UNITED STATES
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): April 17, 2018
| Xtant Medical Holdings, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 001-34951 | 20-5313323 |
| (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 (see General Instruction A.2. below):
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 | Regulation FD Disclosure. |
The Company issued a press release on April 17, 2018, entitled “Xtant Medical Holdings, Inc. Announces Record Date for Proposed Rights Offering,” which is attached as Exhibit 99.1 and incorporated herein.
The information in this Item 7.01 and the document attached as Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor otherwise subject to the liabilities of that section, nor incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release of Xtant Medical Holdings, Inc., dated April 17, 2018, entitled “Xtant Medical Holdings, Inc. Announces Record Date for Proposed Rights Offering.” |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 17, 2018 | |
| XTANT MEDICAL HOLDINGS, INC. | |
| By: /s/ Carl D. O’Connell | |
| Name: Carl D. O’Connell | |
| Title: Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release of Xtant Medical Holdings, Inc., dated April 17, 2018, entitled “Xtant Medical Holdings, Inc. Announces Record Date for Proposed Rights Offering.” |
Exhibit 99.1
Xtant Medical Holdings, Inc. Announces Record Date for Proposed Rights Offering
BELGRADE, MT / ACCESSWIRE / April 17, 2018 / Xtant™ Medical Holdings, Inc. (NYSE American: XTNT) announced today that it has set April 27, 2018 as the record date for a proposed rights offering of its shares of common stock.
At the commencement of the rights offering, each holder of common stock will receive 0.0869816 non-transferable subscription rights for each share of common stock held on the record date. Each whole subscription right will entitle the holder to purchase one share of the Company’s common stock for $7.20 in cash. In addition, holders as of the record date will have over-subscription rights, pursuant to which they may be able to purchase additional shares at the subscription price, to the extent that not all subscription rights are exercised, subject to certain limitations. The Company expects that subscription materials will be mailed on or about May 18, 2018 to holders of the Company’s common stock as of the record date, and that the rights offering will close on or about June 18, 2018. The Company may extend the rights offering for additional periods of time in its sole discretion.
A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission, but has not yet become effective. The shares of common stock issuable in the rights offering may not be sold nor may offers to buy such common stock be accepted prior to the time the registration statement becomes effective. The rights offering will be made only by means of a prospectus that meets the requirements of the Securities Act of 1933, as amended.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of common stock issuable in the rights offering, nor will there be any sale of such common stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Xtant™ Medical Holdings, Inc.
Xtant Medical Holdings, Inc. (NYSE American: XTNT) develops, manufactures and markets regenerative medicine products and medical devices for domestic and international markets. Xtant products serve the specialized needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders, and biologics to promote healing following cranial, and foot and ankle surgeries. With core competencies in both biologic and non-biologic surgical technologies, Xtant can leverage its resources to successfully compete in global neurological and orthopedic surgery markets. For further information, please visit www.xtantmedical.com.
Important Cautions Regarding Forward-looking Statements
This press release contains certain disclosures that may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to significant risks and uncertainties. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as ''continue,'' ''efforts,'' ''expects,'' ''anticipates,'' ''intends,'' ''plans,'' ''believes,'' ''estimates,'' ''projects,'' ''forecasts,'' ''strategy,'' ''will,'' ''goal,'' ''target,'' ''prospects,'' ''potential,'' ''optimistic,'' ''confident,'' ''likely,'' ''probable'' or similar expressions or the negative thereof. Statements of historical fact also may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the ability to increase revenue; the ability to achieve expected results; the ability to remain competitive; the ability to innovate and develop new products; the ability to engage and retain qualified technical personnel and members of the Company's management team; influence by Company management; the security of our technology systems; government and third-party coverage and reimbursement for Company products; the ability to obtain donors to support the biologic portfolio; the availability of Company facilities; the ability to remain accredited with the American Association of Tissue Banks; the ability to obtain regulatory approvals; government regulations; product liability claims and other litigation to which we may be subjected; product recalls and defects; timing and results of clinical studies; the ability to obtain and protect Company intellectual property and proprietary rights; infringement and ownership of intellectual property; the ability to successfully integrate recent and future business combinations or acquisitions; the ability to use net operating loss carry-forwards to offset future taxable income; the ability to service Company debt; the ability to comply with covenants in the Company's senior credit facility; and other factors. Additional risk factors are listed in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading ''Risk Factors.'' You should carefully consider the trends, risks and uncertainties described in this document, the Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and you could lose all or part of your investment. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
Contact:
CG CAPITAL
877.889.1972
xtant@cg.capital
Company Contact:
Xtant Medical Holdings, Inc.
Molly Mason
mmason@xtantmedical.com