UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May 30~~June 9, 2023

SURGALIGN HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38832

83-2540607

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


520 Lake Cook Road, Suite 315, Deerfield, Illinois		60015
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (877) 343-6832

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol		Name of ~~exchange~~exchangeon on which registered
common stock, $0.001 par value		SRGA		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 83.01. ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 5, 2023 Surgalign Holdings, Inc. (the “Company”) ~~has~~received ~~determined~~a todeficiency ~~postpone~~letter ~~its~~from ~~2023~~the ~~Annual~~Nasdaq ~~Meeting~~Listing ofQualifications ~~Stockholders~~Department (the “~~2023 Annual Meeting~~Staff”)~~, previously scheduled for Thursday, June~~ 1,of ~~2023~~the atNasdaq ~~9:00~~Stock ~~a.m.,~~Market ~~Pacific~~LLC ~~time.~~(the ~~The~~“Nasdaq”) ~~Company~~notifying ~~will announce a new date and time of~~ the ~~2023~~Company ~~Annual~~that ~~Meeting~~it ~~when~~did itnot iscomply ~~rescheduled.~~with ~~The~~Listing ~~date~~Rule of5450(b)(3)(C) ~~the~~that ~~rescheduled~~requires ~~2023~~listed ~~Annual~~securities ~~Meeting,~~to ~~and~~maintain ~~the~~a ~~new~~minimum ~~record~~Market ~~date~~Value ~~for~~of ~~determining~~Publicly ~~stockholders~~Held ~~entitled~~Shares to(“MVPHS”) ~~vote~~of ~~thereat~~$15,000,000 ~~will~~for be30 ~~determined~~consecutive inbusiness ~~the~~days. ~~future~~The ~~and~~Nasdaq ~~will~~deficiency beletter ~~announced~~has inno aimmediate ~~Current~~effect ~~Report~~ on ~~Form 8-K and included in proxy materials to be filed with~~ the ~~Securities~~listing ~~and~~of ~~Exchange Commission and distributed to stockholders promptly after~~ the ~~new~~Company’s ~~record~~common ~~date~~stock.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been given 180 calendar days, or until December 4, 2023, to regain compliance with the MVPHS requirement. If at any time during this compliance period the Company’s MVPHS closes at $15,000,000 or more for a minimum of ten consecutive business days, the Staff will provide the Company written confirmation that it has achieved compliance.

In the event the Company does not regain compliance with the MVPHS requirement prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market.

Item 8.01

Other Events.

On April 10, 2023, the Staff of the Nasdaq notified the Company that it did not comply with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Global Select Market as set forth in Listing Rule 5450(b)(1)(A). Based on the Company’s compliance plan submission dated May 25, 2023, and review of the Company’s Form 10-K for the year ended December 31, 2022, the Staff determined that the Company complies with Listing Rule 5450(b)(3)(A) and the matter is now closed.

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: May 30, 2023	By:	/s/ Paolo G. Amoruso
Date: June 9, 2023	By: Name: Title:	/s/ Paolo G. Amoruso Paolo G. Amoruso Chief Legal Officer
	Name:	Paolo G. Amoruso
	Title:	Chief Legal Officer and Corporate Secretary

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