8-K

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): February 19, 2019

SeaSpine Holdings Corporation

(Exact name of registrant as specified in its charter)

Delaware	001- 36905	47-3251758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5770 Armada Drive, Carlsbad, California		92008
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 727-8399

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:

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

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

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

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

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 x

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2019, our board of directors unanimously voted to increase the authorized number of our directors and to elect Kimberly J. Commins-Tzoumakas and Renee Gaeta to fill the newly created directorships, effective that day. Ms. Commins-Tzoumakas and Ms. Gaeta were each elected as Class II directors and will next be up for election at our 2020 annual meeting of stockholders.

Ms. Commins-Tzoumakas and Ms. Gaeta were each elected upon the recommendation of our nominating and corporate governance committee. Our board of directors determined that each of Ms. Commins-Tzoumakas and Ms. Gaeta qualify as an independent director under applicable SEC and Nasdaq rules. There was no arrangement or understanding between Ms. Commins-Tzoumakas or Ms. Gaeta and any other person under which either of them were elected. As of the date of this report, neither Ms. Commins-Tzoumakas nor Ms. Gaeta have been appointed to a committee of our board of directors.

Ms. Commins-Tzoumakas and Ms. Gaeta will each be compensated in accordance with our standard compensation policies and practices for non-employee directors, the components of which were disclosed in our proxy statement for our 2018 annual meeting of stockholders dated April 19, 2018, and which consists of annual retainers and equity-based compensation. In accordance with our standard compensation policies and practices for non-employee directors, upon election to our board of directors, each of Ms. Commins-Tzoumakas and Ms. Gaeta was granted a restricted stock award covering 5,920 shares of our common stock, which is equal to $100,000 divided by the per share fair market value of our common stock on the date of their election, and which will vest in full on the one-year anniversary of the grant date, subject to continued service through the vesting date and subject to earlier vesting upon death or disability. We also entered into our standard director and officer indemnification agreement with each of Ms. Commins-Tzoumakas and Ms. Gaeta.

Also on February 19, 2019, Cheryl R. Blanchard, Ph.D. tendered her resignation from our board of directors and each of its committees, effective May 30, 2019, the day following our scheduled annual meeting of stockholders. Dr. Blanchard is one of our independent directors and currently serves on the audit committee and chairs the compensation committee of our board of directors. Dr. Blanchard’s decision to resign was not a result of any disagreement with us on any matter relating to our operations, policies or practices.

We issued a press release announcing the matters described above, a copy of which is furnished as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press release dated February 19, 2019

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.

		SeaSpine Holdings Corporation
		By:	/s/ Patrick Keran
			Name: Patrick Keran
			Title: Vice President, General Counsel
Date:	February 19, 2019

EX-99.1

Exhibit 99.1

SeaSpine Appoints Kim Commins-Tzoumakas and Renee Gaeta to its Board of Directors

CARLSBAD, CA. (February 19, 2019) - SeaSpine Holdings Corporation (NASDAQ: SPNE), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, announced today the appointment of Kim Commins-Tzoumakas and Renee Gaeta as members of the Company’s Board of Directors, effective February 19, 2019. The Company also announced that Cheryl Blanchard, Ph.D., a member of the Board of Directors since the Company’s spin-off in July 2015, intends to resign, effective May 30, 2019.

“I am delighted to welcome Kim and Renee to our board of directors,” said Keith Valentine, President and Chief Executive Officer. “Given their rich experience guiding and growing successful medical device and healthcare companies, Kim and Renee will add complementary experience that will help SeaSpine navigate the ever-evolving healthcare landscape. We thank Cheryl for her many contributions to our Board.”

“I’ve thoroughly enjoyed my time with SeaSpine and believe it is well-positioned to continue to innovate and take market share,” said Dr. Blanchard. “I’m proud of what we’ve built and the benefits we provide to surgeons and their patients.”

Kim Commins-Tzoumakas currently is Chief Executive Officer of 21^st Century Oncology, responsible for all U.S. and International operations and has served as part of the leadership team for the company since 2014.  Prior, Ms. Commins-Tzoumakas spent more than two decades in health care leadership roles, including advising national health care companies faced with financial and regulatory challenges.  She has also advised boards on strategic partnering, growth and sale opportunities, as well as served as a counselor and advisor to several non-profit and for-profit boards throughout her career.  Ms. Commins-Tzoumakas' expertise centers around strategic planning and growth, physician relations and strategic partnerships.  She also served as the Managing Partner of the Michigan Office of Hall Render and as a board member for many years.

Renee Gaeta currently is Chief Financial Officer of Establishment Labs Holdings, Inc., a global, medical device and aesthetics company that designs, develops, manufactures and markets a portfolio of advanced silicone-filled breast and body shaping implants. Previously, she was Vice President, Corporate Controller at Sientra, Inc., a medical aesthetics company. Prior, Ms. Gaeta worked at KPMG, LLP, from 2004 to 2014, where she managed multiple global clients and specialized in complex transaction and restructuring deals. Ms. Gaeta is a Certified Public Accountant in the State of California.

“Board diversity has been a goal at SeaSpine and we are pleased to be driving this initiative forward as we welcome two individuals of the caliber of Kim and Renee to our Board,” said Kirtley C. Stephenson, Chair of the Board of Directors. “I am looking forward to working with these dynamic leaders in the medical technology field. Their combined experience in operations, strategy and finance in the health care sector will be a valuable addition to our team.”

About SeaSpine

SeaSpine (www.seaspine.com) is a global medical technology company focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. SeaSpine has a comprehensive portfolio of orthobiologics and spinal implants solutions to meet the varying combinations of products that neurosurgeons and orthopedic spine surgeons need to perform fusion procedures on the lumbar, thoracic and cervical spine. SeaSpine’s orthobiologics products consist of a broad range of advanced and traditional bone graft substitutes that are designed to improve bone fusion rates following a wide range of orthopedic surgeries, including spine, hip, and extremities procedures. SeaSpine’s spinal implants portfolio consists of an extensive line of products to facilitate spinal fusion in degenerative, minimally invasive surgery (MIS), and complex spinal deformity procedures. Expertise in both orthobiologic sciences and spinal implants product development allows SeaSpine to offer its surgeon customers a differentiated portfolio and a complete procedural solution to meet their fusion requirements. SeaSpine currently markets its products in the United States and in approximately 30 countries worldwide.

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Investor Relations Contact

Lynn Pieper Lewis

(415) 937-5402

ir@seaspine.com