our suppliers also are subject to announced and unannounced inspections by the FDA and other international notified bodies to determine our compliance with FDA’s Quality System Regulations (21 CFR Part 820) (“QSRs”) and other regulations. If the FDA were to find that we or certain of our suppliers have failed to comply with applicable regulations, the agency could institute a wide variety of enforcement actions, ranging from a public warning letter to more severe sanctions such as: fines and civil penalties against us, our officers, our employees or our suppliers; unanticipated expenditures to address or defend such actions; delays in clearing or approving, or refusal to clear or approve, our products; withdrawal or suspension of approval of our products or those of our third-party suppliers by the FDA or
22


other regulatory bodies; product recall or seizure; interruption of production; operating restrictions; injunctions; and criminal prosecution. The FDA also has the authority to request repair, replacement, or refund of the cost of any medical device manufactured or distributed by us. Any of the foregoing actions could have a material adverse effect on our development of new laboratory tests or business strategy and on our business, financial condition, results of operations, and cash flows.
Moreover, governmental authorities outside the United States have become increasingly stringent in their regulation of medical devices, and our products may become subject to more rigorous regulation by non-U.S. governmental authorities in the future. U.S. or non-U.S. government regulations may be imposed in the future that may have a material adverse effect on our business, financial condition, and results of operations.
If we fail to obtain, or experience significant delays in obtaining, FDA clearances or approvals for our future products or modifications to our products, our ability to commercially distribute and market our products could suffer.
Our products are subject to extensive regulation by the FDA and numerous other federal, state, and foreign governmental authorities. In particular, the FDA permits commercial distribution of most new medical devices only after the devices have received clearance under Section 510(k) of the Federal Food, Drug and Cosmetic Act (“510(k)”) or are the subject of an approved premarket approval application (“PMA”). The process of obtaining FDA clearance and approvals to develop and market a medical device can be costly, time-consuming, and subject to the risk that such clearances or approvals will not be granted on a timely basis, if at all.
Most of our hardware and biologic products, as well as products under development by Holo and INN fall into an FDA classification that requires the submission of a 510(k) application. This process requires us to demonstrate that the device to be marketed is at least as safe and effective as a legally marketed device. We must submit information that supports our substantial equivalency claims, and before we can market the new device, we must receive an order from the FDA finding substantial equivalence and clearing the new device for commercial distribution in the United States.
The 510(k) process generally takes three to nine months, but can take significantly longer, especially if the FDA requires a clinical trial to support the 510(k) application. Currently, we do not know whether the FDA will require clinical data in support of any 510(k) applications that we intend to submit for other products in our pipeline. In addition, the FDA continues to re-examine its 510(k) clearance process for medical devices and published several draft guidance documents that could change that process. Any changes that make the process more restrictive could increase the time it takes for us to obtain clearances or could make the 510(k) process unavailable for certain of our products.
A PMA must be submitted to the FDA if the device cannot be cleared through the 510(k) process or is not exempt from premarket review by the FDA. A PMA must be supported by extensive data, including results of preclinical studies and clinical trials, manufacturing and control data and proposed labeling, to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device for its intended use. The PMA process is more costly and uncertain than the 510(k) clearance process, and generally takes between one and three years, if not longer. The FDA can delay, limit, or deny clearance or approval of a device for many reasons, including:

Our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our products are safe or effective for their intended uses;
The disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials or the interpretation of data from pre-clinical studies or clinical trials;
Serious and unexpected adverse device effects experienced by participants in our clinical trials;
The data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required;
Our inability to demonstrate that the clinical and other benefits of the device outweigh the risks; or the manufacturing process or facilities we use may not meet applicable requirements. Delays in obtaining regulatory clearances and approvals may:
Delay or prevent commercialization of products we develop;
Require us to perform costly tests or studies;
Diminish any competitive advantages that we might otherwise have obtained; and
Reduce our ability to collect revenue.
The FDA may require clinical data in support of any future 510(k) applications or PMAs that we intend to submit for products in our pipeline. We have limited experience in performing clinical trials that might be required for a 510(k) clearance or PMA approval. If any of our products require clinical trials, the commercialization of such products could be delayed which could have a material adverse effect on our business, financial condition, results of operations and prospects.
23


The safety of our products is not yet supported by long-term clinical data and may therefore prove to be less safe and effective than initially thought.
The ability to obtain a 510(k) clearance is generally based on the FDA’s agreement that a new product is substantially equivalent to certain already marketed products. Because most 510(k)-cleared products were not the subject of pre-market clinical trials, spine surgeons may be slow to adopt our 510(k)-cleared products, we may not have the comparative data that our competitors have or are generating, and we may be subject to greater regulatory and product liability risks. With the passage of the American Recovery and Reinvestment Act of 2009, funds have been appropriated for the U.S. Department of Health and Human Services’ Healthcare Research and Quality to conduct comparative effectiveness research to determine the effectiveness of different drugs, medical devices, and procedures in treating certain conditions and diseases. Some of our products or procedures performed with our products could become the subject of such research. It is unknown what effect, if any, this research may have on our business. Further, future research or experience may indicate that treatment with our products does not improve patient outcomes or improves patient outcomes less than we initially expected. Such results would reduce demand for our products, and this could cause us to withdraw our products from the market. Moreover, if future research or experience indicate that our products cause unexpected or serious complications or other unforeseen negative effects, we could be subject to significant legal liability, significant negative publicity, damage to our reputation and a dramatic reduction in sales of our products, all of which would have a material adverse effect on our business, financial condition, results of operations and prospects.
Our business is subject to complex and evolving U.S. and international laws and regulation regarding privacy and data protection. Many of these laws and regulations are subject to change and uncertain interpretation and could result in claims, changes to our business practices, penalties, increased cost of operations, or otherwise harm our business.
Regulatory authorities around the world have enacted laws and regulations or are considering a number of legislative and regulatory proposals, concerning data protection. The interpretation and application of consumer and data protection laws in the United States, European Union (the “EU”) and elsewhere are often uncertain and subject to change. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. Failure to comply with any of these laws and regulations could result in enforcement action against us, including fines, public censure, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, results of operations, and financial condition.
Recent legal developments in Europe have created compliance uncertainty regarding certain transfers of personal data from Europe to the United States. For example, the General Data Protection Regulation (EU 2016/679) (“GDPR”), which became effective in the European Union (the “EU”) on May 25, 2018, applies to our activities conducted from an establishment in the EU or related to products and services that we offer to EU customers. The GDPR created a range of new compliance obligations, which could cause us to change our business practices, and will significantly increase financial penalties for noncompliance. In addition, the European Commission in July 2016 and the Swiss Government in January 2017 approved the EU-U.S. and the Swiss-U.S. Privacy Shield frameworks, respectively, which are designed to allow U.S. companies that self-certify to the U.S. Department of Commerce and publicly commit to comply with the Privacy Shield requirements to freely import personal data from the EU and Switzerland. However, these frameworks face a number of legal challenges, and their validity remains subject to legal, regulatory and political developments in both the EU and the United States. For example, on July 16, 2020, the Court of Justice of the EU invalidated the EU-US Privacy Shield Framework. This has resulted in some uncertainty, and compliance obligations could cause us to incur costs or require us to change our business practices in a manner adverse to our business.
If third-party payers fail to provide appropriate levels of reimbursement for the use of our implants, our revenues could be adversely affected.
The impact of U.S. healthcare reform legislation on our business remains uncertain. In 2010, federal legislation to reform the U.S. healthcare system was enacted into law. The impact of this far-reaching legislation, including Medicare provisions purportedly aimed at improving quality and decreasing costs, comparative effectiveness research, an independent payment advisory board, and pilot programs to evaluate alternative payment methodologies, could meaningfully change the way healthcare is designed and delivered. It is possible that aspects of currently enacted legislation may change or be struck down by the courts. The extent of any such changes and the impact on our business is uncertain. We therefore cannot predict what other healthcare programs and regulations will be ultimately implemented at the federal or state level, or the effect of any future legislation, court rulings or regulation in the United States. Amendments to, or rescissions of, existing laws and regulations, or the implementation of new ones, could meaningfully change the way healthcare is designed and delivered. Any change that lowers reimbursement for an implant, our services,
24


or our other technologies, or that reduces medical procedure volumes, would likely adversely impact our business, financial condition, and results of operations.
We are subject to federal, state, and foreign laws and regulations, including fraud and abuse laws, as well as anti-bribery laws, and could face substantial penalties if we fail to fully comply with such regulations and laws.
Our relationship with foreign and domestic government entities and healthcare professionals, such as physicians, hospitals, and those to whom and through whom we may market our implants and technologies, are subject to scrutiny under various federal, state, and territorial laws in the United States and other jurisdictions in which we conduct business. These include, for example, anti-kickback laws, physician self-referral laws, false claims laws, criminal health care fraud laws, and anti-bribery laws (e.g., the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act of 2010). Violations of these laws are punishable by criminal and/or civil sanctions, including, in some instances, fines, imprisonment and, within the United States, exclusion from participation in government healthcare programs, including Medicare, Medicaid and Veterans Administration health programs. These laws are administered by, among others, the Department of Justice, the Office of Inspector General of the Department of Health and Human Services, state attorneys general, and their respective counterparts in the applicable foreign jurisdictions in which we conduct business. Many of these agencies have increased their enforcement activities with respect to medical device manufacturers in recent years.
We may be subject to suit under a state or federal whistleblower statute.
Those who engage in business with the federal government, directly or indirectly, may be sued under a federal whistleblower statute designed to combat fraud and abuse in the healthcare industry. These lawsuits, known as qui tam suits, are authorized under certain circumstances by the False Claims Act and can involve significant monetary damages and award bounties to private plaintiffs who successfully bring these suits. If any of these lawsuits were to be brought against us, such suits combined with increased operating costs and substantial uninsured liabilities could have a material adverse effect on our financial condition and results of operations.
The Affordable Care Act has sought to link the violations of the Anti-Kickback Statute with violations of the False Claims Act, making it arguably easier for the government or for whistleblowers, acting in the name of the government, to sue medical manufactures under the False Claims Act.
In addition to federal whistleblower laws, various states in which we operate also have separate whistleblower laws to which we may be subject.
Risks Related to Intellectual Property
If our patents and the other means we use to protect our intellectual property prove to be inadequate, our competitors and other parties could exploit our intellectual property or develop and commercialize products and technologies similar or identical to ours and our ability to successfully commercialize any products may be adversely affected.
Our success depends in large part on our ability to obtain and maintain patent and other intellectual property with respect to our products. The law of patents and trade secrets is constantly evolving and often involves complex legal and factual questions. The U.S. government or applicable bodies in other jurisdictions may deny or significantly reduce the coverage we seek for our patent applications before or after a patent is issued. We cannot be sure that any particular patent for which we apply will be issued, that the scope of the patent protection will be comprehensive enough to provide adequate protection from competing technologies, that interference, derivation, reexamination, post-grant review, inter parties review or other proceedings regarding any of our patent applications will not be filed, or that we will achieve any other competitive advantage from a patent. In addition, it is possible that one or more of our patents will be held invalid or reduced in scope of claims if challenged or that others will claim rights in or ownership of our patents and other proprietary rights. If any of these events occur, our competitors and other parties may be able to use our intellectual property to compete more effectively against us.
The patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output in time to obtain patent protection. Because patent applications remain secret until published (typically 18 months after first filing) and the publication of discoveries in the scientific or patent literature often lag behind actual discoveries, we cannot be certain that our patent application was the first application filed disclosing or potentially covering a particular invention. If another party’s rights to an invention are superior to ours, we may not be able to obtain a license to use that party’s
25


invention on commercially reasonable terms, if at all. In addition, our competitors, many of which have greater resources than us, could obtain patents that will prevent, limit, or interfere with our ability to make use of our inventions either in the United States or in international markets. Further, the laws of some foreign countries do not always protect our intellectual property rights to the same extent as the laws of the United States. Litigation or regulatory proceedings in the United States or foreign countries also may be necessary to defend and enforce our patent or other intellectual property rights or to determine the scope and validity of the proprietary rights of our competitors. These proceedings may prove unsuccessful and result in our patents being found invalid or unenforceable, in whole or in part, and may also be costly, result in development delays, and divert the attention of our management. Any of the foregoing could have a material adverse effect on our results of operations and financial position.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
We rely on unpatented proprietary techniques, processes, trade secrets and know-how, which can be difficult to protect. It is possible that others will independently develop technology similar to our technology or otherwise gain access to or disclose our proprietary technologies. We may not be able to meaningfully protect our rights in these proprietary technologies, which would reduce our ability to compete.
We seek to protect these trade secrets and other proprietary technology, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, collaborators, service providers, contract manufacturers, consultants, advisors, and other third parties. We also enter into confidentiality and invention or patent assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and processes. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us. Any of the foregoing could have a material adverse effect on our results of operations and financial position.
Our success depends in part on our ability to operate without infringing on, misappropriating, or otherwise violating the intellectual property and proprietary rights of others, and if we are unable to do so we may be liable for damages.
We cannot be certain that U.S. or foreign patents or patent applications of other companies do not exist or will not be issued that would prevent us from commercializing our medical devices, surgical instruments, and other technologies. Third parties have sued us, and in the future may sue us, for infringing, misappropriating or otherwise violating their patent or other intellectual property rights, regardless of the merit of such claims. Intellectual property litigation is costly. Even if we believe third-party intellectual property claims are without merit, there is no assurance that a court would find in our favor on questions of infringement, validity, enforceability, or priority. If we do not prevail in litigation, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent or other intellectual property right. We could also be required to cease the infringing activity or obtain a license requiring us to make royalty and other payments. It is possible that a required license may not be available to us on commercially acceptable terms, if at all. In addition, a required license may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us, and it could require us to make substantial licensing, royalty, and other payments. If we fail to obtain a required license or are unable to design around another company’s patent, we may be unable to make use of some of the affected technologies or distribute the affected surgical implants, which would reduce our revenues.
The defense costs and settlements for patent infringement lawsuits are not covered by insurance. Patent infringement lawsuits can take years to settle. Even if resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our management and other personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. If we are not successful in our defenses or are not successful in obtaining dismissals of any such lawsuit, we could be required to pay substantial legal fees or settlement costs. Any of the foregoing could have a material adverse effect on our results of operations and financial position.
26


We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
Many of our employees, consultants, and advisors are currently or were previously employed at universities or other biotechnology companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants, and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.
In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Any of the foregoing could have a material adverse effect on our results of operations and financial position.
Risks Related to Our Common Stock
We received a written notice from Nasdaq that we have failed to comply with certain listing requirements of the Nasdaq Stock Market, which could result in our Common Stock being delisted from the Nasdaq Stock Market.
On December 23, 2021, we received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for our Common Stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until June 21, 2022, to regain compliance with the Minimum Bid Price Requirement. If at any time before June 21, 2022, the bid price of our Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. If the Company does not regain compliance with the Minimum Bid Price Requirement by June 21, 2022, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the compliance period (or the second compliance period, if applicable), our Common Stock will become subject to delisting.
We intend to monitor the closing bid price of our Common Stock and will likely be required to seek approval from our stockholders to affect a reverse stock split of the issued and outstanding shares of our Common Stock. However, there can be no assurance that the reverse stock split would be approved by our stockholders. Further, there can be no assurance that the market price per new share of our Common Stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our Common Stock outstanding before the reverse stock split. Even if the reverse stock split is approved by our stockholders, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.
If we are delisted from Nasdaq, our Common Stock may be eligible for trading on an over-the-counter market. If we are not able to obtain a listing on another stock exchange or quotation service for our Common Stock, it may be extremely difficult or impossible for stockholders to sell their shares of Common Stock. Moreover, if we are delisted from Nasdaq, but obtain a substitute listing for our Common Stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of Common Stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our Common Stock is delisted from Nasdaq, the value and liquidity of our Common Stock, Warrants and Pre-Funded Warrants would likely be significantly adversely
27


affected. A delisting of our Common Stock from Nasdaq could also adversely affect our ability to obtain financing for our operations and/or result in a loss of confidence by investors, employees and/or business partners.

If we implement a reverse stock split, liquidity of our Common Stock, Warrants, Pre-Funded Warrants and
Underwriter Warrants may be adversely affected.
We will likely be required to seek approval from our stockholders to affect a reverse stock split of the issued and outstanding shares of our Common Stock in order to regain compliance with the Nasdaq Minimum Bid Requirement. However, there can be no assurance that the reverse stock split would be approved by our stockholders. Further, there can be no assurance that the market price per new share of our Common Stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our Common Stock outstanding before the reverse stock split. The liquidity of the shares of our Common Stock, Warrants, Pre-Funded Warrants and Underwriter Warrants may be affected adversely by any reverse stock split given the reduced number of shares of our Common Stock that will be outstanding following the reverse stock split, especially if the market price of our Common Stock does not increase as a result of the reverse stock split.
Following any reverse stock split, the resulting market price of our Common Stock may not attract new investors and may not satisfy the investing requirements of those investors. Although we believe that a higher market price of our Common Stock may help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors, including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.
Our stock price has been, and could continue to be, volatile.
There has been significant volatility in the market price and trading volume of equity securities, which may be unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations could negatively affect the market price of our stock. The market price and volume of our common stock could fluctuate, and in the past has fluctuated, more than the stock market in general. During the 12 months ended January 31, 2022, the market price of our common stock has ranged from a high of $3.27 per share to a low of $0.62 per share. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our stock.
The future issuance or sale of shares of our common stock, or the perception that such issuances or sales could occur, may negatively impact our stock price and you may experience significant dilution, as a result of future issuances of our securities.
The sale or availability for sale of substantial amounts of our common stock, or the perception that such sales could occur, could adversely impact its price. Our amended and restated articles of incorporation authorize us to issue 300,000,000 shares of our common stock. As of December 31, 2021, there were 146,640,069 shares of our common stock outstanding. Accordingly, a substantial number of shares of our common stock are outstanding and available for sale in the market. In addition, we may be obligated to issue additional shares of our common stock upon the exercise of outstanding options, in connection with employee benefit plans (including any equity incentive plans) and in connection with contingent payments under acquisition agreements to which we are a party.
In the future, we may decide to raise capital through offerings of our common stock, additional securities convertible into or exchangeable for common stock, or rights to acquire these securities or our common stock. The issuance of additional shares of our common stock or additional securities convertible into or exchangeable for our common stock could result in dilution of existing stockholders’ equity interests in us. Issuances of substantial amounts of our common stock, or the perception that such issuances could occur, may adversely affect prevailing market prices for our common stock, and we cannot predict the effect this dilution may have on the price of our common stock.
Certain provisions in our charter and bylaws and under Delaware law, and the terms of certain milestone obligations to which we are subject, may inhibit potential acquisition bids for our company and prevent changes in our management, which may adversely affect the price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could discourage, delay, or prevent a change of control of our company or changes in management that our stockholders might deem advantageous, including transactions in which stockholders might otherwise receive a premium for their shares. As a result of these provisions, the price investors may be willing to pay for shares of our common stock may be limited. Moreover, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our
28


current management by making it more difficult for stockholders to replace members of our board of directors. Because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. These provisions include the ability of our Board to issue and set the terms of preferred stock, an absence of cumulative voting rights, advance notice procedures and the ability of our Board to amend our amended and restated bylaws without obtaining stockholder approval.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Further, pursuant to the Master Transaction Agreement, dated as of November 1, 2018, pursuant to which we acquired Paradigm, we will be obligated to pay some or all of the milestone payments thereunder that remain unpaid — whether or not we have achieved the milestones — upon a change in control of our company prior to December 31, 2022. In addition, under the Holo Surgical Purchase Agreement, any surviving entity or acquiror in a change of control transaction involving our company will be required to assume any outstanding milestone obligations thereunder. These milestone payments and obligations could likewise discourage or disincentivize a change of control of our company that our stockholders might deem advantageous.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
Item 2.    PROPERTIES.
The Company leases property in the following domestic and international locations which we believe provide sufficient space and facilities to meet our current and foreseeable future needs.
United States
The Company is headquartered in Deerfield, Illinois, in a leased space of 7,058 square feet for general and administrative functions.

In San Diego, California we lease two locations totaling 18,256 square feet for our innovation and design functions and other corporate functions.
International
Germany
In Wurmlingen, Germany we lease 13,000 square feet for marketing, distribution, product development and general and administrative functions.

Poland
In Warsaw, Poland we lease 2,000 square feet for research and development, product development and general and administrative functions. In Poznan, Poland we lease 300 square feet for product development, test, research, and development functions.

Item 3.    LEGAL PROCEEDINGS.
The Company is, from time to time, involved in litigation relating to claims arising out of its operations in the ordinary course of business. The Company believes that none of the claims that were outstanding as of December 31, 2021, will have a material adverse impact on its financial position or results of operations. Please see Note 24, Legal Actions and Note 25, Regulatory Actions, to the consolidated financial statements contained in Part II, Item 8 of this Form 10-K for additional information regarding certain legal proceedings.
SEC and Related Audit Committee Investigation
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2020, the Audit Committee of the Board, with the assistance of independent legal and forensic accounting advisors, conducted an internal investigation of matters relating to the Company’s revenue recognition practices for certain contractual
29


arrangements, primarily with OEM customers, including the accounting treatment, financial reporting and internal controls related to such arrangements (the “Investigation”). The Investigation also examined transactions to understand the practices related to manual journal entries for accrual and reserve accounts. The Investigation was precipitated by an investigation by the SEC initially related to the periods 2014 through 2016 (the “SEC Investigation”). The SEC Investigation is ongoing, and the Company is cooperating with the SEC. We are in discussions with the Staff regarding a potential settlement of the SEC Investigation.
The Audit Committee completed its Investigation in the second quarter of 2020. On April 7, 2020, the Audit Committee of the Board concluded that the Company would restate its previously issued audited financial statements for fiscal years 2018, 2017 and 2016, selected financial data for fiscal years 2015 and 2014, the unaudited financial statements for the quarterly periods within these years commencing with the first quarter of 2016, as well as the unaudited financial statements for the quarterly periods within the 2019 fiscal year. The Company filed the restated financial statements on June 8, 2020.
Based on the results of the Investigation, the Company concluded that revenue for certain invoices should have been recognized at a later date than when originally recognized. In response to binding purchase orders from certain customers of the formerly owned OEM Businesses, goods were shipped and received by the customers before requested delivery dates and agreed-upon delivery windows. In many instances the OEM customers requested or approved the early shipments, but the Company determined that on other occasions the goods were delivered early without obtaining the customers’ affirmative approval. Some of those unapproved shipments were shipped by employees in order to generate additional revenue and resulted in shipments being pulled from a future quarter into an earlier quarter. In addition, the Company concluded that in July 2017 an adjustment was improperly made to a product return provision in the former Direct Division. The revenue for those shipments was restated, as well as for other orders that shipped earlier than the purchase order due date in the system for which the Company could not locate evidence that the OEM customers had requested or approved the shipments. In addition, the Company concluded that in the periods from 2015 through the fourth quarter of 2018, certain adjustments were incorrectly or erroneously made via manual journal entries to accrual/reserve accounts, including a July 2017 adjustment to a product return provision in the Direct Division, among others. Accordingly, the Company restated its financial statements to correct these adjustments.
The Company’s Investigation resulted in stockholder litigation. A class action complaint was filed by Patricia Lowry, a purported shareholder of the Company, against the Company, and certain current and former officers of the Company, in the United States District Court for the Northern District of Illinois on March 23, 2020, asserting claims under Sections 10(b) and 20(a) the Securities Exchange Act of 1934 (the “Exchange Act”) and demanding a jury trial (“Lowry Action”). The court appointed a different shareholder as Lead Plaintiff, and she filed an amended complaint on August 31, 2020. On October 15, 2020, the Company and the other-named defendants moved to dismiss the amended complaint and those motions are now ripe for review.
Three derivative lawsuits were also filed on behalf of the Company, naming it as a nominal defendant, and demanding a jury trial. On June 5, 2020, David Summers filed a shareholder derivative lawsuit (“Summers Action”) against certain current and former directors and officers of the Company (as well as the Company as a nominal defendant), in the United States District Court for the Northern District of Illinois (the "Court") asserting statutory claims under Sections 10(b), 14(a) and 20(a) of the Exchange Act, as well as common law claims for breach of fiduciary duty, unjust enrichment and corporate waste. Thereafter, two similar shareholder derivative lawsuits asserting many of the same claims were filed in the same court against the same current and former directors and officers of the Company (as well as the Company as a nominal defendant). The three derivative lawsuits were consolidated into the first-filed Summers Action, and on September 6, 2020, the Court entered an order staying the Summers Action pending resolution of the motions to dismiss in the Lowry Action.
In June 2021, the parties to the Lowry Action conducted a mediation session, after which negotiations among the parties continued into July. On July 27, 2021, a binding term sheet settling the Lowry Action was entered into whereby the defendants agreed to pay $10.5 million (inclusive of attorneys’ fees and administrative costs) in exchange for the dismissal with prejudice of all claims against the defendants in connection with the Lowry Action. In September 2021, the Court separately granted preliminary approval of the proposed settlements (the “Settlements”) of the Lowry Action and the Summers Action. On January 24, 2022, the Court granted final approval of the settlement of the Summers Action. On January 26, 2022, the Court granted final approval of the settlement of the Lowry Action. As part of the Settlements, the Court awarded attorney’s fees and expenses to plaintiffs’ counsel in the Summers Action, which was paid by the Company’s insurers. These matters are now fully resolved.
30


In the future, we may become subject to additional litigation or governmental proceedings or investigations that could result in additional unanticipated legal costs regardless of the outcome of the litigation. If we are not successful in any such litigation, we may be required to pay substantial damages or settlement costs. Based on the current information available to the Company, the impact that current or any future stockholder litigation may have on the Company cannot be reasonably estimated.
Item 4.    MINE SAFETY DISCLOSURES.
Not applicable.
31


PART II
Item 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Holders
Our common stock is quoted on the Nasdaq Stock Market under the symbol “SRGA.”
As of March 11, 2022, we had 306 stockholders of record of our common stock. We believe that the number of beneficial owners is substantially greater than the number of record holders because a large portion of our common stock is held of record through brokerage firms in “street name.” The closing sale price of our common stock on March 11, 2022, was $0.32 per share.
The following table presents information with respect to our repurchases of our common stock during the year ended December 31, 2021.
PeriodTotal
Number
of Shares
Purchased(1)
Average
Price
Paid
per
Share
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under
the Plans or
Programs
January 1, 2021 to January 31, 20217,294 $2.19 — — 
February 1, 2021 to February 28, 202139,589 $2.51 — — 
March 1, 2021 to March 31, 2021— $— — — 
April 1, 2021 to April 30, 20219,796 $2.05 — — 
May 1, 2021 to May 31, 2021— $— — — 
June 1, 2021 to June 30, 2021717 $1.39 — — 
July 1, 2021 to July 31, 20216,528 $1.27 — — 
August 1, 2021 to August 31, 2021923 $1.09 — — 
September 1, 2021 to September 30, 202111,143 $1.43 — — 
October 1, 2021 to October 31, 202123,763 $1.03 — — 
November 1, 2021 to November 30, 2021788 $1.11 — — 
December 1, 2021 to December 31, 20218,477 $0.72 — — 
Total109,018 $1.91 — — 
(1) The purchases reflect amounts that are attributable to shares surrendered to us by employees to satisfy, in connection with the vesting of restricted stock awards, their tax with holdings obligations.
Stock Performance Graph
The SEC requires us to present a chart comparing the cumulative total stockholder return on our common stock with the cumulative total stockholder return of: (1) a broad equity market index; and (2) a published industry or line-of-business index. We selected the Standard & Poor’s 500 Health Care Equipment Index based on our good faith determination that this index fairly represents the companies which compete in the same industry or line-of-business as we do. The chart below compares our common stock with the Nasdaq Composite Index and the Standard & Poor’s 500 Health Care Equipment Index and assumes an investment of $100.00 on December 31, 2016, in each of the common stock, the
32


stocks comprising the Nasdaq Composite Index and the stocks comprising the Standard & Poor’s 500 Health Care Equipment Index.
srga-20211231_g1.jpg

Total Return Analysis20172018201920202021
Surgalign Holdings, Inc.$126.15 $113.85 $84.31 $67.38 $22.04 
NASDAQ Composite$129.64 $125.96 $172.18 $249.51 $304.85 
S&P 500 Health Care Equipment Index$130.90 $152.15 $196.77 $231.46 $276.26 
Item 6.    SELECTED FINANCIAL DATA.
Not applicable.
33


Item 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion of our financial condition and results of operations together with those financial statements and the notes to those statements included elsewhere in this filing. This discussion contains forward-looking statements based on our current expectations, assumptions, estimates and projections about us and our industry. Our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
Management Overview:
We are a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery. We have a broad portfolio of spinal hardware implants, including solutions for fusion procedures in the lumbar, thoracic, and cervical spine, motion preservation solutions for the lumbar spine, and a minimally invasive surgical implant system for fusion of the sacroiliac joint. We also have a biomaterials portfolio of advanced and traditional orthobiologics. In addition to our spinal hardware and biomaterials portfolios, on January 14, 2022, we received FDA 510(k) clearance for HOLO Portal™, a surgical guidance system utilizing AR and AI to intraoperatively assist spine surgery. HOLO Portal™ technology combines image-based guidance with AR, automated spine segmentation, and automated surgical planning utilizing proprietary AI software. Intraoperative 3D digital imaging is autonomously processed by the system to create a patient-specific plan that is presented to the surgeon using an AR display. We are developing additional applications utilizing HOLO™ AI technology for use in multiple clinical specialties across the continuum of patient care. We believe HOLO™ AI, our portfolio of neural network technologies, is one of the most advanced artificial intelligence technologies being applied to surgery.
Patented HOLO Portal™ software includes several convolutional neural networks to segment and group patient anatomy based on intraoperative CT scans. This results in a patient-specific 3D model that is automatically labeled with anatomic structures for use during surgery.
HOLO Portal™ software suggests screw trajectories and measures pedicle sizes from the patient-specific 3D model. The system then suggests the appropriate screw size based on a surgeon-defined pedicle fill ratio. The resulting surgical plan is designed to maximize construct stability and eliminate time spent manually planning trajectories and measuring screw sizes.
Once the segmentation and screw plan is generated, HOLO Portal™ software displays the surgical plan intraoperatively through the interactive AR display and provides a 3D guidance overlay on the patient’s anatomy. 3D trajectory and targeting are superimposed on surgical instruments in real time within the surgical field. This innovative design may reduce the surgeon’s cognitive load by providing intuitive guidance that allows the surgeon to keep focus on the surgical field. We believe that HOLO Portal™ technology may help surgeons achieve better surgical outcomes, reduce complications, and improve patient satisfaction.
Our hardware product portfolio of spinal implants and biomaterials products address an estimated $13.6 billion global spine market. We estimate that our current portfolio addresses nearly 87% of all surgeries utilizing spinal hardware implants and approximately 70% of the biomaterials used in spine-related uses. Our portfolio of spinal hardware implants consists of a broad line of solutions for spinal fusion in minimally invasive surgery (“MIS”), deformity, and degenerative procedures; motion preservation solutions indicated for use in one or two-level disease; and an implant system designed to relieve sacroiliac joint pain. Our biomaterials products consist of a broad range of advanced and traditional bone graft substitutes that are designed to improve bone fusion rates following spinal surgery.
We offer a portfolio of products for thoracolumbar procedures, including: the Streamline® TL Spinal Fixation system, for degenerative and complex spine procedures; and the Streamline® MIS Spinal Fixation System, a broad range of implants and instruments used via a percutaneous or mini-open approach. We offer a complementary line of interbody fusion devices, Fortilink®-TS, Fortilink®-L, and Fortilink®-A, in our TETRAfuse® 3D technology, which is 3D printed with nano-rough features that have been shown to allow more bone cells to attach to more of the implant, increasing the potential for fusion. We offer a portfolio of products for cervical procedures, including: the CervAlign® ACP System, a comprehensive anterior cervical plate system; the Fortilink®-C IBF System, a cervical interbody fusion device that utilizes TETRAfuse® 3D technology; and the Streamline® OCT System, a broad range of implants used in the occipito-cervico-thoracic posterior spine. Our motion preservation systems are designed to enable restoration of segmental stability, while preserving motion. These systems include: Coflex® Interlaminar Stabilization device, the only FDA PMA-approved
34


implant for the treatment of moderate to severe lumbar spinal stenosis in conjunction with decompression; and HPS® 2.0 Universal Fixation System, a pedicle screw system used for posterior stabilization of the thoracolumbar spine that includes a unique dynamic coupler, shown to preserve motion and reduce the mechanical burden on adjacent segments. Our implant system for fusion of the sacroiliac joint, SImmetry® SI Joint Fusion System, is a minimally invasive surgical implant system that has been clinically demonstrated to produce high rates of sacroiliac joint fusion and statistically significant decreases in opioid use, pain, and disability.
Through a series of distribution agreements, our product portfolio of biomaterials consists of a variety of bone graft substitutes including cellular allografts, demineralized bone matrices (“DBMs”) and synthetic bone growth substitutes that have a balance of osteoinductive and osteoconductive properties to enhance bone fusion rates following spinal surgery. We market ViBone® and ViBone® Moldable, two next-generation viable cellular allograft bone matrix products intended to provide surgeons with improved results for bone repair. ViBone® and ViBone® Moldable are processed using a proprietary method optimized to protect and preserve the health of native bone cells to potentially enhance new bone formation and are designed to perform and handle in a manner similar to an autograft. ViBone® and ViBone® Moldable contain cancellous bone particles as well as demineralized cortical bone particles and fibers, delivering osteoinductive, osteoconductive, and osteogenic properties. Our DBM product offering includes BioSet®, BioReady®, and BioAdapt®, a DBM portfolio consisting of putty, putty with chips, strips, and boat configurations for various surgical applications while providing osteoinductive properties to aid in bone fusion. Our synthetic bone growth substitutes include nanOss® and nanOss® 3D Plus, a family of products that provide osteoconductive nano-structured hydroxyapatite (“HA”) and an engineered extracellular matrix bioscaffold collagen carrier that mimics a natural bone growth solution.
We have aligned our core business principles with a focused business strategy of digital health that we believe will advance and scale our business with the ultimate goal of delivering on our promise to provide better patient outcomes. To support this effort, we have assembled a digital health experienced executive leadership team to execute against our growth strategy, which includes leveraging our digital surgery platform to improve patient outcomes and drive adoption of our spinal hardware implants and biomaterials products, developing and commercializing an increased cadence of innovative spinal hardware implants and biomaterials products, validating our innovative products with clinical evidence, growing our international business, and strategically pursuing acquisition, license, and distribution opportunities.
We currently market and sell our products to hospitals, ambulatory surgery centers, and healthcare providers in the United States and in more than 50 countries worldwide. Our U.S. sales organization consists of area sales directors and regional product specialists who oversee a network of independent spine and orthobiologics distributors who receive commissions for sales that they generate. Our international sales organization is composed of a sales management team that oversees a network of direct sales representatives, independent spine and orthobiologics distributors, and stocking distributors.
Acquisitions
See Note 7 - Business Combinations and Acquisitions
COVID-19
As discussed in more detail above in Part I, Item 1, “Business” of this Form 10-K, the coronavirus ("COVID-19") pandemic has adversely affected our business. The consequences of the outbreak and impact on the economy continue to evolve and the full extent of the impact is uncertain as of the date of this filing. The outbreak has already had, and continues to have, a material adverse effect on our business, operating results and financial condition and has significantly disrupted our operations.
Supplier Quality Issues
The Company has experienced various quality issues in its global supply chain, during the course of 2021. These quality issues include product delays, quality holds, and recalls. Given the Company’s focus on patient safety, this has resulted in the Company devoting significant time and resources to address these issues and prevent similar ones from occurring in the future. While the Company believes that these quality issues have been addressed there is the potential for such issues to arise in the future. These quality issues have adversely affected the Company’s results of operations for the year(s) ended December 31, 2021.
35


Critical Accounting Policies
The preparation of our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) often requires us to make estimates and judgments that affect reported amounts. These estimates and judgments are based on historical experience and assumptions that we believe to be reasonable under the circumstances. Assumptions and judgments based on historical experience may provide reported results which differ from actual results; however, these assumptions and judgments historically have not varied significantly from actual experience and we therefore do not expect them to vary significantly in the future.
Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. Our estimates or judgments as of March 15, 2022 may change as new events occur and additional information is obtained. Accordingly, actual results could differ materially from our estimates or judgements made under different assumptions or conditions.
The accounting policies which we believe are “critical,” or require the most use of estimates and judgment, relate to the following items presented in our financial statements: (1) Excess and Obsolete Inventory Valuation; (2) Accounts Receivable Allowances; (3) Long-Lived Assets; (4) Revenue Recognition; (5) Warrant Valuation; (6) Income Taxes; (7) Contingent Consideration Valuation and (8) Non-controlling interest.
Excess and Obsolete Inventory Valuation. Our calculation of the amount of inventory that is excess, obsolete, or will expire prior to sale has two components: 1) a consumption based component that compares historical sales to inventory quantities on hand; and 2) for expiring inventory we assesses the risk related to inventory that is near expiration by analyzing historical expiration trends to project inventory that will expire prior to being sold. Our demand-based consumption model assumes that inventory will be sold on a first-in-first-out basis. Our metal inventory does not expire and can be re-sterilized and sold; however, we assess quantities on hand, historical sales, projected sales, projected consumption, the number of forecasted years, safety stock and those products we have determined to sunset when calculating the estimate.
Accounts Receivable Allowances. We maintain the allowance for estimated losses resulting from the inability of our customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of our ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Write-off activity and recoveries for the years were not material.
Long-Lived Assets. We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the net undiscounted cash flows expected to be generated by the asset group. An impairment loss would be recorded for the excess of net carrying value over the fair value of the asset impaired. The fair value is estimated based on expected discounted future cash flows or other methods such as orderly liquidation value. The results of impairment tests are subject to management’s estimates and assumptions of projected cash flows and operating results. Changes in assumptions or market conditions could result in a change in estimated future cash flows and the likelihood of materially different reported results. Because our forecasted cash flow is negative, long-lived assets, including property and equipment and intangible assets subject to amortization were impaired and written down to their estimated fair values in 2021 and 2020.
Revenue Recognition. The Company recognizes revenue upon transfer of control of promised products in an amount that reflects the consideration it expects to receive in exchange for those products. The Company typically transfers control at a point in time upon shipment or delivery of the implants for direct sales, or upon implantation for sales of consigned inventory. The customer is able to direct the use of, and obtain substantially all of the benefits from, the implant at the time the implant is shipped, delivered, or implanted, respectively based on the terms of the contract.
The Company’s performance obligations consist mainly of transferring control of implants identified in the contracts. The Company’s transaction price is generally fixed. Any discounts or rebates are estimated at the inception of the contract and recognized as a reduction of the revenue. Some of the Company’s contracts offer assurance-type warranties in connection with the sale of a product to a customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation and are not material to the consolidated financial statements.
Warrant Valuation. The Company accounts for its warrants in accordance with ASC 815-40, “Derivatives and Hedging—Contracts in Entity’s Own Equity” (“ASC 815”), under which the warrants did not meet the criteria for equity
36


classification and thus were recorded as liabilities. Since the warrants met the definition of a derivative in accordance with ASC 815, these warrants were measured at fair value at inception and will be remeasured at each reporting date in accordance with ASC 820, “Fair Value Measurement,” with changes in fair value recognized in earnings in the period of change. The Company determined the fair value of its warrants based on the Black Scholes Option Pricing Model.
Income Taxes. We use the asset and liability method of accounting for income taxes. Deferred income taxes are recorded to reflect the tax consequences on future years for differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized.
Contingent Consideration Valuation. We account for the contingent consideration related to the Holo Acquisition as a liability in accordance with the guidance of ASC 480, Distinguishing Liabilities from Equity, because the contingent consideration represents a conditional obligation that has a fixed monetary value known at inception and we may settle by issuing a variable number of our equity shares. The liability is recorded at its fair value at inception and shall be marked to market subsequently at the end of each reporting period, with any change recognized in the current earnings.
Noncontrolling Interest. The Company's consolidated noncontrolling interest is comprised of INN. The Company evaluated whether noncontrolling interest is subject to redemption features outside of the Company's control. We classified noncontrolling interest that is currently redeemable for cash or probable of being redeemable for cash in the future in the mezzanine section of the consolidated balance sheet. Currently, the noncontrolling interest is not redeemable. It is only redeemable upon the occurrence of FDA approval and therefore will not be remeasured at each reporting period until approval is obtained.
Accounting Standard Update Considerations
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The guidance provides simplifications of the accounting for convertible instruments and reduces the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. The guidance is effective for public business entities for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 and it did not have an impact on the consolidated financial statements.
Off Balance-Sheet Arrangements
As of December 31, 2021, we had no off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
37


Results of Operations
The following tables set forth, in both dollars and as a percentage of revenues, the results of our operations for the years indicated:
Year Ended December 31,
202120202019
(Dollars in thousands)
Statement of Operations Data:
Revenues$90,500 100.0 %$101,749 100.0 %$117,423 100.0 %
Costs of goods sold29,775 32.9 44,002 43.2 32,777 27.9 
Gross profit60,725 67.1 57,747 56.8 84,646 72.1 
      
Operating Expenses:      
General and administrative104,668 115.7 124,424 122.3 135,396 115.3 
Research and development13,888 15.3 11,947 11.7 16,836 14.3 
Loss (Gain) on acquisition contingency(4,587)(5.1)4,753 4.7 (76,033)(64.8)
Asset acquisition expenses72,087 79.7 94,999 93.4 — — 
Asset impairment and abandonments12,195 13.5 14,773 14.5 97,341 82.9 
Goodwill impairment— — — — 140,003 119.2 
Transaction and integration expenses3,689 4.1 4,872 4.8 13,999 11.9 
Total operating expenses201,940 223.1 255,768 251.4 327,542 278.8 
Other operating income, net(3,932)(4.3)— — — — 
Operating loss(137,283)(151.7)(198,021)(194.6)(242,896)(206.7)
      
Other (income) expense - net:    
Other (income) expense - net(202)(0.2)(61)0.1 (161)0.1 
Foreign exchange loss (gain)1,447 1.6 (279)0.3 122 (0.1)
Change in fair value of warrant liability (14,736)(16.3)— — — — 
Total other (income) expense - net (13,491)(14.9)(340)0.4 (39)— 
Loss before income tax (benefit) provision(123,792)(136.8)(197,681)(194.3)(242,857)(206.8)
Income tax (benefit) provision(886)(1.0)(3,486)3.4 5,921 (5.0)
Net loss from continuing operations(122,906)(135.8)(194,195)(190.9)(248,778)(211.9)
Discontinued operations
Income from operations of discontinued operations(6,316)(7.0)179,934 176.8 48,452 41.3 
Income tax provision (benefit) provision(2,674)(3.0)19,522 (19.2)11,316 (9.6)
Net income from discontinued operations(3,642)(4.0)160,412 157.6 37,136 31.7 
Net loss(126,548)(139.8)(33,783)(33.3)(211,642)(180.2)
Net income attributable to noncontrolling interests41,897 46.3 — — — — 
Net (loss) income applicable to Surgalign Holdings, Inc.$(84,651)(93.5)$(33,783)(33.3)$(211,642)(180.2)
38


For the Year Ended December 31,Percent Change
2021202020192021/20202020/2019
Revenues:
Domestic$77,927 $85,612 $97,703 (9.0)%(12.4)%
International12,573 16,137 19,720 (22.1)%(18.2)%
Total revenues$90,500 $101,749 $117,423 (11.1)%(13.3)%
2021 Compared to 2020
Revenues. Our total revenues decreased $11.2 million, or 11.1%, to $90.5 million for the year ended December 31, 2021, compared to $101.7 million for the year ended December 31, 2020 due to continued decreased demand during the year as a result of the reduction in elective surgical procedures, the fact that the Cervalign® plate was not on the market for the majority of the year and continued headwind with CoFlex reimbursement.
Costs of Goods Sold. Costs of goods sold decreased $14.2 million, or 32.3%, to $29.8 million for the year ended December 31, 2021, from $44.0 million for the year ended December 31, 2020. The decline in cost of goods sold is driven by a decline in sales (as discussed above) and product mix changes within the hardware business. The decline was offset by a $3.0 million charge due to our inability to realize a supplier prepaid royalty, and continued refinement of our excess and obsolete reserve through product rationalization.
General and Administrative Expenses. General and administrative expenses decreased $19.8 million, or 15.9%, to $104.7 million for the year ended December 31, 2021, compared to $124.4 million for the year ended December 31, 2020. The decrease in general and administrative costs is driven by reduction in spending through the simplification of the distribution and administrative infrastructure, and reduction in spending.
Research and Development Expenses. Research and development expenses increased $1.9 million, or 16.2%, to $13.9 million for the year ended December 31, 2021, compared to $11.9 million for the year ended December 31, 2020. The increase is the result of continued spend on new hardware product development along with continued R&D in the development of our digital health products, including FDA submissions and approvals.
Loss (Gain) on Acquisition Contingency. Gain on acquisition contingency of $4.6 million for the year ended December 31, 2021, represented the change in our estimate of obligation for future milestone payments for the Holo Surgical Acquisition. The change from period to period is a result of the change in assumptions that drive the estimate.
Asset Acquisition Expenses. Asset acquisition expenses decreased $22.9 million, or 24.1%, to $72.1 million for the year ended December 31, 2021, compared to $95.0 million for the year ended December 31, 2020. The expense in 2021 is related to the purchase of 42% equity interest in INN, while the expense in 2020 was related to the purchase price of Holo Surgical.
Asset Impairment and Abandonments – Asset impairment and abandonments expenses decreased $2.6 million or 17.5% to $12.2 million for the year ended December 31, 2021, compared to $14.8 million for the year ended December 31, 2020. The decrease was primarily driven by the decrease in instrument purchases during the course of 2021 off set by the impairment of system implementation costs which are ultimately impaired in the quarter they were purchased.    
Transaction and Integration Expenses – Transaction and integration expenses decreased $1.2 million or 24.3% to $3.7 million for the year ended December 31, 2021, compared to $4.9 million for the year ended December 31, 2020. The decrease was caused by less acquisition activity throughout 2021 and the sale of the OEM business in 2020. Additionally in 2021 there was $2.1 million of expenses incurred related to the June 2021 financing.
Other Operating Income - Net – Other operating income, net was $3.9 million for the year ended December 31, 2021, related to the Company's inventory settlement with OEM which occurred in 2021.
Total Net Other Income. Total net other income, which includes interest expense, interest income, foreign exchange loss, and change in fair value of warrant liability, increased to $13.5 million for the year ended December 31, 2021, from $0.3 million for the year ended December 31, 2020. The increase was caused by a decrease in the fair value of our warrant liability of $14.7 million during the year ended December 31, 2021, caused by the decline in our stock price over the course of 2021.
39


Income Tax Benefit (Provision). Income tax benefit for the year ended December 31, 2021, was $0.9 million compared to an income tax benefit of $3.5 million for the year ended December 31, 2020. Our effective tax rate for the year ended December 31, 2021 and 2020, was 0.71% and 1.76% respectively. Our effective tax rate for the year ended December 31, 2021, was primarily impacted by the non-deductible acquisition expenses and the change in fair value of the warrant liability, mainly offset by a valuation allowance, and the net change in uncertain tax positions. Our effective tax rate for the year ended December 31, 2020, was primarily impacted by the non-deductible acquisition expenses and tax attributes, mainly offset by a valuation allowance, and the tax benefit recognized as a result of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) enacted by the United States Congress on March 27, 2020.
Discontinued Operations – Net loss from discontinued operations for the year ended December 31, 2021, was $3.6 million due to the settlement of the OEM purchase agreement working capital dispute (See Note 5), compared to $160.4 million net income for the year ended December 31, 2020, which is when we sold the OEM business.
Net income attributable to noncontrolling interest – Net income from noncontrolling interest as of December 31, 2021, was $41.9 million due to the acquisition of INN and the related expensing of the IPR&D asset as it did not have technological feasibility and not yet approved by the FDA.
2020 Compared to 2019
Revenues. Our total revenues decreased $15.7 million, or 13.3%, to $101.7 million for the year ended December 31, 2020, compared to $117.4 million for the year ended December 31, 2019 due to decreased demand during the year as a result of the reduction in elective surgical procedures primarily related to COVID-19 impacting our business.
Costs of Goods Sold. Costs of goods sold increased $11.2 million, or 34.2%, to $44.0 million for the year ended December 31, 2020, from $32.8 million for the year ended December 31, 2019. The increase in costs of goods was primarily due to product mix, specifically hardware products.
General and Administrative Expenses. General and administrative expenses decreased $11.0 million, or 8.1%, to $124.4 million for the year ended December 31, 2020, compared to $135.4 million for the year ended December 31, 2019. The decrease in general and administrative expenses is primarily the result of $8.3 million of reduced spending on commission and distribution related to the decline in revenue.
Research and Development Expenses. Research and development expenses decreased $4.9 million, or 29.0%, to $11.9 million for the year ended December 31, 2020, compared to $16.8 million for the year ended December 31, 2019. The decrease in research and development expenses is the result of reduced spending on new product development, specifically external consultant and advisor expenses, due to our focus on the sale of the OEM Businesses during the third quarter of 2020, as well as the furlough of a portion of our research and development team during the second quarter of 2020.
Loss (Gain) on Acquisition Contingency. Loss on acquisition contingency of $4.8 million for the year ended December 31, 2020, represented the change in our estimate of obligation for future milestone payments to Holo Surgical for the asset acquisition closed on October 23, 2020, offset by gain on acquisition contingency of $1.1 million due to change of estimate in contingent considerations for Paradigm and Zyga. The gain on acquisition contingency of $76 million for the year ended December 31, 2019, was the result of an adjustment to our estimate of obligation for future milestone payments on the Paradigm and Zyga acquisitions.
Asset Acquisition Expenses. Asset acquisition expenses of $95.0 million were related to the Holo Surgical Acquisition. The total purchase price of Holo Surgical asset of $95 million was allocated to the net assets acquired based on their relative fair value as of the completion of the acquisition, primarily including the IPR&D related to Holo Surgical’s development of the HOLO™ platform and other intangible asset for assembled workforce. The HOLO™ platform has not yet reached technological feasibility and has no alternative future use; thus, the entire purchased IPR&D of $94.5 million was expensed immediately subsequent to the acquisition. Additionally, the intangible asset related to the assembled workforce of $0.5 million was immediately impaired together with other intangible assets in Q4 2020 due to the Company’s negative projected cash flow.
Asset Impairment and Abandonments. Asset impairment and abandonments of $14.8 million for the year ended December 31, 2020, was primarily the result of the impairment of the property and equipment. Asset impairment and abandonments was $97.3 million for the year ended December 31, 2019, related to the impairment of our long-lived and other intangible assets. During 2019, we concluded, through the ASC 350 valuation testing, that factors existed at year-end indicating that long-lived assets in the Spine segment of legacy RTI were indicating impairment. As a result, for the year
40


ended December 31, 2019, we recorded impairment charges to other intangible assets totaling $85.1 million, to property and equipment, totaling $11.7 million, and to right-of-use assets totaling $0.2 million. In addition, for the year ended December 31, 2019, another $0.3 million in other intangible assets were disposed separately from the ASC 350 valuation testing.
Goodwill Impairment. Goodwill impairment was $140.0 million for the year ended December 31, 2019, which was recorded in our Spine segment as a result of the change in segment structure. There was no goodwill impairment for the year ended December 31, 2020.
Transaction and Integration Expenses. Transaction and integration expenses of $4.9 million for the year ended December 31, 2020, primarily consisted of $2.4 million related to the purchase of Paradigm and $1.5 million of expenses associated with the acceleration of stock compensation expense related to the OEM employees, compared to $14.0 million of Paradigm acquisition costs for the year ended December 31, 2019.
Total Net Other Income. Total net other income, which includes interest expense, interest income, and foreign exchange loss increased to $0.3 million for the year ended December 31, 2020, from $39 thousand for the year ended December 31, 2019. The increase in total net other expense is primarily due to change in the foreign exchange gain and loss.
Income Tax Benefit (Provision). Income tax benefit for the year ended December 31, 2020, was $3.5 million compared to an income tax provision of $5.9 million for the year ended December 31, 2019. Our effective tax rate for the year ended December 31, 2020 and 2019, was 1.76% and (2.43%) respectively. Our effective tax rate for the year ended December 31, 2020, was primarily impacted by the non-deductible acquisition expenses, mainly offset by a valuation allowance, and the tax benefit recognized as a result of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). Our effective tax rate for the year ended December 31, 2019, was primarily impacted by the gain recognized on acquisition contingency and goodwill impairment, offset by the establishment of a full valuation allowance in the U.S. and foreign jurisdictions.
Discontinued Operations. Net income from discontinued operations for the year ended December 31, 2020, was $160.4 million, including a gain on sale of the OEM Businesses of $209.8 million, transaction expenses of $23.6 million, and income taxes of $19.5 million. Net income from discontinued operations for the year ended December 31, 2019, was $37.1 million, net of $11.3 million of income tax benefit.

Non-GAAP Financial Measures
We utilize certain financial measures that are not calculated based on GAAP. Certain of these financial measures are considered “non-GAAP” financial measures within the meaning of Item 10 of Regulation S-K promulgated by the SEC. We believe that non-GAAP financial measures provide an additional way of viewing aspects of our operations that, when viewed with the GAAP results, provide a more complete understanding of our results of operations and the factors and trends affected our business. These non-GAAP financial measures are also used by our management to evaluate financial results and to plan and forecast future periods. However, non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. Non-GAAP financial measures used by us may differ from the non-GAAP measures used by other companies, including our competitors.
To supplement our consolidated financial statements presented on a GAAP basis, we disclose non-GAAP net income applicable to common shares and non-GAAP gross profit adjusted for certain amounts. The calculation of the tax effect on the adjustments between GAAP net loss applicable to common shares and non-GAAP net income applicable to common shares is based upon our estimated annual GAAP tax rate, adjusted to account for items excluded from GAAP net loss applicable to common shares in calculating non-GAAP net income applicable to common shares. Reconciliations of
41


each of these non-GAAP financial measures to the most directly comparable GAAP measures are included in the reconciliations below:
For the Year Ended December 31,
202120202019
(In thousands)
Net loss from continuing operations, as reported$(122,906)$(194,195)$(248,778)
Change in fair value of warrant liability(14,736)— — 
Bargain purchase gain(90)— — 
Other operating income(3,932)— — 
Supplier prepayment write-off3,000 — — 
Severance and restructuring costs208 34 — 
Loss (gain) on acquisition contingency(4,587)4,753 (76,033)
Asset acquisition expenses72,087 94,999 — 
Asset impairment and abandonments12,195 14,773 97,341 
Goodwill impairment— — 140,003 
Inventory purchase price adjustment2,036 3,409 3,225 
Inventory write-off— 9,367 361 
Transaction and integration expenses3,689 4,872 13,999 
Restatement and investigation related costs— 13,152 — 
Tax effect on new tax legislation— (3,464)— 
Tax effect on other adjustments(28)(11,519)(27,017)
Non-GAAP net loss applicable to common shares, adjusted$(53,064)$(63,819)$(96,899)
For the Year Ended December 31,
202120202019
(In thousands)
Revenues$90,500 $101,749 $117,423 
Costs of goods sold29,775 44,002 32,777 
Gross profit, as reported60,725 57,747 84,646 
Inventory write-off— 9,367 361 
Supplier prepayment write-off3,000 — — 
Inventory purchase price adjustment2,036 3,409 3,225 
Non-GAAP gross profit, adjusted$65,761 $70,523 $88,232 
The following are explanations of the adjustments that management excluded as part of the non-GAAP measures for the years ended December 31, 2021, 2020, and 2019. Management removes the amount of these costs from our operating results to supplement a comparison to our past operating performance.
2021 Change in fair value of warrant liability – Other income related to the revaluation of our warrant liability, which was issued in June 2021.
2021 Bargain purchase gain – Gain related to our acquisition of Prompt Prototypes, LLC.

2021 Other operating income - Gain related to the Company's inventory settlement with OEM.
2021 Supplier prepayment write-off – Cost related to the write-off of prepaid royalty payments that the Company assessed would not be met in future years.
2021 and 2020 Severance and restructuring costs – 2021 costs relate to the reduction of our organizational structure, primarily driven by simplification of our Marquette, MI location. 2020 costs relate to the reduction of our
42


organizational structure, primarily driven by simplification of our international operating infrastructure, specifically our distribution model.
2021, 2020, and 2019 Loss /(Gain) on acquisition contingency – The 2021 gain on acquisition contingency relates to an adjustment to our estimate of obligation for future milestone payments on the Holo Surgical Acquisition. The loss on acquisition contingency for 2020 relates to an adjustment to our estimate of the obligation for future milestone payments on the Holo Surgical Acquisition; while the gain on acquisition contingency in 2019 relates to an adjustment to our estimate of the obligation for future milestone payments of the Paradigm and Zyga acquisition.
2021 and 2020 Asset acquisition expenses – The asset acquisition expenses related to the INN acquisition in 2021, and the Holo Surgical Acquisition in 2020 as the purchased IPR&D assets were immediately expensed as they had not yet reached technological feasibility.
2021, 2020, and 2019 Asset impairment and abandonments – These costs relate to asset impairment and abandonment of our property and equipment, lower distributions and ultimate discontinuation of our map3 implant and certain long-term assets at our U.S. facilities.
2019 Goodwill impairment – These costs relate to the goodwill impairment of our former Spine segment.
2021, 2020 and 2019 Inventory purchase price adjustment – These costs relate to the purchase price effects of acquired Paradigm and Zyga, respectively, inventory that was sold during the years ended December 31, 2020 and 2019
2020 and 2019 Inventory write-off – These costs relate to an inventory write-off due to transition from an integrated manufacturing company to a distribution model and Cervalign® product recall in 2020, the rationalization of our international distribution infrastructure and an inventory write-off related to lower distributions and ultimate discontinuation of our map3 implant in 2019.
2021, 2020, and 2019 Transaction and integration expenses – These costs relate to issuance costs for the registered direct offering and professional fees associated with the acquisition of INN, Holo Surgical, Prompt Prototypes, LLC, purchase of Paradigm as well as the disposal of OEM Businesses in 2020.
2020 Restatement and investigation related costs – These costs relate to consulting and legal fees and settlement expenses incurred as a result of the restatement, regulatory, and related activities in 2020.
2020 Tax effect on new tax legislation – This adjustment represents charges relating to the Tax Legislation which was enacted on December 22, 2017.
2021, 2020 and 2019 Tax effect on other adjustments - These adjustment represent the tax effects of the non-gaap measures for the respective years.
Liquidity and Capital Resources
As the global outbreak of COVID-19 continue to rapidly evolve, it could continue to materially and adversely affect our revenues, financial condition, profitability, and cash flow for an indeterminate period of time.
Financing Activities
On February 15, 2022, we issued and sold in an underwritten public offering 43,478,264 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and warrants to purchase up to an aggregate of 32,608,698 shares of common stock at a combined effective public offering price of $0.46 per share of common stock (or pre-funded warrant) and investor warrants to purchase up to an aggregate of 32,608,698 shares at a strike price of $0.60 and exercisable over the next five years. The Company, also in connection with the offering, issued placement agent warrants to purchase an aggregate of up 2,608,696 shares of common stock at a strike price of $0.575 per share. We received net proceeds of $17.8 million from the offering after deducting investor and other filing fees of $2.2 million.
On June 14, 2021, we issued and sold in a registered direct offering an aggregate of 29,000,000 shares of our common stock and investor warrants to purchase up to an aggregate of 29.0 million shares at a strike price of $1.725. The Company, also in connection with the direct offering, issued placement agent warrants to purchase an aggregate of up to 1.7 million shares of our common stock at a strike price of $2.15625 per share. We received net proceeds of $45.8 million from the offering after deducting investor fees of $4.2 million.
43


On February 1, 2021, we closed a public offering and sold a total 28,700,000 shares of our common stock at a price of $1.50 per share, less the underwriter discounts and commissions. We received net proceeds of $40.5 million from the offering after deducting the underwriting discounts and commission of $4.0 million.
Commitments & Contingencies
As noted above, on July 20, 2020, pursuant to the OEM Purchase Agreement by and between the Company and the Buyer, the Company sold the OEM Businesses to Buyer and its affiliates for a purchase price of $440.0 million of cash, subject to certain adjustments. All adjustments have been made and settled as of December 31, 2021.
On March 8, 2019, pursuant to the Master Transaction Agreement, the Company acquired Paradigm in a cash and stock transaction valued at up to $300.0 million, consisting of $150.0 million on March 8, 2019, plus potential future milestone payments. Established in 2005, Paradigm’s primary product is the Coflex® Interlaminar Stabilization device, a differentiated and minimally invasive motion preserving stabilization implant that is FDA premarket approved for the treatment of moderate to severe lumbar spinal stenosis in conjunction with decompression.
Under the terms of the agreement, the Company paid $100.0 million in cash and issued 10,729,614 shares of the Company’s common stock. The shares of Company common stock issued on March 8, 2019, were valued based on the volume weighted average closing trading price for the five trading days prior to the date of execution of the definitive agreement, representing $50.0 million of value. In addition, the Company was required to pay up to an additional $150.0 million in a combination of cash and Company common stock based on a revenue earnout consideration. Subsequently to December 31, 2021, this amount has been reduced to $45 million as certain milestones were not achieved. Further, pursuant to the Master Transaction Agreement, we will be obligated to pay some or all of the milestone payments thereunder that remain unpaid – whether or not we have achieved the milestones – upon a change in control of our company prior to December 31, 2022. Based on a probability weighted model, the Company estimates a contingent liability related to the revenue based earnout of zero.
The following table provides a summary of our operating lease obligations and other significant obligations as of December 31, 2021.
 Contractual Obligations Due by Period
 TotalLess than 1
Year
1-3 Years4-5 YearsMore than 5
Years
 (In thousands)
Operating lease obligations (1)66,718 1,406 8,986 11,205 45,121 
Purchase obligations (2)62,729 32,208 29,473 1,048 — 
Milestone payments (3)62,180 25,585 36,595 — — 
Total$191,627 $59,199 $75,054 $12,253 $45,121 
(1)These represent our operating lease commitments including the commitments related to the San Diego Lease.
(2)These amounts consist of contractual obligations for capital expenditures, annual minimums with suppliers, and certain open purchase orders with Aziyo.
(3)These amounts relate to the future milestone payments related to the Holo Surgical acquisition and the forward contracts related to the INN acquisition.
Working capital comparison 2021 Compared to 2020
Our working capital at December 31, 2021 decreased $5.7 million to $51.6 million from $57.4 million at December 31, 2020, primarily as a result of the decrease in sales period over period. As of December 31, 2021, we had $51.3 million of cash and cash equivalents. For the year ended December 31, 2021, the Company used approximately $51.8 million of cash in its operations, primarily related to the continued growth within the digital surgery strategy.
At December 31, 2021, we had 77 days of revenues outstanding in trade accounts receivable, a decrease of 21 days compared to December 31, 2020. The decrease is primarily due to improved collection efforts in addition to reduced sales as compared to the prior period.
44


At December 31, 2021, excluding the purchase accounting step-up of Paradigm inventory, we had 424 days of inventory on hand, an increase of 206 days compared to December 31, 2020. The increase in inventory days is primarily due to the continued purchase of implants during the twelve months ended December 31, 2021. We believe that our inventory levels will be adequate to support our on-going operations for the next twelve months.
We had $51.3 million of cash and cash equivalents at December 31, 2021. At December 31, 2021, our foreign subsidiaries held $2.6 million in cash. We intend to indefinitely reinvest the earnings of our foreign subsidiaries. If we were to repatriate indefinitely reinvested foreign funds, we would not be subject to additional U.S. federal income tax, however, we would be required to accrue and pay any applicable withholding tax and U.S. state income tax liabilities. We do not believe that this policy of indefinitely reinvesting the earnings of our foreign subsidiaries will have a material adverse effect on the business as a whole.
OEM Transaction
In connection with the Transactions on July 20, 2020, the Company (i) paid in full its $80 million revolving credit facility under that certain Credit Agreement dated as of June 5, 2018, by and among Surgalign Spine Technologies, Inc. (formerly known as RTI Surgical, Inc.), as a borrower, Pioneer Surgical Technology, Inc., our wholly-owned subsidiary, as a borrower, the other loan parties thereto as guarantors, JPMorgan Chase Bank, N.A., as lender and as administrative agent for the JPM Lenders, as amended (the “2018 Credit Agreement”); (ii) terminated the 2018 Credit Agreement, (iii) paid in full its $100 million term loan and $30 million incremental term loan commitment under that certain Second Lien Credit Agreement, dated as of March 8, 2019, by and among Surgalign Spine Technologies, Inc., as borrower, the lenders party thereto from time to time and Ares Capital Corporation, as administrative agent for the other lenders party thereto, as amended (the “2019 Credit Agreement”); and (iv) terminated the 2019 Credit Agreement. Additionally, the Company redeemed all of the outstanding shares of Series A Convertible Preferred Stock.
As discussed in Note 25, the Securities and Exchange Commission (“SEC”) has an active investigation that remains ongoing. The Company continue to cooperate with the SEC in relation to its investigation. Based on current information available to the Company, the impact associated with SEC investigation cannot be reasonably estimated. Refer to Note 24 for further discussion on the settlement related to the Lowry Action.
Going Concern
The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that we will continue in operation one year after the date these financial statements are issued, and we will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.
As of December 31, 2021, the Company had cash of $51.3 million and an accumulated deficit of $569.6 million. For the year ended December 31, 2021, the Company had a loss from continuing operations of $122.9 million and a net loss applicable to Surgalign Holdings, Inc. of $84.7 million. The Company has incurred losses from operations in the previous two fiscal years and did not generate positive cash flows from operations in fiscal year 2021 nor in 2020.
On February 15, 2022, we issued and sold in an underwritten public offering 43,478,264 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) and warrants to purchase up to an aggregate of 32,608,698 shares of common stock at a combined effective public offering price of $0.46 per share of common stock (or pre-funded warrant) and investor warrants to purchase up to an aggregate of 32,608,698 at a strike price of $0.60 and exercisable over the next five years. The Company, also in connection with the offering, issued placement agent warrants to purchase an aggregate of up 2,608,696 shares of common stock at a strike price of $0.575 per share. We received net proceeds of $17.8 million from the offering after deducting investor and other filing fees of $2.2 million.
On June 14, 2021, we issued and sold in a registered direct offering an aggregate of 29,000,000 shares of our common stock and investor warrants to purchase up to an aggregate of 29.0 million shares at a strike price of $1.725. The Company, also in connection with the direct offering, issued placement agent warrants to purchase an aggregate of up to 1.7 million shares of our common stock at a strike price of $2.15625 per share. We received net proceeds of $45.8 million from the offering after deducting investor fees of $4.2 million.
On February 1, 2021, we closed a public offering and sold a total 28,700,000 shares of our common stock at a price of $1.50 per share, less the underwriter discounts and commissions. We received net proceeds of $40.5 million from the offering after deducting the underwriting discounts and commission of $4.0 million.
45


The Company is projecting it will continue to generate significant negative operating cash flows over the next 12-months and beyond. In management's evaluation of the going concern we considered the following i) continued COVID-19 uncertainties; ii) negative cash flows that are projected over the next 12-month period; iii) uncertainty regarding potential settlements related to ongoing litigation and regulatory investigations; and iv) approximately $25.6 million of the total contingent consideration of $51.9 million are expected to become due to the former owners of Holo Surgical if certain milestones are met over the next 12 months which would be paid in cash; v) total payments of $10.3 million at fair value for INN related milestones are expected to be paid in cash when milestones are achieved in the future; and vi) seller notes in the amount of $10.0 million a fair value due to the seller of INN on December 31, 2024; and vii) various supplier minimum purchase agreements. The Company’s operating plan for the next 12-month period also includes continued investments in its product pipeline including both within digital health and hardware and biologics, which will necessitate additional financing. In addition to these efforts the Company will need continued capital and cash flows to fund the future operations through 2022 and beyond. The Company’s ability to raise additional capital may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide. If cash resources are insufficient to satisfy the Company’s on-going cash requirements through 2022, the Company will be required to scale back operations, reduce research and development expenses, and postpone, as well as suspend capital expenditures, in order to preserve liquidity. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing.
In consideration of the inherent risks and uncertainties and the Company’s forecasted negative cash flows as described above, management has concluded that substantial doubt exists with respect to the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Management continually evaluates plans to raise additional debt and/or equity financing and will attempt to curtail discretionary expenditures in the future, if necessary, however, in consideration of the risks and uncertainties mentioned, such plans cannot be considered probable of occurring at this time.
The recoverability of a major portion of the recorded asset amounts shown in the Company’s accompanying consolidated balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its funding requirements on a continuous basis, to maintain existing financing and to succeed in its future operations. The Company’s consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
Impact of Inflation
Inflation generally affects us by increasing our cost of labor, equipment and processing tools and supplies. We do not believe that the relatively low rates of inflation experienced in the United States since the time we began operations have had any material effect on our business.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to market risk from exposure to changes in interest rates based upon our financing, investing and cash management activities.
We are exposed to interest rate risk in the United States and Germany. Changes in interest rates affect interest income earned on cash and cash equivalents. We have not entered into derivative transactions related to cash and cash equivalents. As of December 31, 2021, all of our indebtedness is based on a fixed rate interest rate.
The value of the U.S. dollar compared to the Euro affects our financial results. Changes in exchange rates may positively or negatively affect revenues, gross margins, operating expenses, and net income. Our international operations currently transact business primarily in the Euro. Assets and liabilities of foreign subsidiaries are translated at the period end exchange rate while revenues and expenses are translated at the average exchange rate for the period. Intercompany transactions are translated from the Euro to the U.S. dollar. Based on December 31, 2021, outstanding intercompany balances, a 1% change in currency rates would have had a de-minimis impact on our results of operations. We do not expect changes in exchange rates to have a material adverse effect on our income or our cash flows in 2021. However, we can give no assurance that exchange rates will not significantly change in the future.
46


Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our consolidated financial statements and supplementary data required in this item are set forth on the pages indicated in Item 15(a)(1).
Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
Item 9A. CONTROLS AND PROCEDURES.
Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), which are required in accordance with Rule 13a-15 of the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications.
Background
As previously described in the December 31, 2020, Form 10-K filed on March 16, 2021, and amended through a 10-K/A on September 24, 2021, management identified multiple material weaknesses that were pervasive throughout the organization. The specific details of the material weaknesses and the identified deficiencies can be reviewed within those findings. In 2021, management embarked on a Company-wide initiative to remediate the identified deficiencies. The remedial measures undertaken by our management team and our advisors, and the conclusions that our management team reached on the design and operating effectiveness of the control environment as it related to internal control over financial reporting as of December 31, 2021, are described below in detail.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our CEO and CAO, we evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as amended, as of December 31, 2021. Based on this evaluation of our disclosure controls and procedures, our CEO and CAO have concluded that our disclosure controls and procedures were effective as of December 31, 2021.
Notwithstanding the conclusion by our CEO and CAO that our disclosure controls and procedures as of December 31, 2021, were effective, management believes that the consolidated financial statements and related financial information included in this Annual Report on Form 10-K as of December 31, 2021, fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. GAAP.
An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and therefore can provide only reasonable assurance with respect to reliable financial reporting. Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.
Under the supervision and with the participation of our management, including our CEO and CAO, we have conducted an evaluation of the design and operating effectiveness of our internal control over financial reporting based on the COSO framework. Based on evaluation under these criteria, management determined, that we maintained effective internal control over financial reporting as of December 31, 2021.
47


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
As described in the December 31, 2020, Form 10-K filed March 16, 2021, and amended through a 10K/A on September 24, 2021, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2020, as described within item 9A of that report. During 2021, our management team committed to remediating identified control deficiencies, fostering continuous improvement in our internal controls, and enhancing our overall internal controls environment. We believe that these actions have remediated the material weaknesses. The controls that were implemented and enhanced in 2021 have operated for a sufficient period of time, and management has concluded, through testing, that these controls are designed and operating effectively. We have highlighted the activities that were completed during 2021 that assisted in remediating the material weakness.
2021 Remediation Status
Control Environment
We have undertaken steps to address material weaknesses in the control environment. The control environment, which is the responsibility of management, sets the tone of the organization, influences the control consciousness of its people, and is the foundation for all other components of internal control over financial reporting. Our Audit Committee and executive management team have emphasized and continue to emphasize the importance of internal control over financial reporting, as well as the integrity of our financial statements.
We have taken steps to ensure that previously identified control deficiencies have been remediated through the implementation of uniform accounting and internal control policies and procedures with the proper oversight to promote compliance with GAAP and regulatory requirements. As of December 31, the following changes related to control activities have been implemented:
A comprehensive disciplinary plan was implemented for all employees found to have engaged in misconduct, including termination, removal of the individuals from certain accounting and finance functions, written warnings, and appropriate training depending on the severity of the misconduct.
The Company engaged an experienced compliance professional and increased its compliance efforts to upgrade and enhance the Company’s compliance program in accordance with the Federal Sentencing Guidelines.
The Company engaged a third party to assist with the redesign of the Sarbanes-Oxley program inclusive of Entity Level Controls.
The Company enhanced its compliance policies and procedures, including training on the ability and means of anonymous reporting. It requires employees to periodically certify their understanding of the Code of Conduct, which the compliance officer and legal department update and review on a periodic, as needed, basis along with the Employee Handbook.
The Company conducted Ethics training with the Executive management team and finance personnel and will continue doing so annually.
Periodic compliance reports are made to the Nominating and Governance Committee of the Board of Directors.
Business functions such as Financial Planning & Analysis ("FP&A"), financial reporting, accounting, and finance have been restructured and realigned. Through this realignment, the Company has hired key finance and accounting leadership positions, as well as other supporting accounting staff, seniors, and managers, and engaged external resources to provide additional capacity, functional capabilities, and cross-training.
Entity level controls were enhanced related to the above activities, and documentation was retained and tested as part of the SOX 404 program to support their effective design and operation throughout the year. Management believes these enhancements have reduced the risk of a material misstatement and as such management has concluded that the material weakness related to control environment was remediated.
48


Risk Assessment
The Company implemented a process to reevaluate and revise the Sarbanes-Oxley compliance program (“SOX Program”) to make improvements to our SOX Program governance, risk assessment processes, testing methodologies, and corrective action mechanisms.
We defined a risk assessment methodology and conducted a risk assessment, which includes the risk of fraud. We enhanced our procedures to identify changes to the business that impact the risk assessment and processes to update the risk assessment timely. The results of this effort have enabled us to effectively identify, develop, and implement controls and procedures to address risks. The risk assessment conclusions were reviewed by the Audit Committee.
Internal Audit conducted the 2021 SOX program assessment in 2021. The Internal Audit function is outsourced to a third party, which reports to the Audit Committee and administratively to management.
Based on these activities, management has concluded that the material weakness related to risk assessment was remediated.
Control Activities
We redesigned existing and implemented new internal control activities. We formalized our accounting policies and procedures and communicated them to the team to enhance corporate oversight over our process-level controls and structures to ensure that there is the appropriate assignment of authority, responsibility, and accountability to enable the remediation of our material weaknesses.
We redesigned key controls to strengthen controls over the review and approval of journal entries and account reconciliations. Specifically, we updated and reinforced our policies and procedures regarding obtaining adequate supporting documentation in connection with the review and approval of journal entries and account reconciliations to ensure the validity, accuracy, and completeness of recorded amounts. We formalized an approval hierarchy to improve segregation of duties related to journal entry processing and completion and review of account reconciliations.
We improved our management of segregation of duties by implementing a system-based control to restrict individuals that enter a journal entries from approving the entries for posting to the general ledger.
We have enhanced our accounting oversight competency by hiring key leadership positions as well as accounting and finance personnel to provide additional capacity, functional capabilities, and cross-training. Where applicable, subject matter resources are engaged to assist with transactions and to provide guidance.
We have instituted cross-functional business reviews of financial results and non-routine transactions. Additionally, controls have been enhanced around non-routine events and accounting treatments requiring additional layers of review and approval.
On July 20, 2020, we sold our OEM Businesses and changed our sales model. As a result, we eliminated certain risk in our revenue recognition related to early shipments that were unique to the OEM Businesses and where control deficiencies existed. We implemented new internal controls to address the control deficiencies prior to the sale of OEM and have strengthened existing internal controls over revenue recognition for the remaining business, including formalizing a control to conduct a month end review of items billed but not shipped to ensure appropriate cut-off for revenue recognition for direct sales shipments and enhanced Delivery Order validation procedures for consignment sales related to surgical procedures.
A quarterly revenue accrual entry is reviewed and recorded in accordance with the journal entry policy.
Based on these activities, management has concluded that the material weakness related to control activities was remediated.
Information and Communication
In our effort to remediate our material weaknesses, we have created a process to identify and maintain the information required to support the functioning of internal controls over financial reporting and established and continued reinforcement of communications protocols including required information and expectations to enable personnel to perform internal control.
49



SOX training has been conducted with all internal control owners. We have established a training protocol to provide training annually for all control owners and as needed when new team members either join or change roles within the company.
As part of the SOX training, documentation and retention requirements were communicated to strengthen existing processes around the documentation and retention of underlying support to ensure consistent application of accounting policies and procedures.
Leadership conducts weekly, monthly, and quarterly business review meetings to discuss status updates for each key business area and to ensure that goals are achieved. The meetings include updates on control testing status and remediation plan updates.
We formalized the SOX 302 certification process, requiring SOX sub-certifications from key employees prior to CEO and CFO certification. Responses are reviewed and any matters identified related to internal controls are evaluated and addressed, prior to the 302 certification.
Internal control testing progress and control effectiveness is reported to the Audit Committee at each session.
Entity level controls were enhanced related to the above activities, and documentation was retained and tested as part of the SOX program to support their effective design and operation throughout the year.
Based on these activities, management has concluded that the material weakness over information and communication was remediated.
Monitoring Activities
Executive management, in consultation with and at the direction of our Audit Committee, made improvements to monitoring and assessing the control environment and the above-mentioned efforts to remediate the underlying causes of the identified material weaknesses, including through the following:
We increased internal audit, finance, and accounting staff levels and expertise. In 2020 and 2021, we outsourced our internal audit function to assist in improving the SOX 404 program. The Internal Audit engagement includes assessment of key risks to the organization and processes, detailed testing of newly implemented controls, and other activities related to monitoring our overall remediation efforts.
Internal Control status is communicated to process and control owners including identification of deficiencies and recommendations for corrective actions. Process and control owners are responsible for remediation of deficiencies identified. .
We instituted cross-functional business reviews of financial results and non-routine transactions through our monthly and quarterly business review process.
Entity level controls were enhanced related to the above activities, and documentation was retained and tested as part of the SOX 404 program to support their effective design and operation throughout the year.
Based on these activities, management concluded that the material weakness over monitoring activities was remediated.
Changes in Internal Controls Over Financial Reporting
On December 30, 2021, Surgalign completed the acquisition of an equity interest in INN. The acquisition of the INN business and the fourth quarter remediation activities described above are changes in our internal control over financial reporting during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the quarter ended December 31, 2021, there were no other changes in Surgalign’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect Surgalign’s internal control over financial reporting.

50





Item 9B. OTHER INFORMATION.
Not applicable
51


PART III
The Company intends to file with the SEC a definitive proxy statement for its next Annual Meeting of Stockholders (the “Proxy Statement”) pursuant to Regulation 14A not later than 120 days after December 31, 2021. The information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated by reference to the disclosure in that Proxy Statement.
Item 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by Item 10 relating to our directors, executive officers and corporate governance is incorporated by reference to the Proxy Statement.
Code of Ethics for Senior Financial Professionals and Code of Conduct
Our Board has adopted a Code of Ethics for Senior Financial Professionals, applicable to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. Our Board has also adopted a Code of Conduct applicable to all of our directors, officers and employees.
Item 11.     EXECUTIVE COMPENSATION.
The information required by Item 11 relating to our directors, executive officers and corporate governance is incorporated by reference to the Proxy Statement.
Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by Item 12 relating to our directors, executive officers and corporate governance is incorporated by reference to the Proxy Statement.
Item 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by Item 13 relating to our directors, executive officers and corporate governance is incorporated by reference to the Proxy Statement.
Item 14.     PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by Item 14 relating to our Principal Accounting Fees and Services is incorporated by reference to the Proxy Statement.
52


PART IV
Item 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(1)Financial Statements:
See “Index to Consolidated Financial Statements and Financial Statement Schedule” on page 57, the Independent Registered Public Accounting Firm’s Report on page 58 and the Consolidated Financial Statements on pages 63 to 66, all of which are incorporated herein by reference.
(2)Financial Statement Schedule:
The following Financial Statement Schedule is filed as part of this Report:
Schedule II, Valuation and Qualifying Accounts for the years ended December 31, 2021, 2020 and 2019 is included in the Consolidated Financial Statements of Surgalign Holdings, Inc. on page 104. All other financial statement schedules are omitted because they are inapplicable, not required or the information is indicated elsewhere in the consolidated financial statements or the notes thereto.
(3)Exhibits:
l
Exhibit
No.
   Incorporated by Reference
 Description FormFile No.Date Filed
2.1 8-K12B001-388323/11/2019
2.2† 8-K001-388321/15/2020
2.3†8-K001-388323/9/2020
2.4†8-K001-388324/29/2020
2.5†8-K001-388327/9/2020
2.6†8-K001-388329/29/2020
2.7†8-K001-3883210/23/2020
2.8†8-K001-388321/18/2022
2.9†8-K001-388321/5/2022
3.1 8-K12B001-388323/11/2019
3.2 8-K001-388327/20/2019
53


l
Exhibit
No.
   Incorporated by Reference
 Description FormFile No.Date Filed
3.3 10-Q001-388325/4/2021
3.4 8-K001-388327/20/2020
3.5 8-K001-388327/24/2020
3.610-Q001-3883211/16/2020
4.1 S-1/A333-2286941/18/2019
4.28-K001-388326/11/2021
4.38-K001-388326/11/2021
4.48-K001-388322/15/2022
4.58-K001-388322/15/2022
4.68-K001-388322/15/2022
4.7*
10.1
 DEF 14A000-312717/19/2013
10.2
 S-8333-2038615/5/2015
10.3
(under 2015 Plan).
 S-8333-2038615/5/2015
10.4
(under 2015 Plan)
S-8333-2038615/5/2015
10.5
S-8333-2038615/5/2015
10.6
10-Q000-312715/4/2018
10.7
10-Q000-312715/4/2018
10.8
10-Q000-312715/4/2018
10.9
10-Q000-312715/4/2018
10.10
S-8333-2558525/7/2021
10.11
S-8333-2558525/7/2021
10.12
S-8333-2558535/7/2021
10.13
10-Q001-388328/6/2021
10.14
10-Q001-388328/6/2021
10.15
10-Q
 
000-388328/12/2020
10.16
10-Q
 
000-388328/12/2020
10.17
10-Q
(Q1 2017)
000-312715/3/2017
10.18
10-Q
 
000-388328/12/2020
10.19
10-Q
 
000-388328/12/2020
10.20
10-Q
 
000-388328/12/2020
54


l
Exhibit
No.
   Incorporated by Reference
 Description FormFile No.Date Filed
10.21
10-K000-388323/16/2021
10.22
10-K000-388323/16/2021
10.23‡*
10.24‡*
10.25‡*
10.26‡*
10.27‡*
10.28
8-K001-388321/5/2022
21.1*
23.1*
23.2*
31.1*
31.2*
32.1*
32.2*
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________
55


Certain information in this exhibit identified by brackets has been omitted pursuant to Item 601(b)(10) of Regulation S-K because it (i) is not material and (ii) would cause competitive harm to Surgalign Holdings, Inc. if publicly disclosed. Surgalign Holdings, Inc. hereby undertakes to furnish, supplementally, copies of any omitted information upon request by the Securities and Exchange Commission.
Indicates a management contract or any compensatory plan, contract, or arrangement.
*Filed herewith.
Item 16.     FORM 10-K SUMMARY
Not applicable.
56


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
 Page
Consolidated Financial Statements of Surgalign Holdings, Inc. and Subsidiaries 
67-103
57


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Surgalign Holdings, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Surgalign Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2021, the related consolidated statements of comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2021, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2022 expressed an unqualified opinion.

Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred a net loss of $122.9 million during the year ended December 31, 2021, and as of that date, the Company had cash of $51.3 million and an accumulated deficit of $569.6 million. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

58


INN Asset Acquisition - Accounting for and valuation of the asset acquisition of Inteneural Networks, Inc.

As described further in Note 7 to the consolidated financial statements, the Company entered into a Stock Purchase Agreement to acquire a 42% interest in the issued and outstanding equity interests of Inteneural Networks, Inc. (“INN”) and the license to use their proprietary technology. The owners of INN are related parties to the Company as a member of the Board of Directors and the Company’s Chief Medical Officer. As part of the transaction, the Company will purchase up to 100% of the equity of INN in stages through three additional closings upon the achievement of certain clinical, regulatory and revenue milestones. With each additional closing, the Company will acquire an additional 19.3% equity within INN for an additional $19.3 million in cash payment. We identified the accounting for and the valuation of the investment in INN as a critical audit matter.

The principal considerations for our determination that the accounting for and the valuation of the investment in INN is a critical audit matter are that (1) the transaction requires the appropriate application of complex accounting authoritative guidance from the FASB’s Accounting Standards Codification (“ASC”), (2) significant judgment is used by management when determining assumptions used in the fair value measurement of the acquired intangible asset, (3) there is a high degree of auditor judgment and subjectivity in performing procedures and evaluating management’s significant accounting and valuation assumptions and (4) the audit effort involved the use of professionals with specialized skill and knowledge.

Our audit procedures related to the accounting for and the valuation of the asset acquisition of INN included the following, among others:

We tested the design and operating effectiveness of the controls over the Company’s acquisition and valuation process, including review of the appropriate accounting literature, valuation model, significant assumptions used, and the completeness and accuracy of the underlying data used;
With the assistance of our valuation specialists, we assessed the weighted-average cost of capital including the risk-free rate of return and discount rate applied as well as the internal rate of return for the purchase price allocation valuation assumptions of the acquired intellectual property and non-controlling interest in INN by testing management’s process within an acceptable tolerance range;
With the assistance of our valuation specialists, we evaluated the discounted cash flow valuation method used to fair value the acquired intangible asset for reasonableness by testing management’s process within an acceptable tolerance range. The valuation model involved significant valuation assumptions including a discount rate, weighted average cost of capital and weighted average return on asset acquired;
We assessed the appropriate interpretation and application used by management of the FASB’s Accounting Standards Codification for the transaction including topics ASC 810, Consolidation, ASC 805, Business Combinations and ASC 820, Fair Value Measurements.

Holo Surgical, Inc. Acquisition Related Contingent Consideration Liability

As described further in Note 7 and Note 14 to the financial statements, the Company acquired Holo Surgical Inc. in 2020 with $83.0 million (valued at $50.6 million at acquisition) of the consideration being contingent upon the achievement of certain regulatory, commercial and utilization milestones. We identified the fair value of the acquisition related contingent consideration liability as a critical audit matter

The principal considerations for our determination that fair value of the acquisition related contingent consideration liability is a critical audit matter are that the probability of achieving each of the milestones requires significant management judgment. The significant judgment involved in determining the probability of achieving each of the milestones has a significant impact on the fair value of contingent consideration recorded. Accordingly, the audit procedures to evaluate the reasonableness of management’s judgments related to the milestone probabilities required a high degree of auditor judgment and increased extent of effort, including the need to involve specialists with extensive experience with obtaining certain regulatory approvals for similar technologies.

Our audit procedures related to the fair value of the acquisition related contingent consideration liability included the following, among others:

We tested the design and operating effectiveness of the controls over the Company’s process for developing the probabilities used in the valuation of the acquisition related contingent liabilities including review of the significant assumptions used and the completeness and accuracy of the underlying data used;
59


We made inquiries of management who are responsible for obtaining regulatory approvals and development of the technology to understand how the probabilities were established;
We discussed the risks and uncertainties related to each of the milestones and how these factors were considered in establishment of the probability for each milestone;
We tested the milestone probabilities, including the involvement of professionals in our firm with extensive experience with obtaining certain regulatory approvals for similar technologies;
Using the milestone probabilities and other valuation assumptions, including credit risk and risk-free rate, we involved our valuation specialists to evaluate the assumptions and methodologies used in valuing the acquisition contingent liabilities.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2021.

Chicago, Illinois

March 15, 2022
60


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Surgalign Holdings, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of Surgalign Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in the 2013