M&A - Nantahala Capital Management, LLC

Form Type: SCHEDULE 13D

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925036047

Filing Summary: On April 10, 2025, Nantahala Capital Management, LLC, along with Nantahala Capital Partners Limited Partnership and other affiliated entities, entered into a Stock Purchase Agreement with ROS Acquisition Offshore LP, Royalty Opportunities S.ar.l, and OrbiMed Royalty Opportunities II. The Nantahala Investors agreed to purchase 57.0 million shares of Common Stock from the Sellers at a price of $0.42 per share, totaling approximately $23.94 million. Prior to this acquisition, the Nantahala Investors already held 11,394,000 shares of Common Stock from previous investments. The purchase was consummated on April 14, 2025, with the Nantahala Investors using available cash. The Reporting Persons intend to continuously review their investment in Xtant Medical Holdings, assessing future actions such as possible communications with the Issuer's management and board, making proposals concerning changes to capitalization or operations, and possible future transactions with respect to their holdings. Furthermore, on the same date of the purchase, Nantahala Investors entered into a registration rights agreement with the Issuer, which mandates that the Issuer will file a resale registration statement within 30 days of consummation, which should be declared effective within 60 days.