Item 7.01 Regulation FD Disclosure.
On September 30, 2021, the U.S. District Court for the Northern District of
Illinois (the "Court") granted preliminary approval of the proposed settlement
(the "Proposed Settlement") of the consolidated derivative action captioned In
re RTI Surgical Derivative Litigation, Lead Case No. 1:20-cv-3347-MFK (the
"Consolidated Derivative Action"). The Proposed Settlement is subject to final
approval by the Court.
As required by the preliminary approval order, the Notice of Proposed Derivative
Settlement (the "Notice") and the Stipulation of Settlement dated September 10,
2021 (the "Stipulation"), are furnished as Exhibits 99.1 and 99.2, respectively,
to this Current Report on Form 8-K. The Notice and Stipulation can also be
accessed on the "Investor Overview" page of the "Investors" section of Surgalign
Holdings, Inc.'s (the "Company's") website, https://ir.surgalign.com. Other
information contained in or accessible through the Company's website does not
constitute part of, and is not incorporated into, this Current Report on Form
Subject to final approval of the Proposed Settlement by the Court, and in
exchange for a release of all claims by the plaintiffs and a dismissal of the
Consolidated Derivative Action with prejudice, the Proposed Settlement involves
the Company implementing certain corporate governance reforms and for attorneys'
fees and expenses in an amount not to exceed $1.5 million to be paid to
plaintiffs' counsel by the Company's insurer.
On September 22, 2021, the Court also granted preliminary approval of the
proposed settlement of the securities class action captioned Lowrv v. RTI
Surgical Holdings, Inc., et al., Case No. 1:20-cv-1939-MFK (the "Consolidated
Securities Class Action"). Information concerning this separate proposed
settlement of the Consolidated Securities Class Action is being sent directly to
potential class members by the claims administrator and published in a national
business interest newswire. Information contained in the publication or
accessible through the publication does not constitute part of, and is not
incorporated into, this Current Report on Form 8-K. The proposed settlement of
the Consolidated Securities Class Action is subject to final approval by the
In accordance with General Instruction B.2. of Form 8-K, the information in this
Item 7.01 and Exhibits 99.1 and 99.2 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liability of that section, nor
shall it be deemed incorporated by reference in any of the Company's filings
under the Securities Act of 1933, as amended, or the Exchange Act, whether made
before or after the date hereof, regardless of any incorporation language in
such a filing, except as expressly set forth by specific reference in such a
Item 9.01. Financial Statements and Exhibits.
99.1 Notice of Proposed Derivative Settlement.
99.2 Stipulation of Settlement.
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