UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 15, 2017

ALPHATEC HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

5818 El Camino Real

Carlsbad, California 92008

(Address of Principal Executive Offices)

(760) 431-9286

(Registrant’s telephone number, including area code)

Not applicable

(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:

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

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.  ☐

On May 5, 2017, Alphatec Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K announcing that Leslie H. Cross, whose term as a director on the Board of Directors expired at the annual meeting of stockholders held on June 15, 2017, had chosen not to stand for re-election at the annual meeting. In connection with his departure from the Company’s Board of Directors, Mr. Cross and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, as of June 15, 2017, all outstanding options to purchase the Company’s common stock and any restricted common stock held by Mr. Cross as of June 15, 2017, became vested and exercisable. In addition, the term during which Mr. Cross may exercise any stock option was extended until the earlier of: (i) June 15, 2019 (or the following business day if such day is not a business day of the Company), or (ii) the expiration date that would apply to such stock option. This summary of the Vesting Agreement is qualified in its entirety by reference to the full text of the Vesting Agreement, which shall be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2017.

On June 15, 2017, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s definitive proxy statement for the Annual Meeting was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2017 and describes in detail each of the seven proposed voting matters (the “Proposals”) submitted to the Company’s stockholders at the Annual Meeting. As of April 24, 2017, the record date of the Annual Meeting, there were 10,857,773 outstanding shares of the Company’s common stock. At the Annual Meeting, a quorum of 7,091,091 shares of the Company’s common stock were represented in person or by proxy. The final results for the votes cast with respect to each Proposal are set forth below.

Proposal 1

The stockholders elected each of Mortimer Berkowitz III, R. Ian Molson, David H. Mowry, Stephen E. O’Neil, Terry M. Rich, Jeffrey P. Rydin and Donald A. Williams to serve on the Company’s Board of Directors for a term of one year until the 2018 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, or until their earlier death or resignation, by the following vote:

Proposal 2

The stockholders ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2017 by the following vote:

Proposal 3

The stockholders approved the amendment and restatement of the Company’s 2016 Equity Incentive Plan by the following vote:

Proposal 4

The stockholders approved the amendment and restatement of the Company’s 2007 Employee Stock Purchase Plan by the following vote:

Proposal 5

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executed officers by the following vote:

Proposal 6

The stockholders approved, on a non-binding advisory basis, holding the non-binding advisory vote on the compensation of the Company’s named executive officers on an annual basis by the following vote:

Proposal 7

The stockholders approved the issuance of up to an aggregate of 17,525,972 shares of common stock issuable upon the conversion of outstanding shares of our Series A Convertible Preferred Stock and the exercise of outstanding warrants by the following vote:

No other items were presented for stockholder approval at the Annual Meeting.

In light of the results of the stockholder vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers, and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will hold a non-binding advisory vote on executive compensation annually until the next required vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers.

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.