Xtant Medical Divests Assets, Faces $18.7M Revenue Headwind in 2026

TL;DR

**XTNT is shedding non-core assets but faces a massive revenue cliff in 2026 from reimbursement changes, making it a high-risk bet on new product launches.**

AI Summary

Xtant Medical Holdings, Inc. reported $18.7 million in license revenue in 2025, primarily from its SimpliMax product, which is not expected to recur in 2026 due to changes in reimbursement effective January 1, 2026. This change will also adversely affect a portion of product revenue and gross margins in 2026. The company completed the sale of its Coflex and CoFix assets to Companion Spine, LLC for $17.5 million on December 1, 2025, with $7.5 million in cash deposits, $1.8 million cash at closing, and an $8.2 million promissory note paid by February 27, 2026. Additionally, Xtant Medical sold its international hardware business, Paradigm Spine GmbH, to Companion Spine SAS for $3.9 million on December 1, 2025, receiving $1.7 million cash at closing and $2.2 million by February 27, 2026. The aggregate purchase price for both divestitures totaled $21.4 million. Xtant Medical is focusing on four key growth initiatives: introducing new products like nanOss Strata and Trivium, expanding its distribution network, penetrating adjacent markets, and leveraging strategic acquisitions.

Why It Matters

Xtant Medical's divestiture of Coflex/CoFix assets and its international hardware business for $21.4 million signals a strategic pivot, potentially streamlining operations and focusing on its core orthobiologics and spinal implant portfolio. However, the non-recurrence of $18.7 million in SimpliMax license revenue in 2026 due to reimbursement changes poses a significant challenge, impacting future profitability and gross margins. Investors need to assess if the new product launches like nanOss Strata and expanded distribution can offset this substantial revenue loss, especially in a competitive medical technology market dominated by larger players. Employees and customers of the divested businesses will transition to Companion Spine, LLC, while Xtant's remaining workforce will focus on the refined product strategy.

Risk Assessment

Risk Level: high — The company explicitly states that $18.7 million in license revenue from SimpliMax in 2025 "likely will not repeat in 2026" due to reimbursement changes effective January 1, 2026. This significant revenue loss, coupled with an adverse impact on product revenue and gross margins, represents a substantial financial headwind for a smaller reporting company, indicating high operational and financial risk.

Analyst Insight

Investors should exercise extreme caution and thoroughly evaluate Xtant Medical's ability to offset the projected $18.7 million revenue loss in 2026. Monitor the performance of newly launched products like nanOss Strata and the expansion of its distribution network closely, as these are critical to mitigating the impact of the SimpliMax reimbursement changes.

Financial Highlights

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net Income

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revenue Growth

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Revenue Breakdown

Key Numbers

• $18.7M — License Revenue (Recognized in 2025, not expected to repeat in 2026 due to reimbursement changes.)
• $17.5M — Coflex/CoFix Divestiture Price (Total purchase price for Coflex/CoFix assets sold to Companion Spine, LLC.)
• $3.9M — Paradigm Divestiture Price (Total purchase price for Paradigm Spine GmbH sold to Companion Spine SAS.)
• $21.4M — Aggregate Divestiture Price (Total proceeds from the sale of Coflex/CoFix assets and Paradigm Spine GmbH.)
• 140,068,260 — Shares Outstanding (As of March 25, 2026.)
• $45.0M — Market Value of Non-Affiliate Common Stock (As of June 30, 2025.)

Key Players & Entities

• Xtant Medical Holdings, Inc. (company) — registrant
• XTNT (company) — ticker symbol
• Companion Spine, LLC (company) — acquirer of Coflex/CoFix assets
• Companion Spine SAS (company) — acquirer of Paradigm Spine GmbH
• Paradigm Spine GmbH (company) — divested international hardware business
• SimpliMax (company) — product facing reimbursement changes
• nanOss Strata (company) — recently launched product
• Trivium (company) — next-generation demineralized bone matrix
• $18.7 million (dollar_amount) — license revenue in 2025 not expected to repeat in 2026
• $21.4 million (dollar_amount) — aggregate purchase price for divestitures

FAQ

Risk Factors

• Dependence on Key Products and Reimbursement Changes [high — financial]: The company's revenue is significantly impacted by product performance and reimbursement policies. The $18.7 million in license revenue from SimpliMax in 2025 is not expected to recur in 2026 due to changes in reimbursement effective January 1, 2026. This change will also adversely affect a portion of product revenue and gross margins in 2026.
• Divestiture of Non-Core Assets [medium — operational]: Xtant Medical has divested significant assets, including Coflex and CoFix for $17.5 million and its international hardware business (Paradigm Spine GmbH) for $3.9 million. While this generated aggregate proceeds of $21.4 million, it represents a strategic shift away from these product lines.
• Reliance on Independent Distributors [medium — operational]: The company promotes its products in the United States through independent distributors and stocking agents, and internationally through stocking distribution partners. This model can create challenges in direct control over sales efforts and market penetration.
• Product Development and Commercialization Risks [medium — regulatory]: The company's growth strategy relies on introducing new products such as nanOss Strata, CollagenX, OsteoFactor Pro, and Trivium. There is inherent risk in the development, regulatory approval, and successful commercialization of these new products.

Industry Context

Xtant Medical operates in the global medical technology sector, specifically focusing on orthobiologics and spinal implant fixation systems. The market involves companies developing solutions for spinal fusion, trauma, and other orthopedic applications. Key trends include the development of advanced synthetic bone grafts, biologics for wound closure, and innovative fixation systems, alongside strategic acquisitions and distribution network expansion.

Regulatory Implications

Changes in reimbursement policies, such as those impacting the SimpliMax product from January 1, 2026, pose a significant regulatory and financial risk. The company must navigate these changes to maintain product revenue and profitability. Furthermore, the development and commercialization of new products require adherence to stringent FDA regulations and other global health authority requirements.

What Investors Should Do

1. Monitor 2026 revenue and margin impact from reimbursement changes.
2. Assess the success of new product introductions.
3. Evaluate the effectiveness of distribution network expansion.
4. Analyze the financial impact of recent divestitures.

Key Dates

• 2025-12-01: Sale of Coflex and CoFix assets to Companion Spine, LLC — Generated $17.5 million in proceeds, part of a strategic divestiture.
• 2025-12-01: Sale of international hardware business (Paradigm Spine GmbH) to Companion Spine SAS — Generated $3.9 million in proceeds, further streamlining the company's portfolio.
• 2026-01-01: Changes in reimbursement effective date — Adversely impacts SimpliMax license revenue and product revenue/gross margins in 2026.
• 2026-02-27: Promissory note from Coflex/CoFix sale paid — Completion of cash collection for the Coflex/CoFix asset sale, totaling $8.2 million.
• 2026-02-27: International hardware business sale payment received — Completion of cash collection for the Paradigm Spine GmbH sale, totaling $2.2 million.
• 2026-03-25: Shares Outstanding as of — 140,068,260 shares outstanding, relevant for per-share calculations and market capitalization.

Glossary

Orthobiologics

Biologic materials used in orthopedic surgery to promote bone healing and regeneration. (Xtant Medical designs, develops, and commercializes a portfolio of these products for spinal fusion and other surgical applications.)

Spinal Implant Fixation Systems

Devices used to stabilize and fuse vertebrae in the spine. (A core part of Xtant Medical's product offering for complex spine, deformity, and degenerative procedures.)

Independent Distributors

Third-party sales representatives or companies that sell products on behalf of a manufacturer. (Xtant Medical relies on this model for promoting its products in the US and internationally, impacting sales reach and control.)

Demineralized Bone Matrix (DBM)

A type of bone graft material derived from bone that has had its mineral content removed, leaving the organic matrix, which contains growth factors. (Trivium is described as a next-generation DBM, indicating its importance in the company's product pipeline.)

Allograft

A tissue graft from a donor of the same species but different individual. (Xtant Medical offers allografts such as OsteoVive Plus and amniotic membrane allografts, used in surgical repair.)

Year-Over-Year Comparison

The provided 10-K excerpt focuses on the current reporting period and does not contain comparative data from a previous filing. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks versus the prior year cannot be made based on this information.

Key Financial Figures

• $0.000001 — ch registered Common stock, par value $0.000001 per share XTNT NYSE American LLC
• $18.7 million — elsewhere in this report, we recognized $18.7 million in license revenue in 2025 that likely
• $17.5 million — ice of the Coflex/CoFix Divestiture was $17.5 million (subject to a closing inventory valuati
• $7.5 million — e total purchase price, an aggregate of $7.5 million was paid to us in cash as non-refundabl
• $1.8 million — ring third and fourth quarters of 2025, $1.8 million was paid to us in cash at the closing,
• $8.2 million — paid to us in cash at the closing, and $8.2 million was paid to us as an unsecured promisso
• $8.5 m — the related accrued interest, totaling $8.5 million, was paid to us on February 27, 2
• $3.9 million — e price of the Paradigm Divestiture was $3.9 million (the "Paradigm Purchase Price"), $1.7 m
• $1.7 million — illion (the "Paradigm Purchase Price"), $1.7 million of which was paid to us in cash at the
• $2.2 million — closing of the Paradigm Divestiture and $2.2 million of which was paid to us on February 27,
• $21.4 million — ssociated with the two Divestitures was $21.4 million. 3 Industry and Market Overview T

Filing Documents

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Business

Business 3 Item 1 A.

Risk Factors

Risk Factors 16 Item 1 B. Unresolved Staff Comments 43 Item 1 C. Cybersecurity 43 Item 2.

Properties

Properties 44 Item 3.

Legal Proceedings

Legal Proceedings 44 Item 4. Mine Safety Disclosures 44 PART II 45 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45 Item 6. Reserved 45 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 46 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 52 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 76 Item 9A.

Controls and Procedures

Controls and Procedures 76 Item 9B. Other Information 76 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 76 PART III 77 Item 10. Directors, Executive Officers and Corporate Governance 77 Item 11.

Executive Compensation

Executive Compensation 83 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 93 Item 13. Certain Relationships and Related Transactions, and Director Independence 95 Item 14. Principal Accountant Fees and Services 97 PART IV 98 Item 15. Exhibit and Financial Statement Schedules 98 Item 16. Form 10-K Summary 103 This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are subject to the safe harbor created by those sections. For more information, see " Cautionary Statement Regarding Forward-Looking Statements ." As used in this report, the terms "we," "us," "our," "Xtant," "Xtant Medical," and the "Company" mean Xtant Medical Holdings, Inc. and our consolidated wholly owned subsidiaries, unless the context indicates another meaning. We own various unregistered trademarks and service marks, including our corporate logo. Solely for convenience, the trademarks and trade names in this report are referred to without the and symbols, but such references should not be construed as any indicator that the owner of such trademarks and trade names will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend the use or display of other companies' trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. We include our website address throughout this report for reference only. The information contained on or connected to our website is not incorporated by reference into this report. We are a "smaller reporting company" as that term is defined in Rule 12b-2 promulgated under the Exchange Act. Accordingly, this report reflects the scaled reporting requirements of smaller reporting companies as set forth in Regulation S-K, promulgated under the Exchange Act

Business

Item 1. Business Overview Xtant Medical Holdings, Inc. is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant fixation systems to facilitate spinal fusion in complex spine, deformity, and degenerative procedures. Our products are used by orthopedic spine surgeons and neurosurgeons to treat a variety of spinal disorders in the cervical, thoracolumbar, and interbody spine. In addition, Xtant's biologics are utilized in trauma, foot and ankle, sports medicine, total joint, along with several surgical repair and wound care applications. We promote our products in the United States through independent distributors and stocking agents, supported by direct employees. We have an extensive sales channel of independent commissioned agents and stocking distributors in the United States representing some or all of our products. We also maintain a national accounts program to enable our agents to gain access to integrated delivery network ("IDN") hospitals and through group purchasing organizations ("GPOs"). We have biologics contracts with major GPOs, as well as extensive access to IDNs across the United States for both biologics and spine hardware systems. While our focus is the United States market, we promote and sell our products internationally through stocking distribution partners in Europe, Canada, Mexico, South America, and certain Pacific region countries. We have recently made and intend to continue to make measured and targeted investments in the expansion of our commercial team to support our new products and maximize the reach of our broad portfolio of orthobiologics solutions. We have focused and intend to continue to focus primarily on four key growth initiatives: (1) introduce new products, including our recently launched nanOss Strata, an advanced synthetic bone graft designed to closely resemble natural bone; CollagenX, a bovine collagen particu

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