Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 23, 2020, the Board of Directors (the “Board”) of Surgalign Holdings, Inc. (the “Company”), on the recommendation of the Nominating & Governance Committee of the Board, voted to increase the size of the Board from eight to nine directors and to appoint Pawel (Paul) Lewicki, PhD, to fill the newly created directorship, effective immediately, and to serve until his successor shall be elected and shall qualify, subject, however, to his prior death, resignation or removal.
Dr. Lewicki and the Company are parties to the previously announced Stock Purchase Agreement, dated as of September 29, 2020 (as amended, the “Purchase Agreement”), by and among the Company, Roboticine, Inc, a Delaware corporation (the “Seller”), Holo Surgical S.A., a Polish joint-stock company, Pawel Lewicki, PhD, and Krzysztof Siemionow, MD, PhD, pursuant to which, on October 23, 2020, the Company acquired (the “Acquisition”) from the Seller of the issued and outstanding equity interests in Holo Surgical Inc., a Delaware corporation. Dr. Lewicki indirectly owns approximately 57.5% of the outstanding ownership interests in the Seller. For further information regarding the Purchase Agreement, including the consideration for the Acquisition, see the description contained in Item 1.01 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 5, 2020, which is hereby incorporated into this Item 5.02. The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the amendment thereto, which were filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on October 5, 2020 and as Exhibit 99.2 to the Current Report on Form 8-K filed by the Company with the SEC on October 23, 2020, and the terms of which are incorporated by reference herein.
There is no arrangement or understanding between Dr. Lewicki and any other persons pursuant to which he was selected as a director of the Company.
As a non-employee director, Dr. Lewicki will be compensated for his services in the manner consistent with that of the Company’s other non-employee directors, as discussed in the Company’s filings with the SEC. It is expected that the Company will also enter into its standard form of indemnification agreement with Dr. Lewicki in connection with his appointment to the Board.