(17) Subsequent Event

On July 7, 2025, the Company, and Surgalign SPV, Inc., a wholly owned subsidiary of the Company (together with the Company, the “Seller”), entered into an Asset Purchase Agreement (the “Coflex/CoFix Agreement”) with Companion Spine, LLC, a company to whom the Company has sold certain of its Coflex and CoFix products from time to time in the ordinary course of business (“Companion”), or its affiliate designee (together with Companion, the “Buyer”). Pursuant to and subject to the terms and conditions of the Coflex/CoFix Agreement, the Seller agreed to sell and assign to the Buyer certain assets relating to the Seller’s Coflex and CoFix products in the United States (the “Coflex/CoFix Business” and such assets, the “Coflex/CoFix Assets” ) and the Buyer agreed to assume certain liabilities in connection therewith (such transaction, the “Coflex/CoFix Transaction”) for a total purchase price of $17.5 million, subject to a closing inventory valuation adjustment set forth in the Coflex/CoFix Agreement (the “Coflex/CoFix Purchase Price”). Concurrently with the execution and delivery of the Coflex/CoFix Agreement, $2.5 million of the Coflex/CoFix Purchase Price was paid to the Seller as a cash deposit that is non-refundable, except in the event the Coflex/CoFix Agreement is terminated by the Buyer due to certain breaches by Seller under the Coflex/CoFix Agreement. Completion of the Coflex/CoFix Transaction is subject to the Buyer obtaining financing. Up to two additional $2.5 million cash deposits may be paid to the Seller by the Buyer in the event the Buyer requires additional time to obtain financing. The remaining balance of the Coflex/CoFix Purchase Price will be paid to the Company at the closing of the Coflex/CoFix Transaction and will consist of a cash payment of up to $6.8 million (if the two additional deposits are not made) and a $8.2 million unsecured promissory note to be issued by the Buyer to the Seller. The promissory note will mature on December 31, 2025.

Also, on July 7, 2025, the Company, Paradigm Spine GmbH, a wholly owned subsidiary of the Company engaged in the operation of the Company’s hardware business outside of the United States (“Paradigm”), simultaneously entered into an Equity Purchase Agreement (the “Paradigm Agreement” and together with the Coflex/CoFix Agreement, the “Agreements”), with Companion, pursuant to which and subject to the terms and conditions thereof, the Company agreed to sell to Companion all of its shares of equity securities of Paradigm, which constitute 100% of the issued and outstanding shares of equity securities of Paradigm (the “Paradigm Shares” and such transaction the “Paradigm Transaction” and together with the Coflex/CoFix Transaction, the “Transactions”) for a total purchase price of $1.7 million, subject to certain cash, indebtedness and net working capital adjustments set forth in the Paradigm Agreement (the “Paradigm Purchase Price”). As with the Coflex/CoFix Transaction, completion of the Paradigm Transaction is subject to Companion obtaining financing.

The completion of the Transactions is expected to occur in the third quarter of 2025, although no assurance can be provided that the closings will not be delayed or that the closings will occur. The closing of each of the Transactions is contingent on the other closing at the same time. The Agreements contain certain termination rights for the respective parties, including the right to terminate the Coflex/Cofix Agreement and Paradigm Agreement if the Coflex/CoFix Transaction or Paradigm Transaction, respectively, is not consummated by September 15, 2025, which date is subject to extension if Companion pays additional deposits to the Company.

The Coflex/CoFix Agreement and the Paradigm Agreement contain customary representations, warranties and covenants of the parties, and the completion of each of the Transactions is subject to a number of customary conditions set forth in the Agreements, which, among others, include the performance by each party of its obligations under the respective Agreement and the accuracy of the representations in each respective Agreement. Subject to certain limitations, the respective parties to the Agreements have agreed to indemnify the other party for certain matters, including breaches of representations, warranties and covenants, subject in certain cases to a $250,000 deductible and $2.0 million cap.

In addition, on July 7, 2025, the Company and certain of its subsidiaries entered into a Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan) (the “Term Loan Limited Consent”) with MidCap Financial Trust and a Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan) (the “Revolving Loan Limited Consent” and together with the Term Loan Limited Consent, the “Limited Consent Agreements”) with MidCap Funding IV Trust (collectively, with MidCap Financial Trust, “MidCap”). Under the Limited Consent Agreements, MidCap agreed, subject to the terms and conditions set forth in the Limited Consent Agreements, to, among other things, consent to the Company entering into the Coflex/CoFix Agreement and Paradigm Agreement and the consummation of the Transactions in accordance with the terms and subject to the conditions set forth therein, including the prepayment in accordance with the Term Loan Credit Agreement of $9.6 million to MidCap from the proceeds of the transactions contemplated by the Coflex/CoFix Agreement and Paradigm Agreement.