UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 4, 2021 (
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Item 4.01 Changes in Registrant’s Certifying Accountant
On June 3, 2021, the Audit Committee of the Board of Directors of Surgalign Holdings, Inc. (the “Company”) approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2021.
The Company did not consult with Grant Thornton during its two most recent fiscal years or through the date of this report regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or reportable event as defined in Item 304(a)(1)(iv) and (v) of Regulation S-K.
Item 8.01 Other Events
On April 30, 2021, the Company and one of its executive officers each received a subpoena from the U.S. Securities and Exchange Commission (the “SEC”) requesting documents in connection with an investigation relating to trading in the Company’s securities in late 2019 and early 2020. The Company and the executive officer are cooperating with the investigation. The Company is, at this time, unable to predict what action, if any, might be taken in the future by the SEC as a result of the matters that are the subject of the subpoenas.
As previously disclosed, the Company and the buyer of its Original Equipment Manufacturer (“OEM”) business were engaged in a dispute regarding a post-closing working capital adjustment, pursuant to which the buyer claimed it was owed up to approximately $14 million. The amount in dispute was later reduced by $1.4 million by agreement between the parties. On June 3, 2021, the firm engaged to resolve the dispute issued a binding, non-appealable resolution whereby it was determined the Company is liable for $5,797,191 of the amount remaining in dispute. The amount will be paid and recorded in the second quarter.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SURGALIGN HOLDINGS, INC. |
Date: June 4, 2021 |
By: | /s/ Joshua H. DeRienzis |
Name: Joshua H. DeRienzis | ||||||||
Title: General Counsel and Corporate Secretary |