SEAE HLDG Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by reference.
At the effective time and as a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 0.4163 fully paid and nonassessable shares of Orthofix common stock (and, if applicable, cash in lieu of fractional shares), or the merger consideration, less any applicable withholding taxes. Also at the effective time of the merger, outstanding restricted stock units to acquire shares of SeaSpine common stock will be assumed by Orthofix and converted into restricted stock units to acquire shares of Orthofix common stock, and outstanding options to purchase shares of SeaSpine common stock will be assumed by Orthofix and converted into options to purchase shares of Orthofix common stock, in each case with necessary adjustments to reflect the exchange ratio.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Item 3.03 Material Modification to the Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 3.03 and Item 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the Merger, a change in control of SeaSpine occurred and the surviving entity of the Merger, SeaSpine, became a wholly-owned subsidiary of Orthofix. Immediately after the closing of, and giving effect to, the Merger, former SeaSpine stockholders own approximately 43.5% of Orthofix on a fully diluted basis and existing Orthofix stockholders own approximately 56.5% of Orthofix on a fully diluted basis.
The information about the Merger in the Introductory Note and Item 2.01, Item 3.01, Item 3.03 and Item 5.02 of this report is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As a result of the Merger and as of the effective time of the Merger, all of the
current directors of the SeaSpine board of directors resigned from their
directorships of SeaSpine and any committees of which they were a member. This
was not a result of any disagreements between SeaSpine and its directors or
officers on any matter relating to
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Certificate of Incorporation of SeaSpine was amended and restated in the form of the Certificate of Incorporation that is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Merger Agreement, the bylaws of Merger Sub as in effect at the effective time of the Merger became the bylaws of SeaSpine. The Amended and Restated Bylaws of SeaSpine are attached as Exhibit 3.2 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation ofSeaSpine Holdings Corporation 3.2 Amended and Restated Bylaws ofSeaSpine Holdings Corporation 99.1 Press Release, datedJanuary 4, 2023 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).
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