UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR

 

For Period Ended: September 30, 2017

 

o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR

 

For the Transition Period Ended: ________________________________

 

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

PART I -- REGISTRANT INFORMATION

 

Xtant Medical Holdings, Inc.

Full Name of Registrant

 

Former Name if Applicable

 

644 Cruiser Lane

Address of Principal Executive Office (Street and Number)

 

Belgrade, Montana 59714

City, State and Zip Code

 

 

PART II -- RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Xtant Medical Holdings, Inc.’s (the “Company”) Quarterly Report on Form 10-Q (“Form 10-Q”) for the period ended September 30, 2017 cannot be filed within the prescribed time period due to a delay in obtaining and compiling information required to be included in the Form 10-Q, including but not limited to information required to complete the presentation of its financial statements and the analysis thereof, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company intends to file the Form 10-Q as soon as practicable, and expects to do so on or before the fifth calendar day following the due date of the Form 10-Q.

 

PART IV -- OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

 

Carl O’Connell	(406)	388-0480
(Name)	(Area Code)	(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes x Noo

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes o  No x

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Cautionary Note Regarding Forward-Looking Statements

 

All statements included or incorporated by reference in this late filing other than statements or characterizations of historical fact, are “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our “expectations,” “hopes,” “beliefs,” “intentions,” or “strategies” regarding the future.  In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should” and “would,” as well as similar expressions, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward looking. The forward-looking statements contained in this late filing are based on our current expectations and beliefs concerning future developments and their potential effects on us.  There can be no assurance that future developments affecting us will be those that we have anticipated.  These forward-looking statements involve a number of risks, uncertainties, or assumptions, many of which are beyond our control, which may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  These risks and uncertainties include, but are not limited to, those factors described in the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2016.  Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

 

 

Xtant Medical Holdings, Inc.

 (Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  November 9, 2017	By:	/s/  Carl O’Connell
		Carl O’Connell
		Chief Executive Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.