Xtant Medical Holdings, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.000001 — ch registered Common stock, par value $0.000001 per share XTNT NYSE American LLC
• $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 previously paid to the Seller in ca
• $1.8 million — ler in cash as non-refundable deposits, $1.8 million was paid to the Seller in cash at the c
• $8.2 million — the Seller in cash at the closing, and $8.2 million was paid to the Seller as an unsecured
• $1.7 million — e price of the Paradigm Divestiture was $1.7 million (the "Paradigm Purchase Price"), which
• $8.0 million — nancial Trust ("MidCap"), approximately $8.0 million of the net cash proceeds received by th
• $14.4 million — y's term loan with MidCap, resulting in $14.4 million remaining outstanding under the term lo
• $1.6 million — r 1, 2025, of which up to an additional $1.6 million will be required to be prepaid if and w

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex2-3.htm (EX-2.3) — 20KB
• ex2-4.htm (EX-2.4) — 37KB
• ex99-1.htm (EX-99.1) — 224KB
• ex99-2.htm (EX-99.2) — 14KB
• form8-k_001.jpg (GRAPHIC) — 12KB
• ex99-2_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-025963.txt ( ) — 589KB
• xtnt-20251201.xsd (EX-101.SCH) — 3KB
• xtnt-20251201_lab.xml (EX-101.LAB) — 33KB
• xtnt-20251201_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): December 1, 2025 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 664 Cruiser Lane Belgrade , Montana 59714 (Address of principal executive offices) (Zip Code) (406) 388-0480 (Registrant's telephone number, including area code) 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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.000001 per share XTNT NYSE American LLC 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 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. Item 2.01 Completion of Acquisition or Disposition of Assets. On December 1, 2025, Xtant Medical Holdings, Inc. (the "Company") and Surgalign SPV, Inc., a wholly owned subsidiary of the Company (together with the Company, the "Seller"), completed the sale of certain assets relating to the Company's Coflex and CoFix products (the "Coflex/CoFix Divestiture") to Companion Spine, LLC and one of its affiliates, Companion Spine SAS ("Companion Spine"), pursuant to the previously disclosed Asset Purchase Agreement dated July 7, 2025 between the Seller and Companion Spine (the "Coflex/CoFix Agreement"). The total purchase price of the Coflex/CoFix Divestiture was $17.5 million (subject to a closing inventory valuation adjustment set forth in the Coflex/CoFix Agreement) (the "Coflex/CoFix Purchase Price"). Of the total purchase price, an aggregate of $7.5 million was previously paid to the Seller in cash as non-refundable deposits, $1.8 million was paid to the Seller in cash at the closing, and $8.2 million was paid to the Seller as an unsecured promissory note issued by Companion Spine to the Seller at the closing (the "Companion Spine Note"). Pursuant to a subsequent amendment to the Coflex/CoFix Agreement, the Companion Spine Note will mature on January 15, 2026. Any future reduction to the Coflex/CoFix Purchase Price as a result of the closing inventory valuation adjustment will reduce the principal amount of the Companion Spine Note. Also, on December 1, 2025, the Company completed the sale of all of its shares of equity securities of Paradigm Spine GmbH, a wholly owned subsidiary of the Company engaged in the operation of the Company's hardware business outside of the United States ("Paradigm"), which constituted 100% of the issued and outstanding shares of equity securities of Paradigm (the "Paradigm Divestiture" and together with the Coflex/CoFix Divestiture, the "Divestitures"), to Companion Spine SAS pursuant to the previously disclosed Equity Purchase Agreement dated July 7, 2025 between the Company, Paradigm and Companion Spine (the "Paradigm Agreement" and together with the Coflex/CoFix Agreement, the "Divestiture Agreements"). The total purchase price of the Paradigm Divestiture was $1.7 million (the "Paradigm Purchase Price"), which was paid to the Company in cash at the closing of the Paradigm Divestiture. The Paradigm Purchase Price is subject to future adjustments for certain cash, indebtedness and net working capital of Paradigm, as set forth in the Paradigm Agreement and a subsequent amendment to the Paradigm Agreement changing the timing for such adjustments. Any future increase to the Paradigm Purchase Price based on these adjustments will be paid in cash to the Company, and any future decrease to the Paradigm Purchase Price based on these adjustments will reduce the principal amount of the Companion Spine Note, and if applicable, be paid in cash by the Company. In accordance with Arti

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