OrbiMed Files 13D/A Amendment for Xtant Medical

TL;DR

OrbiMed updated their Xtant Medical stake filing. Watch for potential moves.

AI Summary

OrbiMed Advisors LLC and OrbiMed ROF II LLC have filed an amendment (No. 12) to their Schedule 13D for Xtant Medical Holdings, Inc. on September 10, 2024. This filing indicates a change in beneficial ownership, though specific new holdings or percentage changes are not detailed in the provided text. The filing relates to common stock of Xtant Medical Holdings, Inc.

Why It Matters

This filing signals a potential shift in significant ownership stakes, which could influence the stock's trading activity and future corporate actions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can precede significant market movements or strategic shifts by large shareholders.

Key Players & Entities

• OrbiMed Advisors LLC (company) — Filing entity
• OrbiMed ROF II LLC (company) — Filing entity
• Xtant Medical Holdings, Inc. (company) — Subject company
• 20240910 (date) — Filing date

FAQ

Key Financial Figures

• $0.000001 — pon 138,710,402 shares of common stock, $0.000001 per share, outstanding of Xtant Medical
• $250,000 — ) issue new securities; (ii) incur over $250,000 of debt in a fiscal year; (iii) sell or
• $125,000 — ear; (v) make capital expenditures over $125,000 individually, or $1.5 million in the ag
• $1.5 million — nditures over $125,000 individually, or $1.5 million in the aggregate during a fiscal year;

Filing Documents

• ss3849381_sc13da.htm (SC 13D/A) — 83KB
• ss3849381_ex9901.htm (EX-99.1) — 5KB
• 0000947871-24-000749.txt ( ) — 90KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 12 (" Amendment No. 12 ") to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC originally filed with the Securities and Exchange Commission (the " SEC ") on May 30, 2017 with Samuel D. Isaly as an additional reporting person, as amended by Amendment No. 1 thereto filed with the SEC on January 17, 2018, Amendment No. 2 thereto filed with the SEC on February 15, 2018, Amendment No. 3 thereto filed with the SEC on September 19, 2018, Amendment No. 4 thereto filed with the SEC on April 4, 2019, Amendment No. 5 thereto filed with the SEC on May 20, 2020, Amendment No. 6 thereto filed with the SEC on October 5, 2020, Amendment No. 7 thereto filed with the SEC on February 26, 2021, Amendment No. 8 thereto filed with the SEC on April 9, 2021, Amendment No. 9 thereto filed with the SEC on August 30, 2022, Amendment No. 10 thereto filed with the SEC on May 5, 2023, and Amendment No. 11 thereto filed with the SEC on August 3, 2023. This Amendment No. 12 relates to the common stock, par value $0.000001 per share (the " Shares "), of Xtant Medical Holdings, Inc., a Delaware corporation (the " Issuer "), with its principal offices located at 664 Cruiser Lane, Belgrade, Montana 59714. The Shares are listed on the NYSE American LLC under the ticker symbol "XTNT". This Amendment No. 12 is being filed to report that the percentage of outstanding Shares that the Reporting Persons (as defined below) may be deemed to beneficially own decreased by more than 1% as a result of a change in the number of Shares outstanding.

Identity and Background

Item 2. Identity and Background (a) This Amendment No. 12 is being filed by OrbiMed Advisors LLC (" OrbiMed Advisors ") and OrbiMed ROF II LLC (" OrbiMed ROF ") (collectively, the " Reporting Persons "). (b) — (c), (f) OrbiMed Advisors, a limited liability company organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member or general partner of certain entities as more particularly described in Item 6 below. OrbiMed Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. OrbiMed ROF, a limited liability company organized under the laws of Delaware, is the general partner of OrbiMed Royalty Opportunities II, LP (" ORO II ") as more particularly described in Item 6 below. OrbiMed ROF has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022. The directors and executive officers of OrbiMed Advisors and OrbiMed ROF are set forth on Schedules I and II, attached hereto. Schedules I and II set forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation of employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d) — (e) During the last five years, neither the Reporting Persons nor any Person named in Schedules I and II has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration Not applicable.

Purpose of Transaction

Item 4. Purpose of Transaction The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's Shares in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of Shares or otherwise, they may acquire Shares or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the Shares currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions. Except as set forth in this Amendment No. 12, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Directors, (e) any material change in the Issuer's capitalization or dividend policy of the Issuer, (f) any oth

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) — (b) The following disclosure is based upon 138,710,592 Shares outstanding of the Issuer as set forth in the Issuer's Registration Statement on Form S-3, filed with the SEC on September 3, 2024. As of the date of this filing, ROS Acquisition Offshore LP (" ROS Acquisition "), a Cayman Islands exempted limited partnership, holds 56,004,974 Shares, constituting approximately 40.4% of the issued and outstanding Shares. OrbiMed Advisors, pursuant to its authority as the investment manager of ROS Acquisition, has the power to direct the vote and to direct the disposition of the Shares held by ROS Acquisition. As a result, OrbiMed Advisors may be deemed to indirectly beneficially own the Shares held by ROS Acquisition. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by ROS Acquisition. In addition, OrbiMed Advisors, pursuant to its authority as investment manager of ROS Acquisition, caused ROS Acquisition to enter into the agreements referred to in

below

Item 6 below. As of the date of this filing, ORO II, a limited partnership organized under the laws of Delaware, holds 17,109,618 Shares, constituting approximately 12.3% of the issued and outstanding Shares. OrbiMed ROF is the general partner of ORO II, pursuant to the terms of the limited partnership agreement of ORO II, and OrbiMed Advisors is the managing member of OrbiMed ROF, pursuant to the terms of the limited liability company agreement of OrbiMed ROF. As a result, OrbiMed Advisors and OrbiMed ROF share power to direct the vote and disposition of the Shares held by ORO II and may be deemed directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the Shares held by ORO II. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the Shares held by ORO II. In addition, OrbiMed Advisors, pursuant to its authority under the limited liability company agreement of OrbiMed ROF, and OrbiMed ROF, pursuant to its authority under the limited partnership agreement of ORO II, caused ORO II to enter into the agreements referred to in Item 6 below. (c) The Reporting Persons have not effected any transactions in any Shares during the past sixty (60) days. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer OrbiMed ROF is the general partner of ORO II, pursuant to the terms of the limited partnership agreement of ORO II. Pursuant to this agreement and relationship, OrbiMed ROF has discretionary investment management authority with respect to the assets of ORO II. Such authority includes the power to vote and otherwise dispose of securities held by ORO II. The number of outstanding Shares of the Issuer attributable to ORO II is 17,109,618. OrbiMed ROF, pursuant to its authority under the limited partnership agreement of ORO II, may be considered to hold indirectly 17,109,618 Shares. OrbiMed Advisors is the managing member of OrbiMed ROF pursuant to the terms of the limited liability company agreement of OrbiMed ROF and is the investment manager of ROS Acquisition. Pursuant to these relationships, OrbiMed Advisors has discretionary investment management authority with respect to the assets of ROS Acquisition and, together with OrbiMed ROF, ORO II. Such authority includes the power of OrbiMed Advisors to vote and otherwise dispose of securities held by ROS Acquisition and ORO II. The aggregate number of fully diluted Shares held by ROS Acquisition is 56,004,974 and the aggregate number of fully diluted shares owned by ORO II is 17,109,618. OrbiMed Advisors may be considered to hold indirectly 73,114,592 Shares. Registration Rights Agreement On October 1, 2020, the Issuer entered into a Registration Rights Agreement (the " Registration Rights Agreement ") with ROS Acquisition and ORO II. Upon demand, the Registration Rights Agreement requires the Issuer to, among other things, file with the SEC a shelf registration time to time, of the Shares issued to ROS Acquisition and ORO II pursuant to the transactions described in the Restr

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed ROF II LLC. 2. Investor Rights Agreement, dated February 14, 2018, among Xtant Medical Holdings, Inc., OrbiMed Royalty Opportunities II, LP, ROS Acquisition Offshore LP, Park West Partners International, Limited and Park West Investors Master Fund, Limited (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed with the SEC on February 16, 2018 (File No. 001-34951)). 3. Amendment No. 1 to Investor Rights Agreement, dated May 2, 2023, among Xtant Medical Holdings, Inc., OrbiMed Royalty Opportunities II, LP and ROS Acquisition Offshore LP (incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (File No. 001-34951)). 4. Registration Rights Agreement dated October 1, 2020 by and among Xtant Medical Holdings, Inc., OrbiMed Royalty Opportunities II, LP, and ROS Acquisition Offshore LP (filed as Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on October 1, 2020 (File No. 001-34951)). Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 10, 2024 ORBIMED ADVISORS LLC By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member ORBIMED ROF II LLC By: ORBIMED ADVISORS LLC, its Managing Member By: /s/ Carl L. Gordon Name: Carl L. Gordon Title: Member of OrbiMed Advisors LLC SCHEDULE I The names and present principal occupations of each of the executive officers and directors of OrbiMed Advisors LLC are set forth below. Unless otherwise noted, each of these persons is a United States citizen and has a business address of 601 Lexington Avenue, 54th Floor, New York, NY 10022. Name Position with Reporting Person Principal Occupation Carl L.

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View this SC 13D/A filing on SEC EDGAR