On May 11, 2018, SeaSpine Holdings Corporation (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Piper Jaffray & Co. (“Piper Jaffray”) to sell shares of its Common Stock, par value $0.01 (the “Common Stock”), having an aggregate offering price of up to $50,000,000 (the “Shares”) from time to time, through an “at the market offering” program (the “ATM Offering”) under which Piper Jaffray will act as sales agent.

The offer and sale of the Shares will be made to the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-213089), the base prospectus contained therein, dated August 24, 2016, and a prospectus supplement related to the ATM Offering, dated May 11, 2018.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The Company is not obligated to sell any shares under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, Piper Jaffray will use commercially reasonable efforts to sell on the Company’s behalf all of the common stock requested to be sold by the Company, consistent with its normal trading and sales practices, upon the Company’s instructions, including any price, time or size limits specified by the Company. Piper Jaffray’s obligations to sell shares under the Distribution Agreement are subject to the satisfaction of certain conditions. The Company will pay Piper Jaffray a commission of 3.0% of the aggregate gross proceeds from each sale of shares occurring to the Distribution Agreement, if any, and has agreed to provide Piper Jaffray with customary indemnification and contribution rights. The Company has also agreed to reimburse Piper Jaffray for legal fees and disbursements, not to exceed $50,000 in the aggregate, in connection with entering into the Distribution Agreement.

The Distribution Agreement may be terminated by Piper Jaffray or the Company at any time upon written notice to the other party. The Company has also agreed to the Distribution Agreement to indemnify and provide contribution to Piper Jaffray against certain liabilities, including liabilities under the Securities Act.

The foregoing description of the terms of the Distribution Agreement is subject to, and qualified in its entirety by, the Distribution Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

The legal opinion of DLA Piper LLP (US), counsel to the Company, relating to the Shares is filed as Exhibit 5.1 hereto.

(d)The following exhibits are filed with this Current Report:

SeaSpine Holdings Corp Exhibit
EX-5.1 2 seaspine-51opinionatmoffer.htm EXHIBIT 5.1 Exhibit Exhibit 5.1DLA Piper LLP (US)4365 Executive DriveSan Diego,…
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About SeaSpine Holdings Corporation (NASDAQ:SPNE)

SeaSpine Holdings Corporation is a medical technology company. The Company is focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. The Company operates through the development, manufacture and marketing of orthobiologics and spinal fusion hardware segment. It has a portfolio of orthobiologics and spinal fusion hardware solutions to meet the varying combinations of products that neurosurgeons and orthopedic spine surgeons need to perform fusion procedures in the lumbar, thoracic and cervical spine. It offers a portfolio of orthobiologics and spinal fusion hardware products for the treatment of patients suffering from spinal and other orthopedic disorders. Its orthobiologics products consist of a range of bone graft substitutes that are designed to improve bone fusion rates following a range of orthopedic surgeries, including spine, hip and extremities procedures.