M&A - Xtant Medical Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225005078

Filing Summary: On April 15, 2025, Xtant Medical Holdings, Inc. announced the closing of a major transaction where ROS Acquisition Offshore LP, Royalty Opportunities S.àr.l, and OrbiMed Royalty Opportunities II, LP, collectively majority stockholders of the company, sold approximately 73.1 million shares of common stock at a price of $0.42 per share to Nantahala Capital Management, LLC and certain other investors. Following this transaction, Nantahala acquired 57 million of the shares, resulting in them holding about 49.1% of the company's total outstanding shares. This acquisition has led to a change in control, with Nantahala becoming the largest stockholder and gaining substantial influence over company decisions. The stock purchase agreement involved a major restructuring of the company's capital, including amendments to credit agreements and a new registration rights agreement to facilitate the resale of shares. The company also terminated an existing Investor Rights Agreement due to the change in stockholder ownership. Future risks include potential adverse effects on the common stock's market price following the resale of these shares and the company's loss of controlled company status under NYSE American regulations. Xtant plans to file a resale registration statement within 30 days for the purchased shares.

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Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225003711

Filing Summary: On April 10, 2025, Xtant Medical Holdings, Inc. reported that affiliates of OrbiMed Advisors, which are majority stockholders of the Company, entered into a Stock Purchase Agreement with Nantahala Capital Management and other investors. They agreed to sell approximately 73.1 million shares of the Company's common stock at a price of $0.42 per share. Nantahala will purchase 57.0 million shares, which will result in them holding 49.1% of the issued and outstanding shares. The closing of this sale is anticipated to occur as soon as practically possible upon completion of all necessary closing mechanics. Additionally, Xtant Medical entered into a registration rights agreement with the purchasers to file a resale registration statement within 30 days after closing. The document also outlines amendments to the Credit Agreements that adjust the definition of 'Change in Control' related to the new ownership structure and ensure that Nantahala's increased ownership does not automatically trigger a Change in Control situation.

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Form Type: 10-K

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225009391

Filing Summary: Xtant Medical Holdings, Inc. is a global medical technology company focused on orthobiologics and spinal implants. In recent developments, they entered into significant agreements, including two license agreements derived from the SimpliMax™ and SimpliGraft® products, each with a one-time upfront payment of $1.5 million and anticipated royalty payments totaling $3.75 million during 2025. However, the company faces potential revenue challenges due to changes in reimbursement policies set by the Centers for Medicare and Medicaid Services (CMS) affecting these products. Furthermore, Xtant has been active in acquisitions, notably acquiring Surgalign SPV, Inc. for $17 million, which enhances their capabilities in spinal hardware and biologics. They also acquired assets relating to Surgalign Holdings’ business through bankruptcy proceedings for $5 million, and the nanOss production operations from RTI Surgical for $2 million, which adds to their biomaterials portfolio. These strategic acquisitions aim to bolster their market position and expand their product offerings in the orthobiologics sector.

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