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): September 5, 2018

AMEDICA CORPORATION
(Exact name of registrant as specified in its charter)

1885 West 2100 South

Salt Lake City, UT 84119

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (801) 839-3500

N/A
(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 [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. [  ]

On September 5, 2018, Amedica Corporation, a Delaware corporation (the “Company”), and US Spine Inc., a Delaware corporation and wholly owned subsidiary of the Company (“US Spine”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with CTL Medical Corporation, a Delaware corporation (“CTL”), and, pursuant to which the Company and US Spine will, among other things, sell, transfer, and assign to CTL certain assets and liabilities related to the Company’s and US Spine’s business of developing, manufacturing, distributing, and selling spinal implant products that incorporate silicon nitride technology (the “Silicon Nitride Products”), metal-based spinal implant products, PEEK spinal implant products, biologics, including all rights to the name “Amedica” (all such assets and products to be sold are referred to herein as the “Sold Assets”). The transactions contemplated by the Purchase Agreement are referred to herein as the “Transactions”. The Company will continue to manufacture the Silicon Nitride Products for CTL for ten years following the closing of the Transactions (the “Closing”) pursuant to an exclusive manufacturing arrangement described in the Purchase Agreement, and the Company will continue to manufacture and own all rights to silicon nitride products for other non-spinal biomedical applications (the “Amedica Products”)following the Closing. In addition, the Company will continue to own the patents claiming the manufacture of the Silicon Nitride Products and the Amedica Products and the related know how required for such manufacture.

As consideration for the Transaction, CTL will pay the Company up to $10.0 million as follows:

CTL’s payment obligations will be secured by a second lien on the Sold Assets (subordinate to North Stadium Investments, LLC) and a personal guarantee from Daniel Chon, who is the President of CTL. Mr. Chon’s personal guarantee will terminate upon CTL’s payment in full of the North Stadium Note.

The Transactions are subject to customary closing conditions. The Purchase Agreement contains representations, warranties, and covenants of the parties customary for a transaction of this type, including, among other things, a covenant of the Company not to solicit alternative transactions or to provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to allow the Company’s Board of Directors to exercise its fiduciary duties.

The Purchase Agreement may be terminated under certain circumstances, including in specified circumstances in connection with superior proposals. Upon the termination of the Purchase Agreement by the Company in the event the Company has accepted a superior proposal, the Company will be required to pay CTL a termination fee of $300,000. If either the Company or CTL have not completed their respective conditions precedent by October 1, 2018, then the other party may terminate the Purchase Agreement.

The Company and CTL have agreed to customary indemnification obligations with respect to breaches of the representations and warranties contained in the Purchase Agreement.

The Company and CTL have agreed to enter into certain restrictive covenants as part of the Transactions. These restrictive covenants include the following:

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

The Purchase Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Purchase Agreement. They are not intended to provide any other factual information about the Company or CTL or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or CTL or any of their respective subsidiaries, affiliates, businesses or stockholders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures or statements by the Company or CTL. Accordingly, investors should read the representations and warranties in the Purchase Agreement not in isolation but only in conjunction with the other information about the Company or CTL and their respective subsidiaries that the respective companies include in reports, statements and other filings made with the SEC.

On September 6, 2018, the Company and CTL issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

EXHIBIT INDEX

* Schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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.