Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
Document and Entity Information - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 29, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	Xtant Medical Holdings, Inc.
Entity Central Index Key	0001453593
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 21,900
Entity Common Stock, Shares Outstanding		13,161,762
Trading symbol	XTNT
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue
Orthopaedic product sales	$ 71,814	$ 82,513
Other revenue	389	99
Total Revenue	72,203	82,612
Cost of Sales	28,717	32,511
Gross Profit	43,486	50,101
Operating Expenses
General and administrative	12,881	15,246
Sales and marketing	32,059	40,511
Research and development	1,702	2,441
Depreciation and amortization	4,118	5,485
Impairment of goodwill and intangible assets	48,146	17,586
Restructuring expenses	2,970	4,680
Separation related expenses	1,568	1,901
Non-cash consulting expense	120	85
Total Operating Expenses	103,564	87,935
Loss from Operations	(60,078)	(37,834)
Other Income (Expense)
Interest expense	(10,145)	(14,705)
Change in warrant derivative liability	121	203
Other income (expense)	3	(75)
Total Other Expense	(10,021)	(14,577)
Net Loss from Operations Before Provision for Income Taxes	(70,099)	(52,411)
Provision for Income Taxes
Current and Deferred
Net Loss	$ (70,099)	$ (52,411)
Net loss per share:
Basic	$ (5.97)	$ (34.76)
Dilutive	$ (5.97)	$ (34.76)
Shares used in the computation:
Basic	11,740,550	1,507,769
Dilutive	11,740,550	1,507,769

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 6,797	$ 2,856
Trade accounts receivable, net of allowance for doubtful accounts of $2,140 and $2,135, respectively	9,990	12,714
Inventories, net	17,301	22,423
Prepaid and other current assets	589	1,706
Total current assets	34,677	39,699
Property and equipment, net	7,174	9,913
Goodwill	3,205	41,535
Intangible assets, net	573	13,826
Other assets	793	732
Total Assets	46,422	105,705
Current Liabilities:
Accounts payable	6,465	9,316
Accounts payable - related party		160
Accrued liabilities	5,150	15,845
Warrant derivative liability	10	131
Current portion of capital lease obligations	426	366
Total current liabilities	12,051	25,818
Long-term Liabilities:
Capital lease obligation, less current portion	204	624
Long-term convertible debt, less issuance costs		70,853
Long-term debt, less issuance costs	77,939	67,109
Total Liabilities	90,194	164,404
Commitments and Contingencies (note 9)
Stockholders' Equity (Deficit):
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.000001 par value; 50,000,000 shares authorized; 13,172,179 shares issued and outstanding as of December 31, 2018 and 1,514,899 shares issued and outstanding as of December 31, 2017
Additional paid-in capital	171,273	86,247
Accumulated deficit	(215,045)	(144,946)
Total Stockholders' Equity (Deficit)	(43,772)	(58,699)
Total Liabilities & Stockholders' Equity (Deficit)	$ 46,422	$ 105,705

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Trade accounts receivable, allowance for doubtful accounts	$ 2,140	$ 2,135
Preferred stock, par value	$ 0.000001	$ 0.000001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.000001	$ 0.000001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	13,172,179	1,514,899
Common Stock, shares outstanding	13,172,179	1,514,899

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Deficit [Member]	Total
Beginning Balance at Dec. 31, 2016		$ 85,461	$ (92,535)	$ (7,074)
Beginning Balance, Shares at Dec. 31, 2016	1,437,442
Stock-based compensation		127		127
Issuance of restricted stock		179		179
Issuance of restricted stock, Shares	7,183
Issuance of common stock		480		480
Issuance of common stock, Shares	70,274
Net loss			(52,411)	(52,411)
Ending Balance at Dec. 31, 2017		86,247	(144,946)	(58,699)
Ending Balance, Shares at Dec. 31, 2017	1,514,899
Stock-based compensation		814		814
Issuance of common stock		79,098		79,098
Issuance of common stock, Shares	11,657,280
Issuance of warrants (note 6)		5,114		5,114
Net loss			(70,099)	(70,099)
Ending Balance at Dec. 31, 2018		$ 171,273	$ (215,045)	$ (43,772)
Ending Balance, Shares at Dec. 31, 2018	13,172,179

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Operating activities:
Net loss	$ (70,099)	$ (52,411)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,590	8,409
Loss on goodwill and intangible impairment and disposal of fixed assets	48,249	21,242
Non-cash interest	9,848	14,685
Loss on sale of fixed assets		10
Non-cash consulting expense/stock option expense	694	212
Provision for losses on accounts receivable and inventory	5,120	4,213
Change in warrant derivative liability	(121)	(203)
Changes in operating assets and liabilities:
Trade accounts receivable	2,536	4,747
Inventories	40	2,122
Prepaid and other assets	1,055	(460)
Accounts payable	(3,011)	(1,637)
Accrued liabilities	311	(1,472)
Net cash provided by (used in) operating activities	1,212	(543)
Investing activities:
Purchases of property and equipment and intangible assets	(624)	(1,641)
Proceeds from sale of fixed assets	257	33
Net cash used in investing activities	(367)	(1,608)
Financing activities:
Proceeds from long-term and convertible debt, net of deferred and financing costs		12,787
Payments on capital leases	(359)	(88)
Net payments on the revolving line of credit		(10,448)
Costs associated with conversion of debt and private placement	(3,356)
Proceeds from equity private placement	6,810
Net proceeds from issuance of stock and warrants	1	178
Net cash provided by financing activities	3,096	2,429
Net change in cash and cash equivalents	3,941	278
Cash and cash equivalents at beginning of year	2,856	2,578
Cash and cash equivalents at end of year	$ 6,797	$ 2,856

Business Description and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description and Summary of Significant Accounting Policies

(1)

Business Description and Summary of Significant Accounting Policies

Business Description

The accompanying consolidated financial statements include the accounts of Xtant Medical Holdings, Inc., formerly known as Bacterin International Holdings, Inc., a Delaware corporation, and its wholly owned subsidiaries, Xtant Medical, Inc., a Delaware corporation, Bacterin International, Inc., (“Bacterin”) a Nevada corporation and X-Spine Systems, Inc. (“X-spine”), an Ohio corporation, (Xtant Medical Inc., Bacterin and X-spine are jointly referred to herein as “Xtant” or the “Company”). All intercompany balances and transactions have been eliminated in consolidation. Xtant products serve the combined 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 to promote healing following spine, cranial and foot surgeries and the development, manufacturing and sale of medical devices for use in orthopedic spinal surgeries.

The markets in which the Company competes are highly competitive and rapidly changing. Significant technological advances, changes in customer requirements, or the emergence of competitive products with new capabilities or technologies could adversely affect the Company’s operating results. The Company’s business could be harmed by a decline in demand for, or in the prices of, its products or as a result of, among other factors, any change in pricing or distribution methods, increased price competition, changes in government regulations or a failure by the Company to keep up with technological change. Further, a decline in available donors could have an adverse impact on our business.

As described in more detail below, effective as of February 13, 2018, the Company effected a 1-for-12 reverse split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split is reflected in the share amounts in all periods presented in this report.

At December 31, 2018, the Company had cash on hand balances of $6.8 million, and accumulated deficit of $215 million and has incurred significant losses in the current and prior periods.

Management’s evaluation of going concern was conducted as part of the multiple discussions with the Xtant Board of Directors’ review of the Annual Operating Plan. The Company and OrbiMed have entered into a Second Amended and Restated Credit Agreement and commitment for up to an additional $10 million in debt capital. Management believes these actions along with the $16.7 million of cash and accounts receivable on the balance sheet as of December 31, 2018 will enable the Company to continue as a going concern through the end of March 2020.

Corporate Restructuring

Restructuring Agreement

On January 11, 2018, we entered into a Restructuring and Exchange Agreement (the “Restructuring Agreement”) with ROS Acquisition Offshore LP, OrbiMed Royalty Opportunities II, LP (collectively referred to herein as the “Investors”), Bruce Fund, Inc., Park West Partners International, Limited (“PWPI”), Park West Investors Master Fund, Limited (“PWIMF”), and Telemetry Securities, L.L.C., and with the Investors, are collectively referred to herein as the “Holders”.

Pursuant to the Restructuring Agreement, and following the execution of the Sixth Amendment to the 2017 Notes, described in the “Debt” and “Equity” sections below, on January 17, 2018, the Investors converted the 6.00% convertible senior unsecured notes due 2021, plus accrued and unpaid interest, at the $9.11 per share conversion rate originally provided thereunder (the “2017 Notes”), into 189,645 shares of our common stock.

On February 14, 2018, after giving effect to the Reverse Stock Split (described below), $70.3 million aggregate principal amount of our then outstanding 6.00% convertible senior unsecured notes due 2021 held by the Holders (the “Remaining Notes”), plus accrued and unpaid interest, were exchanged for newly-issued shares of our common stock at an exchange rate of 138.8889 shares per $1,000 principal amount of the Remaining Notes, for an exchange price of $7.20 per share (the “Notes Exchange”). This resulted in the issuance of 10,401,309 shares of our common stock to the Holders and the Investors acquiring an approximately 70% controlling interest in our outstanding shares of common stock. Upon the completion of the Notes Exchange, all outstanding obligations under our convertible senior secured notes were satisfied in full and the Indentures governing such notes were discharged.

Pursuant to the terms of the Restructuring Agreement, we commenced a rights offering to allow our stockholders as of April 27, 2018 record date to purchase up to an aggregate of 1,137,515 shares of our common stock at a subscription price of $7.20 per share. The rights offering expired on June 18, 2018. We issued 129 shares of common stock in the rights offering and received $0.9 thousand gross proceeds.

Amended and Restated Certificate of Incorporation

On February 13, 2018, following a special meeting of our stockholders, we filed with the Secretary of State of the State of Delaware a Certificate of Amendment to our Certificate of Incorporation (the “Certificate Amendment”). The Certificate Amendment amended and restated our Certificate of Incorporation (the “Charter”) to, among other things:

●	effect the Reverse Stock Split;

●	after giving effect to the Reverse Stock Split, decrease the number of authorized shares of common stock available for issuance from 95,000,000 to 50,000,000 and increase the number of authorized shares of preferred stock available for issuance from 5,000,000 to 10,000,000;

●	authorize the Board of Directors (“Board”) to increase or decrease the number of shares of any series of our capital stock, provided that such increase or decrease does not exceed the number of authorized shares or be less than the number of shares then outstanding;

●	authorize the Board to issue new series of preferred stock without approval of the holders of common stock or other series of preferred stock, with such powers, preferences and rights as may be determined by the Board;

●	authorize a majority of the Board to fix the number of our directors;

●	indemnify the members of the Board to the fullest extent permitted by law;

●	remove the classification of the Board to require all directors to be elected annually;

●	provide that special meetings of our stockholders may only be called by the Board, the chairman of the Board or our chief executive officer;

●	provide that no stockholder will be permitted cumulative voting at any election of directors;

●	elect not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”);

●	elect the Court of Chancery of the State of Delaware to be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees, any action under the DGCL, our Charter or bylaws or any actions governed by the internal affairs doctrine; and

●	require the vote of at least two-thirds of the voting power of the then outstanding shares of our capital stock to amend or repeal certain provisions of our Charter.

The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on February 13, 2018, and our common stock began trading on a split-adjusted basis when the market opened on February 14, 2018. Upon the effectiveness of the Reverse Stock Split, every 12 shares of our issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise or conversion price and the number of shares issuable upon the exercise of all of our outstanding stock options and convertible securities to purchase shares of common stock and the number of shares underlying restricted stock awards and reserved for issuance pursuant to our equity incentive compensation plan. Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split was rounded down to the nearest whole share. All share and per share amounts have been retroactively restated to reflect the Reverse Stock Split.

Private Placement SPA

On February 14, 2018, we entered into a Securities Purchase Agreement (the “Private Placement SPA”) with the Investors pursuant to which the Investors purchased from us an aggregate of 945,819 shares of our common stock, at a price of $7.20 per share, for aggregate proceeds of $6.8 million.

Investor Rights Agreement

Effective February 14, 2018, we entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Holders. Under the Investor Rights Agreement, the Investors are permitted to nominate a majority of our directors and designate the chairperson of the Board at subsequent annual meetings, as long as the Investors maintain an ownership threshold in the Company of at least 40% of our then outstanding common stock (the “Ownership Threshold”). If the Investors are unable to maintain the Ownership Threshold, the Investor Rights Agreement contemplates a reduction of nomination rights commensurate with their ownership interests.

For so long as the Ownership Threshold is met, we must obtain the approval of the Investors to proceed with the following actions: (i) issue new securities; (ii) incur over $0.25 million of debt in a fiscal year; (iii) sell or transfer over $0.25 million of our assets or businesses or our subsidiaries in a fiscal year; (iv) acquire over $0.25 million of assets or properties in a fiscal year; (v) make capital expenditures over $0.125 million individually, or $1.5 million in the aggregate during a fiscal year; (vi) approve our annual budget; (vii) hire or terminate our chief executive officer; (viii) appoint or remove the chairperson of the Board; and (ix) make, loans to, investments in, or purchase, or permit any subsidiary to purchase, any stock or other securities in another entity in excess of $0.25 million in a fiscal year. As long as the Ownership Threshold is met, we may not increase the size of the Board beyond seven directors without the approval of a majority of the directors nominated by the Investors.

The Investor Rights Agreement grants the Holders the right to purchase from us a pro rata amount of any new securities that we may propose to issue and sell. The Investor Rights Agreement may be terminated (a) upon the mutual written agreement of all the parties, (b) upon written notice of the Company or an Investor, if such Investor’s ownership percentage of our then outstanding common stock is less than 10%, or (c) upon written notice by the Investors. PWPI and PWIMF’s right to purchase from us a pro rata amount of any new securities will also terminate at such time as their aggregate ownership percentage of our then outstanding common stock is less than 8.5%.

Registration Rights Agreement

Effective February 14, 2018, we entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Holders. The Registration Rights Agreement requires us to, among other things, file with the U. S. Securities and Exchange Commission (“SEC”) a shelf registration statement within 90 days of the date of the Registration Rights Agreement covering the resale, from time to time, of our common stock issued. This registration statement became effective on June 4, 2018.

Second Amended and Restated Bylaws

On February 14, 2018, we amended and restated our current bylaws by adopting the Second Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws amended our existing bylaws to, among other things:

●	provide for annual and special meetings of stockholders to be held through remote communications;

●	provide for the election of any directors not elected at an annual meeting of stockholders to be elected at a special meeting of stockholders;

●	declassify the Board into one group of directors that will hold office until the subsequent annual meeting of stockholders and until the election and qualification of such directors’ respective successors;

●	provide for the filling of a new directorship or director vacancy by the affirmative vote of the holders of a majority of the voting power of our shares of stock;

●	allow for a majority of the Board present to adjourn a Board meeting if a quorum is not met;

●	unless otherwise restricted in the Amended Bylaws or our Charter, provide the Board with the authority to fix the compensation of directors, including without limitation, compensation for services as members of Board committees;

●	allow us to enter into an agreement with a stockholder to restrict the transfer of shares held by such stockholder in any manner not prohibited by the DGCL; and

●	allow the Board to declare dividends on our capital stock, subject to any provisions of our Charter and applicable law.

Concentrations and Credit Risk

The Company’s accounts receivables are from a variety of health care organizations and distributors throughout the world. No single customer accounted for more than 10% of revenue or accounts receivable in the fiscal years 2018 or 2017. The Company provides for uncollectible amounts when specific credit issues arise. Management believes that all significant credit risks have been identified at December 31, 2018.

Use of Estimates

The preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and equipment (including surgical instruments), goodwill, and intangible assets and liabilities; valuation allowances for trade receivables, inventory valuation, and deferred income tax assets and liabilities; valuation of the warrant derivative liability; inventory and estimates for the fair value of stock options grants and other equity awards upon which the Company determines stock-based compensation expense. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents are recorded at cost, which approximates market value. At times the Company maintains deposits in financial institutions in excess of federally insured limits.

Trade Accounts Receivable

Accounts receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are net 30 days and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary, but generally does not require collateral to extend credit.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customer’s current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions that may affect a customer’s ability to pay, and management judgment. Actual customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Provisions to the allowance for doubtful accounts are charged to expense. The Company does not have any off-balance sheet credit exposure related to its customers.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the specific identification method and includes materials, labor and overhead. The Company calculates an inventory reserve for estimated obsolescence and excess inventory based on historical usage and sales, as well as assumptions about future demand for its products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory reserves result in a corresponding expense, which is recorded to cost of sales.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally three to seven years for computers and equipment and five years for surgical instruments. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance are expensed as incurred.

Intangible Assets

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include trademarks and patents and include costs to acquire and protect Company patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes these assets on a straight-line basis over their estimated useful lives.

In 2015 with the acquisition of X-spine, the Company established a fair value for the technology, tradenames and intangible assets which was determined based upon a “relief from royalty” approach. The amortization of these assets is consistent with the valuation method used to establish their fair value which in turn was based on the assets’ future cash flow.

Other Assets

Other Assets consist of the short-term and the long-term portion of prepaid expenses and security deposits.

Long-Lived Assets

Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

Goodwill

Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have indefinite useful lives are not amortized, instead they are tested for impairment at least annually and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. The Company conducts its impairment test on an annual basis and will review the analysis assumptions on a quarterly basis. We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component.

Revenue Recognition

The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2014-09, Topic 606, Revenue from Contracts with Customers, effective January 1, 2018. This new accounting standard outlines a single comprehensive model used in accounting for revenue arising from contracts with customers. This standard supersedes existing revenue recognition requirements and eliminates most industry specific guidance from GAAP. The core principle of the new accounting standard is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the adoption of this new accounting standard resulted in increased disclosure, including qualitative and quantitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Adoption Impact

Given that our revenue recognition has remained generally the same as in prior years, the Company has elected the modified retrospective method of adoption. On January 1, 2018, we analyzed contracts that were not completed as of adoption date. The cumulative effect of initially applying ASC 606 would have been an adjustment to decrease the opening balance of retained earnings by $24 thousand as of January 1, 2018. Due to the amount being de minimis, no adjustment was recorded. In addition, the Company determined that there is a de minimis difference in 2018 revenues under ASC 606 versus the previous guidance.

Disaggregation of Revenue

The Company operates in one reportable segment with our net revenue derived primarily from the sale of orthobiologics and spinal implant products across North America, Europe, Asia Pacific and Latin America. Sales are reported net of returns. No rebates, group purchasing organization fees or other customer allowances are present, and so are not relevant to net revenue determination. The following table presents revenues from these product lines for the year ended December 31, 2018:

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Orthobiologics	$	48,984		68	%
Spinal implant		22,830		31	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

In the United States, we generate most of our revenue from independent commissioned sales agents. We consign our orthobiologics products to hospitals and consign or loan our spinal implant sets to the independent sales agents. The spinal implant sets typically contain the instruments, disposables, and spinal implants required to complete a surgery. Consigned sets are managed by the sales agent to service hospitals that are high volume users for multiple procedures. We ship replacement inventory to independent sales agents to replace the consigned inventory used in surgeries. Loaned sets are returned to the Company’s distribution center, replenished, and made available to sales agents for the next surgical procedure.

For each surgical procedure, the sales agent reports use of the product by the hospital and, as soon as practicable thereafter, ensures that the hospital provides a purchase order to the Company. Upon receipt of the hospital purchase order, the Company invoices the hospital and revenue is recognized.

Additionally, the Company sells product directly to domestic and international stocking resellers and private label resellers. Upon receipt and acceptance of a purchase order from a stocking reseller, the Company ships product and invoices the reseller. We recognize revenue when the products are shipped, and the transfer of title and risk of loss occurs. There is generally no customer acceptance or other condition that prevents us from recognizing revenue in accordance with the delivery terms for these sales transactions.

The following table presents revenues from these sales channels for the year-ended December 31, 2018 (in thousands):

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Independent agents	$	63,063		87	%
Direct sales		8,751		12	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

Performance Obligations

The Company’s contracts do not include a right of acceptance or a right to cancel, therefore our process for recognizing revenue does not require an evaluation of whether acceptance is received or a right to cancel has expired. Further, the Company does not incur upfront costs or exclusivity fees in conjunction with entering into a customer contract. The Company’s customer contracts do not provide for percentage of completion performance measures or contingent consideration.

In the normal course of business, the Company accepts returns of product that have not been implanted. Product returns are not material to the Company’s consolidated statements of operations. The Company accounts for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. The Company’s policy is to record revenue net of any applicable sales, use, or excise taxes. Payment terms are generally net 30 days from invoice date and some customers are offered discounts for early pay.

Contract Assets and Liabilities

The Company does not have deferred or unearned revenue arrangements with its customers that would give rise to contract liabilities. The Company recognizes sales commissions as incurred because the amortization period is less than one year. Additionally, the Company does not recognize unbilled receivables or progress payments to be billed that would result in a contract asset. All pricing and agreements are completed based on the contracted individual unit price; no other methods of determining price are allowed within the Company’s sales agreements. Therefore, no contract assets or contract liabilities are recorded in our consolidated balance sheets as of December 31, 2018.

Research and Development

Research and development costs, which are principally related to internal costs for the development of new products are expensed as incurred.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. Diluted net loss per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares outstanding during the period, which include the assumed exercise of stock options and warrants using the treasury stock method. Diluted net loss per share was the same as basic net loss per share for the years ended December 31, 2018 and 2017, as shares issuable upon the exercise of stock options and warrants were anti-dilutive as a result of the net losses incurred for those periods. Dilutive loss per share are not reported as their effects of including 2,207,567 and 587,382 outstanding stock options and warrants for the years ended December 31, 2018 and 2017, respectively, are anti-dilutive.

Fair Value of Financial Instruments

The carrying values of financial instruments, including trade accounts receivable, accounts payable, accrued liabilities and long-term debt, approximate their fair values based on terms and related interest rates.

The Company follows a framework for measuring fair value. The framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. During the years ended December 31, 2018 and 2017, there was no reclassification in financial assets or liabilities between Level 1, 2 or 3 categories.

The following table sets forth by level, within the fair value hierarchy, our liabilities as of December 31, 2018 and 2017 that are measured at fair value on a recurring basis (in thousands):

Warrant derivative liability

	As of December 31, 2018		As of December 31, 2017
Level 1		-		-
Level 2		-		-
Level 3	$	10	$	131

The valuation technique used to measure fair value of the warrant liability is based on a lattice valuation model and significant assumptions and inputs determined by us (See Note 8, “Warrants” below).

Level 3 Changes

The following is a reconciliation of the beginning and ending balances for liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2018 and 2017 (in thousands):

Warrant derivative liability

Balance at January 1, 2017	$	334
Gain recognized in earnings		(203	)
Balance at January 1, 2018	$	131
Gain recognized in earnings		(121	)
Balance at December 31, 2018	$	10

During the year ended December 31, 2018, the Company did not change any of the valuation techniques used to measure its liabilities at fair value.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires lessees to recognize a right-of-use (“ROU”) asset and lease liability on their balance sheet for all leases with terms beyond 12 months. The new standard also requires enhanced disclosures that will provide more transparency and information to financial statement users about our lease portfolio. The distinction between operating and finance leases will continue to exist under the new standard. Additionally, the recognition and measurement of operating and finance lease expenses and cash flows will not change significantly from current treatment. For finance leases, lessees will continue to recognize interest expense on the lease liability using the effective yield method, while the right-of-use asset will be amortized on a straight-line basis. For operating leases, expense will be recognized on a straight-line basis, consistent with the previous standard.

We will adopt this ASU on January 1, 2019 using the modified retrospective approach and will not restate comparative periods. We are substantially complete with our implementation plan. We plan to elect the transition package of three practical expedients permitted within the standard. In accordance with the package of practical expedients, we will not reassess initial direct costs, lease classification, or whether our contracts contain or are leases. Based on our lease portfolio as of December 31, 2018, we plan to recognize an operating lease liability and related right-of-use asset on our balance sheet of approximately $3.0 million, which represents the present value of our future minimum lease payments related to operating leases. We do not anticipate material changes to our consolidated statement of operations or our consolidated statement of cash flows.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit losses: Measurement of Credit Losses on Financial Instruments, which amends certain provisions of ASC 326, Financial Instruments-Credit Loss. The ASU changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held to maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The ASU is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual periods, and will be applied as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period for which the guidance is effective. We currently do not expect that the adoption of these provisions will have a material effect on our consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation (Topic 718), which amends the current standard. Specifically, the new standard expands the scope of Topic 718 to include share-based payment awards to non-employees. Additionally, the ASU expands and amends the current standard to include and realign consistent with the changes to revenue standard Topic 606. Management expects that the adoption of this new standard will qualitatively impact the Company’s financial reporting. See further information in the Stock-Based Compensation of the management disclosure section below.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40), to simplify the accounting for goodwill impairment. The update removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual reporting periods beginning after December 15, 2019, but early adoption is permitted. We are currently evaluating this update to determine the full impact of its adoption but do not expect this accounting standards update to have a material impact on our consolidated financial position, results of operations or cash flows.

Reclassification

Certain prior year amounts have been reclassified to conform with current year presentation.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

(3)

Property and Equipment, Net

Property and equipment, net are as follows (in thousands):

	December 31, 2018			December 31, 2017
Equipment	$	4,145		$	4,471
Computer equipment		481			489
Computer software		570			524
Furniture and fixtures		164			215
Leasehold improvements		3,941			4,030
Vehicles		10			10
Surgical instruments		10,772			11,461
Total cost		20,083			21,201
Less: accumulated depreciation		(12,909	)		(11,288	)
	$	7,174		$	9,913

The Company deploys certain surgical instruments through its various sales channels for use with purchased implants during surgical procedures. The instruments are classified as non-current assets within property and equipment and depreciated using the straight-line method over a five-year useful life. The net book value of consigned surgical instruments was approximately $4.4 million and $6.6 million at December 31, 2018 and December 31, 2017, respectively. An impairment charge of $1.6 million was recorded for the year ended December 31, 2017 for instruments on consignment which were determined not to be recoverable. No impairment was recorded for the year ended December 31, 2018.

Depreciation expense related to property and equipment, including property under capital lease, for the years ended 2018 and 2017 was $3.2 million and $3.8 million, respectively.

The Company leases certain equipment under capital leases. For financial reporting purposes, minimum lease payments relating to the assets have been capitalized. As of December 31, 2018, the Company has recorded $1.6 million gross capital lease assets within Equipment, and $0.9 million of accumulated depreciation.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(4)

Goodwill and Intangible Assets

Goodwill represents the excess of costs over fair value of assets on businesses acquired associated with the acquisition of X-spine.

During the fourth quarter of 2018, a few things changed in our business that led us to conclude that a goodwill impairment charge was appropriate. First, in connection with our annual planning process for 2019, we determined that the revenue growth rates for our fixation business likely would not be consistent with the expectations on which our initial 2018 annual plan was built. Second, in connection with our annual planning process for 2019, we curtailed a new sales channel strategy that we had implemented in 2018 to build a direct sales force since we determined that the sales channel strategy was not generating the benefits that we had originally thought it would. We also determined by the end of 2018 that our assumptions regarding the expansion of our international business were inaccurate and likely would not prove out to be true in the near future in light of our business priorities, international regulatory issues and anticipated funding requirements.

In its evaluation of goodwill, the Company performs an assessment of qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired. We considered factors such as, but not limited to, macroeconomic conditions, industry and market considerations, and financial performance, including the planned revenue and earnings of X-spine. The results from the assessment and a Step 1 analysis allowed the Company to conclude that a further valuation of goodwill was necessary, as indicators of impairment existed as of December 31, 2018. As part of the Step 1 analysis, we updated the discounted cash flow analysis used to determine the Company’s initial fair value as of December 31, 2018. Based on the results of the impairment test and analysis, we concluded that the fair value of the Company was less than its carrying amount.

Based on the results of the impairment test and analysis, we concluded that a Step 2 goodwill impairment test was needed to determine the amount of impairment loss, if any. We engaged a third-party specialist to assist in the valuation. We compared the carrying value of the assets, including cash, and non-interest-bearing liabilities to the derived enterprise value of the business. As a result, we recorded a non-cash goodwill impairment charge of $38.3 million. The remaining Goodwill is valued at $3.2 million as of December 31, 2018.

Intangible assets consist of various patents with regards to processes for our products and intangible assets associated with the acquisition of X-spine.

Given the level of impairment initially indicated by the Step 1 analysis, an ASC 360, Property, Plant and Equipment, test was performed on the Company’s identified intangible assets. As a result of the analysis, the Company recorded an impairment charge of $9.8 million to its intangible assets.

The following table sets forth information regarding intangible assets (in thousands):

	December 31, 2018			December 31, 2017
Patents	$	847		$	847
Acquisition related intangibles:
Technology		-			13,789
Customer relationships		-			9,911
Tradename		-			1,867
Non-compete		-			41
Accumulated amortization		(274	)		(12,629	)
Net carrying value	$	573		$	13,826

Aggregate amortization expense:	$	2,539		$	4,629

The following is a summary of estimated future amortization expense for intangible assets as of December 31, 2018 (in thousands):

2019	$	56
2020		56
2021		55
2022		54
2023		53
Thereafter		299
Total	$	573

The Company recorded the impairment charge in 2018 of $9.8 million to Tradenames, Technology and Customer Relationships and in 2017 of $17.6 million related to Technology and Tradenames based on the carrying amount exceeding the future net cash flows expected to be generated by these intangible assets.

Debt

12 Months Ended

Dec. 31, 2018

Debt Disclosure [Abstract]

Debt

(6)

Debt

Convertible Note Indenture

During the first quarter of 2018 in connection with our Restructuring, all of the outstanding 6.00% convertible senior unsecured notes due 2021 were converted into shares of our common stock and the Indenture governing such notes was discharged.

Twenty-Second Amendment to the Prior Credit Agreement

Effective January 30, 2018, the Company and Investors entered into the Twenty-Second Amendment to the Amended and Restated Credit Agreement dated July 27, 2015, which amended the Amended and Restated Credit Agreement by and between Bacterin and ROS Acquisition Offshore LP (collectively, the “Prior Credit Agreement” and the facility created under such agreement, the “Credit Facility”). This amendment further deferred the Company’s accrued interest payment date for the fiscal quarters ended on December 31, 2016, March 31, 2017, June 30, 2017, September 30, 2017 and December 31, 2017 until February 28, 2018.

Twenty-Third Amendment to the Prior Credit Agreement

Effective February 14, 2018, the Company and Investors entered into the Twenty-Third Amendment to the Prior Credit Agreement, which further amended the Prior Credit Agreement and terms of the Credit Facility. As of this amendment, the interest payable has been carried forward and as modified, the interest rate options within the Credit Facility are as follows: (a) through December 31, 2018, we will have the option at our sole discretion (i) to pay PIK Interest at LIBOR (as defined in the Credit Facility) plus 12% or (ii) pay cash interest at LIBOR plus 10%; (b) beginning January 1, 2019 through June 30, 2019, we will have the option at our sole discretion to either (i) pay PIK Interest at LIBOR plus 15% or (ii) pay cash interest at LIBOR plus 10%; and (c) beginning July 1, 2019 through the maturity date of the Credit Facility, we will pay cash interest at LIBOR plus 10%. The amendment also reduced the prepayment or repayment fee under the Credit Facility to 1%.

This amendment also modified the financial covenants in the Prior Credit Agreement, including removing the minimum revenue covenant, providing a minimum liquidity covenant, a consolidated leverage ratio covenant, and a minimum consolidated EBITDA covenant, all as defined in the Prior Credit Agreement.

Twenty-Fourth Amendment to the Prior Credit Agreement

On September 17, 2018, the Company and Investors entered into the Twenty-Fourth Amendment to the Prior Credit Agreement (the “24^th Amendment”), which further amended the Prior Credit Agreement and terms of the Credit Facility, effective as of April 1, 2018. Under the terms of the 24^th Amendment, no interest will be charged on the loans under the Credit Facility (the “Loans”) from April 1, 2018 until June 30, 2018.

Due to the interest rate relief provided by the 24^th Amendment, the Company performed an assessment of the changes to the terms of the Credit Facility in accordance ASC 470, Debt. The Credit Facility was modified based on an evaluation of the present value of cash flows for the old and new debt instruments. Given the modification, a new effective interest rate of 13.45% for the modified loan was calculated based on the carrying amount of the debt and the present value of the revised future cash flows. The modified interest rate is effective through the remaining life of the loan.

Twenty-Fifth Amendment to the Prior Credit Agreement

Also, on September 17, 2018, the Company and the Investors entered into the Twenty-Fifth Amendment to the Prior Credit Agreement (the “25^th Amendment”), which further amended the Prior Credit Agreement and terms of the Credit Facility, effective as of August 1, 2018. Under the terms of the 25^th Amendment:

●	no interest will be charged on the Loans under the Credit Facility from July 1, 2018 until December 31, 2018;

●	the Optional PIK Interest (as such term is defined in the Prior Credit Agreement) was decreased from 15% plus the LIBO Rate (as such term is defined in the Prior Credit Agreement) to 10% plus the LIBO Rate, with a 2.3125% floor;

●	a LIBO Rate floor of 2.3125% was added; and

●	the fee due upon payment, prepayment or repayment of the principal amount of the Loans under the Credit Facility, whether on the maturity date or otherwise, was increased to 2% from 1% of the aggregate principal amount of such payment, prepayment or repayment.

Second Amended and Restated Credit Agreement

On March 29, 2019, the Company and the Investors entered into a Second Amended and Restated Credit Agreement (the “Second Amended and Restated Credit Agreement”), which amended and restated the Prior Credit Agreement, as described under Note 16, “Subsequent Events” below. Under the Second Amended and Restated Credit Agreement, X-Spine may continue to make requests for term loans in amounts equal to the remaining commitment for additional delayed draw loans, which was approximately $2,200,000 as of the date of the Second Amended and Restated Credit Agreement, and may request additional term loans with the Investors in an aggregate amount of up to $10,000,000, with the amount of each loan draw to be subject to our production of a thirteen-week cash flow forecast that is approved by the Investors and which shows a projected cash balance for the following two-week period of less than $1,500,000, as well as the satisfaction (or waiver in writing by each Investor) of conditions precedent, including closing certificate, delivery of budget, and other satisfactory documents. In addition, the Second Amended and Restated Credit Agreement amended the Prior Credit Agreement to provide that (i) no interest will accrue on the Loans under the Second Amended and Restated Credit Agreement from and after January 1, 2019 until March 31, 2020; (ii) beginning April 1, 2020 through the maturity date of the Second Amended and Restated Credit Agreement, interest payable in cash will accrue on the Loans under the Credit Agreement at a rate per annum equal to the sum of (a) 10.00% plus (b) the higher of (x) the LIBO Rate (as such term is defined in the Second Amended and Restated Credit Agreement) and (y) 2.3125%; (iii) the maturity date of the Loans is March 31, 2021; (iv) the Consolidated Senior Leverage Ratio and Consolidated EBITDA (as such terms were defined in the Prior Credit Agreement) financial covenants were deleted and a new Revenue Base (as such term is defined in the Second Amended and Restated Credit Agreement) financial covenant was added; and (v) the key person event default provision was revised to refer specifically to Kevin Brandt and Ron Berlin.

On April 1, 2019 the Company will issue warrants to purchase an aggregate of 1.2 million shares of Company common stock to the Investors, with an exercise price of $0.01 per share and an expiration date of April 1, 2029 (collectively, the “2019 Warrants”). The issuance of the 2019 Warrants occurred on April 1, 2019 and was a condition to the effectiveness of Second Amended and Restated Credit Agreement (See Note 16, “Subsequent Events” below).

Long-term debt consists of the following (in thousands):

	December 31, 2018			December 31, 2017
Amounts due under the Credit Facility	$	55,787		$	55,787
PIK interest payable related to the Credit Facility		27,178			11,582
Plus: 2% exit fee on Credit Facility		254			-
6% convertible senior unsecured notes due 2021		-			71,865
Gross long-term debt		83,219			139,234
Less: discount on Credit Facility		(5,114	)		-
Less: total debt issuance costs		(166	)		(1,272	)
Long-term debt, less issuance costs	$	77,939		$	137,962

All gross long-term debt will mature March 31, 2021 and become payable at that time.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

(7)

Stock-Based Compensation

Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan

On August 1, 2018, our stockholders approved the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) at the 2018 annual meeting of stockholders of Xtant. The 2018 Plan became effective immediately upon approval by our stockholders and will expire on July 31, 2028, unless terminated earlier. The 2018 Plan replaced the Amended and Restated Xtant Medical Equity Incentive Plan (the “Prior Plan”) with respect to future grants of equity awards. The Prior Plan will continue to govern equity awards granted under the Prior Plan. The 2018 Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board may select 2018 Plan participants and determine the nature and amount of awards to be granted. Subject to adjustment as provided in the 2018 Plan, the number of shares of our common stock available for issuance under the 2018 Plan is 1,307,747 shares. Under the 2018 Plan, shares of our common stock related to awards granted under the plan that terminate by expiration, forfeiture, cancellation or otherwise without the issuance of the shares will be available again for grant under the plan.

After the approval and effectiveness of the 2018 Plan, the Board granted various awards thereunder to certain officers and employees, consisting of stock option grants to purchase an aggregate of 650,770 shares of our common stock and restricted stock units covering 40,000 shares. In addition, a restricted stock award for 26,042 shares was granted to one of our non-employee directors.

As of December 31, 2018, of the 1,307,747 shares of common stock available for issuance under the 2018 Plan, 716,812 shares were subject to outstanding awards under the 2018 Plan and 590,935 shares remained available for future issuance. Shares of common stock issued under the 2018 Plan may be newly issued shares or reacquired shares. From time to time, we have granted options to purchase shares of our common stock outside of any stockholder-approved plan to new hires (collectively the “Non-Plan Grants”).

Stock options granted under the 2018 Plan may be either incentive stock options to employees, as defined in Section 422A of the Internal Revenue Code of 1986, or non-qualified stock options. The exercise price of all stock options granted under the 2018 Plan must be at least equal to the fair market value of the shares of common stock on the date of the grant. The 2018 Plan is administered by the Board. Stock options granted under the 2018 Plan are generally not transferable, vest in installments over the requisite service period and are exercisable during the stated contractual term of the option only by such optionee.

Stock-based compensation expense recognized in the consolidated statements of operations for the year ended December 31, 2018 and 2017 is based on awards expected to vest and reflects an estimate of awards that will be forfeited. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock options to purchase an aggregate of 650,770 shares of common stock were issued during the year ended December 31, 2018; zero options were issued during the year ended December 31, 2017.

Stock option activity, including options granted under the 2018 Plan, the Prior Plan and the Non-Plan Grants, was as follows (in thousands, except number of shares and per share amounts):

	2018							2017
						Weighted							Weighted
				Weighted		Average Fair					Weighted		Average Fair
				Average Exercise		Value at Grant					Average Exercise		Value at Grant
	Shares			Price		Date		Shares			Price		Date
Outstanding at January 1		67,465		$	71.03	$	36.85		100,492		$	62.52	$	33.84
Granted		650,770			4.79		4.15		-			-		-
Cancelled or expired		(221,277	)		13.45		7.77		(33,027	)		45.13		30.74
Outstanding at December 31		496,958		$	9.90	$	6.62		67,465		$	71.03	$	36.85
Exercisable at December 31		66,188		$	46.88	$	25.92		32,750		$	128.39	$	62.23

The estimated fair value of stock options granted is done using the Black-Scholes-Merton method applied to individual grants. Key assumptions used to estimate the fair value of stock awards are as follows:

	Year Ended
	December 31,
	2018			2017
Risk free interest rate		2.97	%		-
Dividend Yield		0	%		-
Expected term		10.0 years			-
Expected Volatility		89	%		-
Expected forfeiture rate		20	%		-

The aggregate intrinsic value of options outstanding as of December 31, 2018 was zero because the closing price of the stock at December 31, 2018 was less than the exercise prices of all options issued under the Prior Plan or the 2018 Plan were fully vested and expensed due to the change of control as a result of the Corporate Restructuring, noted above.

Total stock-based compensation expense recognized for employees and directors was $0.7 million and $0.2 million for the years ended December 31, 2018 and 2017, respectively, and was recognized as Non-cash compensation expense as discussed below.

During the year ended December 31, 2018, the Board granted an aggregate of 93,750 shares of restricted stock to our non-employee directors of the Company. These awards will vest and become non-forfeitable with respect to one-half of the underlying shares on February 14, 2019 and the remaining half on February 14, 2020. The total grant date fair value of these restricted stock awards amounts to $0.4 million in the aggregate or $4.80 per share and is being recognized ratably over the vesting period. During the year ended December 31, 2018, $0.2 million was expensed as compensation.

On August 15, 2018, the Company issued restricted stock units covering 40,000 shares, with a value of $6.20 per share, to an employee and during the year ended December 31, 2018 recognized $16 thousand of expense associated with this award.

On July 25, 2017, we granted 25,974 shares of restricted stock to certain former non-employee directors of the Company. These awards became fully vested and non-forfeitable on February 13, 2018 as a result of the Restructuring, which constituted a change of control under the Prior Plan. The total expense of these restricted stock awards, which amounted to $0.2 million in the aggregate, or $9.24 per share, was being recognized over the vesting period as Non-cash compensation expense. During the three months ended March 31, 2018, the remaining $0.1 million of expense was recognized as non-cash compensation expense.

Effective October 6, 2016, the Board granted our former Chief Executive Officer, an option to purchase 25,000 shares of common stock at an exercise price of $13.32 per share. This option was granted outside the Prior Plan as an inducement option. As a result of the Restructuring, which constituted a change of control under the option agreement, this option became fully vested on February 13, 2018 and was fully expensed during the three months ended March 31, 2018. On August 15, 2018, the Board granted our former Chief Executive Officer an additional option to purchase 200,000 shares of common stock at an exercise price of $6.20 per share, which was scheduled to vest and become exercisable in four equal annual installments, commencing on August 15, 2019. The option to purchase 200,000 shares of common stock terminated as a result of the termination of his employment and his vested options to purchase 25,000 shares of common stock expired January 10, 2019, which is the 90^th day after his termination date.

As of December 31, 2018, 590,935 shares are available under the 2018 Plan, prior to forfeited shares being made available for reissuance.

Warrants

12 Months Ended

Dec. 31, 2018

Warrants and Rights Note Disclosure [Abstract]

Warrants

(8)

Warrants

2018 Warrants

The Company issued warrants to purchase an aggregate of 1.2 million shares of Company common stock to the Investors, with an exercise price of $0.01 per share and an expiration date of August 1, 2028. The issuance of the 2018 Warrants occurred on September 17, 2018 and was a condition to the effectiveness of the 25^th Amendment. The fair value of these warrants upon issue was determined to be $5.1 million (see Note 6). In accordanc e with ASC 815-40, the 2018 Warrants meet all requirements to be classified as equity awards. The number of shares of Company common stock issuable upon exercise of the 2018 Warrants are subject to standard and customary anti-dilution provisions for stock splits, stock dividends or similar transactions.

The following table summarizes our warrant activities for the period ended December 31, 2018:

				Weighted
	Common			Average
	Stock			Exercise
	Warrants			Price
Outstanding as of January 1, 2017		524,277		$	26.76
Expired		(4,360	)		135.36
Outstanding at January 1, 2018		519,917		$	25.68
Issued		1,200,000			0.01
Expired		(9,308	)		88.84
Outstanding at December 31, 2018		1,710,609		$	7.33

The estimated fair value was derived using the lattice model with the following weighted-average assumptions:

	Year Ended
	December 31,
	2018			2017
Value of underlying common stock (per share)	$	1.61		$	6.84
Risk free interest rate		2.48	%		2.12	%
Expected term		3.6 years			4.6 years
Volatility		92	%		92	%
Dividend yield		0	%		0	%

The following table summarizes our activities related to warrants accounted for as a derivative liability for the years ended December 31, 2018 and 2017:

	2018			2017
Balance at January 1		93,759			93,759
Derivative warrants issued		-			-
Derivative warrants exercised		-			-
Derivative warrants expired		(6,250	)		-
Balance at December 31		87,509			93,759

We utilize a lattice model to determine the fair market value of the warrants accounted for as liabilities. The valuation model accommodates the probability of exercise price adjustment features as outlined in the warrant agreements. We recorded an unrealized gain of $0.1 million resulting from the change in the fair value of the warrant derivative liability for the year ended 2018. Under the terms of some of our warrant agreements, at any time while the warrant is outstanding, the exercise price per share can be reduced to the price per share of future subsequent equity sales of our common stock or a common stock equivalent that is lower than the exercise price per share as stated in the warrant agreement.

2019 Warrants

On April 1, 2019, the Company will issue warrants to purchase an aggregate of 1.2 million shares of Company common stock to the Investors, with an exercise price of $0.01 per share and an expiration date of April 1, 2029. The issuance of the 2019 Warrants was a condition to the effectiveness of the Second Amended and Restated Credit Agreement, as described below under Note 16, “Subsequent Events” below. The 2019 Warrants are expected to meet all the requirements to be classified as equity awards in accordance with ASC 815-40. However, our final analysis will be completed in connection with the filing of our March 31, 2019 interim financial statements on Form 10-Q. The number of shares of Company common stock issuable upon exercise of the 2019 Warrants are subject to standard and customary anti-dilution provisions for stock splits, stock dividends or similar transactions.

Total outstanding common stock warrants as of April 1, 2019 were 2,910,609, with a weighted average exercise price of $4.31.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(9)

Commitments and Contingencies

Operating Leases

We currently lease six office facilities, having terminated the Miamisburg, OH lease on February 28, 2019. These leases are under non-cancelable operating lease agreements with expiration dates between 2019 and 2025. We have the option to extend certain leases to five or ten-year term(s) and we have the right of first refusal on any sale.

Future minimum payments, (including payments related to the February 1, 2019 renewal for 732 Cruiser Lane premises) for the next five years and thereafter as of December 31, 2018, under these operating leases, are as follows (in thousands):

2019	$	817
2020		528
2021		507
2022		485
2023		426
Thereafter		662
Total	$	3,425

Rent expense was $0.8 million for the years ended December 31, 2018 and 2017, respectively. Rent expense is determined using the straight-line method of the minimum expected rent paid over the term of the agreement. We have no contingent rent agreements.

Capital Leases

Future minimum payments for the next five years and thereafter as of December 31, 2018, under these capital leases, are as follows (in thousands):

2019	$	502
2020		217
2021		-
2022		-
2023		-
Thereafter		-
Total minimum lease payments		719
Less amount representing interest		(89	)
Present value of obligations under capital leases		630
Less current portion		(426	)
Long-term capital lease obligations	$	204

Litigation

On August 10, 2017, a civil suit complaint was filed against Xtant in the United States District Court, District of Nevada by Axis Spine NV, LLC (“Axis”), Case No. 2:17-CV-02147-APG-VCF. The complaint alleges breach of contract, breach of the implied covenant of good faith and fair dealing, and tortious interference with prospective economic advantage with respect to an alleged medical device distribution relationship between the parties. Specifically, Axis alleges that Xtant owes payments to Axis for its medical device distributions. Axis seeks relief in the form of damages in an amount in excess of $1.0 million. On March 6, 2019, the Court granted Xtant’s motion for summary judgment on Axis’s claims for breach of contract, and breach of the covenant of good faith and fair dealing, but denied Xtant’s motion for summary judgment on Axis’s unjust enrichment claim. Xtant is evaluating its alternatives in light of the court order. Because this matter is in early stages and because of the complexity of the case, we cannot estimate the possible loss or range of loss, if any, associated with its resolution. However, there can be no assurance that the ultimate resolution of this matter will not result in a material adverse effect on our business, financial condition or results of operations.

On December 13, 2018, a complaint was filed by RSB Spine, LLC against Xtant Medical Holdings, Inc. which claims that some of our products, including the Irix-ATM Lumbar Integrated Fusion System and the Irix-CTM Cervical Integrated Fusion System, infringe certain of RSB Spine’s patents. The complaint seeks an adjudication of infringement, an injunction against future infringement, unspecified damages for infringement, a finding that such infringement is willful, and treble damages for such willful infringement. This action was brought in the United States District Court for the District of Delaware. We intend to vigorously defend the claims in this action. Because this matter is in early stages and because of the complexity of the case, we cannot estimate the possible loss or range of loss, if any, associated with its resolution. However, there can be no assurance that the ultimate resolution of this matter will not result in a material adverse effect on our business, financial condition or results of operations.

In October 2016, Phoenix Surgical, Inc., a former distributor sued Xtant for its alleged participation in a scheme orchestrated by a former Phoenix Surgical sales representative to divert sales away from Phoenix Surgical to another entity. The other entity diverted approximately $285,000 in sales (or approximately $205,000 in gross profit) that would otherwise have gone to Phoenix Surgical. Phoenix Surgical alleges that Xtant and one of its former employees participated in this diversion of sales and that Xtant is liable to Phoenix Surgical for its loss, with treble damages for violation of a Connecticut statute. Xtant claims that the other entity was a legitimate distributor, its former employee acted on his own and Xtant had no way of knowing the other parties were diverting sales. Phoenix initially sued Xtant in Connecticut and in federal bankruptcy court because some other individuals involved have filed bankruptcy. Xtant was dismissed from those actions, and the dispute is now subject to arbitration in Colorado. The arbitration is scheduled for July 2019.

In addition, we are engaged in ordinary routine litigation incidental to our business from time to time, including product liability dispute.

Indemnifications

Our arrangements generally include limited warranties and certain provisions for indemnifying customers against liabilities if our products or services infringe a third-party’s intellectual property rights. To date, we have not incurred any material costs as a result of such warranties or indemnification provisions and have not accrued any liabilities related to such obligations in the accompanying financial statements.

We have also agreed to indemnify our directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as our director or officer or that person’s services provided to any other company or enterprise at our request.

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

(10)

Income Taxes

The Company’s provision for income taxes differs from applying the statutory U.S. Federal income tax rate to income before taxes. The primary difference results from providing for state income taxes and from deducting certain expenses for financial statement purposes but not for federal income tax purposes.

The components of income loss before provision for income taxes consist of the following (in thousands):

	Year Ended December 31,
	2018			2017
United States	$	(70,059	)	$	(52,411	)

Total	$	(70,059	)	$	(52,411	)

The components of the income tax provision are as follows (in thousands):

	Year Ended December 31,
	2018		2017
Current:
Federal	$	-	$	-
State		-		-
Total current		-		-

Deferred:
Federal		-		-
State		-		-
Total deferred		-		-

Total Provision for Income Taxes	$	-	$	-

The reconciliation of income tax attributable to operations computed at the U.S. Federal statutory income tax rate of 21% to income tax expense is as follows (in thousands):

	Year Ended December 31,
	2018			2017
Statutory Federal tax rate	$	(14,712	)	$	(18,315	)
Valuation allowance		7,270			6,390
State income taxes, net of Federal benefit		(1,740	)		(2,818	)
Goodwill impairment		8,049			-
Change in state income tax rate		396			755
Change in warrant derivative liability		(25	)		(71	)
Stock compensation adjustment and other reconciling items		349			(190	)
Tax Cuts and Jobs Act		-			11,772
Nondeductible interest		247			1,473
Restructuring expenses		117			952
Other		-			-
Nondeductible meals and entertainment expense		49			52

Total Provision for Income Taxes	$	-		$	-

Deferred tax components are as follows (in thousands):

	At December 31,
	2018			2017
Deferred tax assets:
Accrued liability for vacation	$	77		$	81
Accrued commissions and bonuses / compensation		332			60
Accrued contingencies		121			68
Amortization		40			-
Bad debt reserve		552			580
Charitable contributions carryforward		7			8
Interest expense		2,173			-
Inventory reserve		3,200			2,075
Net operating loss carryovers		22,996			23,174
Stock option compensation		475			560
Other		24			42
Total deferred tax assets		29,997			26,648

Deferred tax liabilities:
Depreciation		(137	)		(704	)
Amortization		-			(3,355	)
Total deferred tax liabilities		(137	)		(4,059	)

Valuation allowance		(29,860	)		(22,589	)

Net deferred tax assets	$	-		$	-

The ultimate realization of deferred tax assets is dependent upon the existence, or generation, of taxable income in the periods when those temporary differences and net operating loss carryovers are deductible. Management considers the scheduled reversal of deferred tax liabilities, taxes paid in carryover years, projected future taxable income, available tax planning strategies, and other factors in making this assessment. Based on available evidence, management does not believe it is more likely than not that all of the deferred tax assets will be realized. Accordingly, the Company has established a valuation allowance equal to the net realizable deferred tax assets. The valuation allowance increased by $7.3 million in 2018 and increased by $6.4 million in 2017.

At December 31, 2018 and 2017, the Company had total domestic Federal and state net operating loss carryovers of approximately $158.7 million and $164.8 million, respectively. Federal and state net operating loss carryovers both expire at various dates between 2024 and 2038. Federal net operating losses generated in 2018 have an indefinite carryforward and are only available to offset 80% taxable income.

Under the Tax Reform Act of 1986, as amended, the amounts of and benefits from net operating loss carryovers and research and development credits may be impaired or limited in certain circumstances. Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three-year period. The Company has not performed an analysis to determine if an ownership change has occurred for 2018 or 2017.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. Prior GAAP required an entity to recognize excess tax benefit or deficiency as additional paid-in capital. To simplify the presentation of stock compensation, the amendments in this Update require that the excess tax benefit or deficiency is recognized as expense. For non-public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Company adopted the update as of January 1, 2017. Due to a full valuation allowance, there was no qualitative impact to the tax provision upon adoption.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”), was signed into legislation. As a result of the lower enacted corporate tax rate, the Company has remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The amount recorded at December 31, 2017 related to the remeasurement of the Company’s deferred tax balance was $11.8 million, that was fully offset by a corresponding decrease to the valuation allowance.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”), was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. In accordance with SAB 118, the Company has provisionally determined that there is no tax deferred tax benefit or expense with respect to the remeasurement of certain deferred tax assets and liabilities due to the full valuation allowance against net deferred tax assets. The Company analyzed certain aspects of the Act further and refined its calculations during 2018. The Company has completed their analysis of the impact of the Tax Act at December 31, 2018 and has incorporated it into the current year provision. The most significant impact as a result of the Act, beginning in tax year 2018, is the limitation placed on the deductibility of interest expense.

The 2015 through 2017 tax years remain open to examination by the Internal Revenue Service and various other state tax agencies. These taxing authorities have the authority to examine those tax years until the applicable statute of limitations expire.

The Company did not recognize any material interest or penalties related to income taxes for the years ended December 31, 2018 and 2017.

Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

Equity

(11)

Equity

Convertible Note Indenture

During the first quarter of 2018, in connection with our Restructuring (defined above), all of the outstanding 6.00% convertible senior unsecured notes due 2021 were converted or exchanged into shares of our common stock and the Indenture governing such notes was discharged. On January 17, 2018, the Investors converted $1.6 million aggregate principal amount of 6.00% convertible senior unsecured promissory notes due in 2021, which were issued effective January 17, 2017, plus accrued and unpaid interest, into 189,645 shares of our common stock. On February 14, 2018, an additional $70.3 million aggregate principal amount of notes, plus accrued and unpaid interest, were exchanged for 10,401,309 newly-issued shares of our common stock.

Private Placement SPA

On February 14, 2018, we sold to the Investors pursuant to the Private Placement SPA 945,819 shares of our common stock, at a price of $7.20 per share, for aggregate proceeds of $6.8 million.

Registration Rights Agreement

On May 15, 2018, we filed a shelf resale registration statement with the SEC pursuant to our obligations under the Registration Rights Agreement. This registration statement was declared effective by the SEC on June 4, 2018.

Rights Offering

On May 18, 2018, we distributed to holders of our common stock, at no charge, non-transferable subscription rights to purchase up to an aggregate of 1,137,515 shares of our common stock (the “Rights Offering”). In the Rights Offering, holders received 0.0869816 subscription rights for each share of common stock held on the record date, April 27, 2018. The units were priced at $7.20 per unit. The Rights Offering expired on June 18, 2018, at which time the rights were no longer exercisable. We issued 129 shares of our common stock in the Rights Offering, resulting in $0.9 thousand in gross proceeds to us.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Employee Benefit Plans

Employee Benefit Plans

(12)

Employee Benefit Plans

The Company combined the previous two 401(k) plans for Bacterin and X-spine in 2017. Under the combined plan, the employee becomes qualified upon starting employment. In 2018, the Company contributed $0.3 million as part of the employer match program. Terms for the plan are as follows:

	Discretionary Match:		3%

	Contribution Limit:		$18,000 or the statutorily prescribed limit

Supplemental Disclosure of Cash Flow Information

12 Months Ended

Dec. 31, 2018

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosure of Cash Flow Information

(13)

Supplemental Disclosure of Cash Flow Information

Supplemental cash flow information is as follows (in thousands):

	Year Ended
	December 31,
	2018		2017
Cash paid during the period for:
Interest	$	186	$	627
Non-cash activities:
Issuance of capital leases	$	84	$	173
Interest converted into common stock	$	556	$	480
Conversion of convertible debt to equity	$	71,865	$	-
Convertible PIK interest	$	4,764	$	-
Conversion of interest related to the Credit Facility to long-term debt	$	7,977	$	-
Write-off of convertible debt issuance cost	$	1,012	$	-
Debt discount on long-term credit facility	$	5,114	$	-
Net Transfer of inventory to property and equipment	$	149	$	-
RSU vesting	$	120	$	-

Segment and Geographic Information

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Segment and Geographic Information

(15)

Segment and Geographic Information

The Company’s management reviews financial results and manages the business on an aggregate basis. Therefore, financial results are reported in a single operating segment: the development, manufacture and marketing of orthopedic medical products and devices.

The Company attributes revenues to geographic areas based on the location of the customer. Approximately 95% and 97% of revenue were in the United States, respectively, for the years ended December 31, 2018 and 2017. Total revenue by major geographic area is as follows (in thousands):

	Year Ended December 31,
	2018		2017
United States	$	68,880	$	79,738
Rest of World		3,323		2,874
Total	$	72,203	$	82,612

Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

(16)

Subsequent Events

On March 29, 2019, Xtant Medical Holdings, Inc., and our subsidiaries, Bacterin International, Inc., Xtant Medical Systems, Inc. and X-spine Systems, Inc., entered into a Second Amended and Restated Credit Agreement (“Second Amended and Restated Credit Agreement”) with OrbiMed Royalty Opportunities II, LP and ROS Acquisition Offshore LP. (collectively, the “Investors”), which amended and restated the prior Amended and Restated Credit Agreement dated as of July 27, 2015 among the parties thereto, and as subsequently amended through the Twenty-Fifth Amendment to the Amended and Restated Credit Agreement, the “Prior Credit Agreement”).

Under the terms of the Second Amended and Restated Credit Agreement, the Prior Credit Agreement was amended to provide that:

	●	X-Spine Systems, Inc. may request additional term loans from the Investors in the remaining amount available to be requested as Additional Delayed Draw Loans, which was approximately $2,200,000 as of the date of the Second Amended and Restated Credit Agreement, and may request new additional term loans in an aggregate amount of up to $10,000,000, the making of each such Loan to be subject to the discretion of the Investors and the Company’s production of a thirteen-week cash flow forecast that is approved by the Investors and shows a projected cash balance for the following two-week period of less than $1,500,000, as well as the satisfaction (or waiver in writing by each Investor) of conditions precedent, including closing certificate, delivery of budget, and other satisfactory documents;
	●	No interest will accrue on the Loans under the Second Amended and Restated Credit Agreement from and after January 1, 2019 until March 31, 2020;
	●	Beginning April 1, 2020 through the maturity date of the Second Amended and Restated Credit Agreement, interest payable in cash will accrue on the Loans under the Credit Agreement at a rate per annum equal to the sum of (i) 10.00% plus (ii) the higher of (x) the LIBO Rate (as such term is defined in the Second Amended and Restated Credit Agreement) and (y) 2.3125%;
	●	The maturity date of the Loans is March 31, 2021;
	●	The Consolidated Senior Leverage Ratio and Consolidated EBITDA (as such terms were defined in the Prior Credit Agreement) financial covenants were deleted and a new Revenue Base (as such term is defined in the Second Amended and Restated Credit Agreement) financial covenant was added; and
	●	The key person event default provision was revised to refer specifically to Kevin Brandt and Ron Berlin.

On April 1, 2019 Xtant will issue warrants to purchase an aggregate of 1.2 million shares of Company common stock to the Investors, with an exercise price of $0.01 per share and an expiration date of April 1, 2029. The issuance of the 2019 Warrants occurred on April 1, 2019 and was a condition to the effectiveness of the Second Amended and Restated Credit Agreement. The 2019 Warrants are expected to meet all the requirements to be classified as equity awards in accordance with ASC 815-40. However, our final analysis will be completed in connection with the filing of our March 31, 2019 interim financial statements on Form 10-Q. The number of shares of Company common stock issuable upon exercise of the 2019 Warrants are subject to standard and customary anti-dilution provisions for stock splits, stock dividends or similar transactions.

The issuance of the 2019 Warrants was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The issuance of any shares of Company common stock in connection with the exercise of the 2019 Warrants is also expected to be exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

The Investors, which collectively own approximately 70% of the Company’s outstanding common stock, and beneficially own, with their warrants, approximately 75% of the Company’s outstanding common stock, are the sole holders of the Company’s outstanding long-term debt. In addition, as described in more detail in the definitive proxy statement for the Company’s 2018 annual meeting of stockholders filed with the SEC on June 26, 2018, as amended, the Company is a party to an Investor Rights Agreement and Registration Rights Agreement with the Investors in addition to the Second Amended and Restated Credit Agreement.

Business Description and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Description

Business Description

At December 31, 2018, the Company had cash on hand balances of $6.8 million, and accumulated deficit of $215 million and has incurred significant losses in the current and prior periods.

Corporate Restructuring

Corporate Restructuring

Restructuring Agreement

Amended and Restated Certificate of Incorporation

●	effect the Reverse Stock Split;

●	after giving effect to the Reverse Stock Split, decrease the number of authorized shares of common stock available for issuance from 95,000,000 to 50,000,000 and increase the number of authorized shares of preferred stock available for issuance from 5,000,000 to 10,000,000;

●	authorize the Board of Directors (“Board”) to increase or decrease the number of shares of any series of our capital stock, provided that such increase or decrease does not exceed the number of authorized shares or be less than the number of shares then outstanding;

●	authorize the Board to issue new series of preferred stock without approval of the holders of common stock or other series of preferred stock, with such powers, preferences and rights as may be determined by the Board;

●	authorize a majority of the Board to fix the number of our directors;

●	indemnify the members of the Board to the fullest extent permitted by law;

●	remove the classification of the Board to require all directors to be elected annually;

●	provide that special meetings of our stockholders may only be called by the Board, the chairman of the Board or our chief executive officer;

●	provide that no stockholder will be permitted cumulative voting at any election of directors;

●	elect not to be governed by Section 203 of the Delaware General Corporation Law (the “DGCL”);

●	elect the Court of Chancery of the State of Delaware to be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees, any action under the DGCL, our Charter or bylaws or any actions governed by the internal affairs doctrine; and

●	require the vote of at least two-thirds of the voting power of the then outstanding shares of our capital stock to amend or repeal certain provisions of our Charter.

Private Placement SPA

Investor Rights Agreement

Registration Rights Agreement

Second Amended and Restated Bylaws

●	provide for annual and special meetings of stockholders to be held through remote communications;

●	provide for the election of any directors not elected at an annual meeting of stockholders to be elected at a special meeting of stockholders;

●	declassify the Board into one group of directors that will hold office until the subsequent annual meeting of stockholders and until the election and qualification of such directors’ respective successors;

●	provide for the filling of a new directorship or director vacancy by the affirmative vote of the holders of a majority of the voting power of our shares of stock;

●	allow for a majority of the Board present to adjourn a Board meeting if a quorum is not met;

●	unless otherwise restricted in the Amended Bylaws or our Charter, provide the Board with the authority to fix the compensation of directors, including without limitation, compensation for services as members of Board committees;

●	allow us to enter into an agreement with a stockholder to restrict the transfer of shares held by such stockholder in any manner not prohibited by the DGCL; and

●	allow the Board to declare dividends on our capital stock, subject to any provisions of our Charter and applicable law.

Concentrations and Credit Risk

Concentrations and Credit Risk

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Trade Accounts Receivable

Trade Accounts Receivable

Inventories

Inventories

Property and Equipment

Property and Equipment

Intangible Assets

Intangible Assets

Other Assets

Other Assets

Other Assets consist of the short-term and the long-term portion of prepaid expenses and security deposits.

Long-Lived Assets

Long-Lived Assets

Goodwill

Goodwill

Revenue Recognition

Revenue Recognition

Adoption Impact

Disaggregation of Revenue

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Orthobiologics	$	48,984		68	%
Spinal implant		22,830		31	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

The following table presents revenues from these sales channels for the year-ended December 31, 2018 (in thousands):

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Independent agents	$	63,063		87	%
Direct sales		8,751		12	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

Performance Obligations

Contract Assets and Liabilities

Research and Development

Research and Development

Research and development costs, which are principally related to internal costs for the development of new products are expensed as incurred.

Net Loss Per Share

Net Loss Per Share

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The following table sets forth by level, within the fair value hierarchy, our liabilities as of December 31, 2018 and 2017 that are measured at fair value on a recurring basis (in thousands):

Warrant derivative liability

	As of December 31, 2018		As of December 31, 2017
Level 1		-		-
Level 2		-		-
Level 3	$	10	$	131

Level 3 Changes

Warrant derivative liability

Balance at January 1, 2017	$	334
Gain recognized in earnings		(203	)
Balance at January 1, 2018	$	131
Gain recognized in earnings		(121	)
Balance at December 31, 2018	$	10

During the year ended December 31, 2018, the Company did not change any of the valuation techniques used to measure its liabilities at fair value.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Reclassification

Reclassification

Certain prior year amounts have been reclassified to conform with current year presentation.

Business Description and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Revenues from These Sales Channels

The following table presents revenues from these product lines for the year ended December 31, 2018:

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Orthobiologics	$	48,984		68	%
Spinal implant		22,830		31	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

The following table presents revenues from these sales channels for the year-ended December 31, 2018 (in thousands):

	Year-Ended		Percentage of
	December 31, 2018		Total Revenue
Independent agents	$	63,063		87	%
Direct sales		8,751		12	%
Other revenue		389		1	%
Total revenue	$	72,203		100	%

Schedule of Assets and Liabilities Measured on Recurring Basis

The following table sets forth by level, within the fair value hierarchy, our liabilities as of December 31, 2018 and 2017 that are measured at fair value on a recurring basis (in thousands):

Warrant derivative liability

	As of December 31, 2018		As of December 31, 2017
Level 1		-		-
Level 2		-		-
Level 3	$	10	$	131

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

Warrant derivative liability

Balance at January 1, 2017	$	334
Gain recognized in earnings		(203	)
Balance at January 1, 2018	$	131
Gain recognized in earnings		(121	)
Balance at December 31, 2018	$	10

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

The following table sets forth information regarding intangible assets (in thousands):

	December 31, 2018			December 31, 2017
Patents	$	847		$	847
Acquisition related intangibles:
Technology		-			13,789
Customer relationships		-			9,911
Tradename		-			1,867
Non-compete		-			41
Accumulated amortization		(274	)		(12,629	)
Net carrying value	$	573		$	13,826

Aggregate amortization expense:	$	2,539		$	4,629

Schedule of Estimated Amortization Expense for Intangible Assets

The following is a summary of estimated future amortization expense for intangible assets as of December 31, 2018 (in thousands):

2019	$	56
2020		56
2021		55
2022		54
2023		53
Thereafter		299
Total	$	573

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity

Stock option activity, including options granted under the 2018 Plan, the Prior Plan and the Non-Plan Grants, was as follows (in thousands, except number of shares and per share amounts):

	2018							2017
						Weighted							Weighted
				Weighted		Average Fair					Weighted		Average Fair
				Average Exercise		Value at Grant					Average Exercise		Value at Grant
	Shares			Price		Date		Shares			Price		Date
Outstanding at January 1		67,465		$	71.03	$	36.85		100,492		$	62.52	$	33.84
Granted		650,770			4.79		4.15		-			-		-
Cancelled or expired		(221,277	)		13.45		7.77		(33,027	)		45.13		30.74
Outstanding at December 31		496,958		$	9.90	$	6.62		67,465		$	71.03	$	36.85
Exercisable at December 31		66,188		$	46.88	$	25.92		32,750		$	128.39	$	62.23

Schedule of Share-based Compensation, Stock Options Assumptions

	Year Ended
	December 31,
	2018			2017
Risk free interest rate		2.97	%		-
Dividend Yield		0	%		-
Expected term		10.0 years			-
Expected Volatility		89	%		-
Expected forfeiture rate		20	%		-

Warrants (Tables)

12 Months Ended

Dec. 31, 2018

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrant Activity

The following table summarizes our warrant activities for the period ended December 31, 2018:

				Weighted
	Common			Average
	Stock			Exercise
	Warrants			Price
Outstanding as of January 1, 2017		524,277		$	26.76
Expired		(4,360	)		135.36
Outstanding at January 1, 2018		519,917		$	25.68
Issued		1,200,000			0.01
Expired		(9,308	)		88.84
Outstanding at December 31, 2018		1,710,609		$	7.33

Schedule of Warrant Valuation Assumptions

The estimated fair value was derived using the lattice model with the following weighted-average assumptions:

	Year Ended
	December 31,
	2018			2017
Value of underlying common stock (per share)	$	1.61		$	6.84
Risk free interest rate		2.48	%		2.12	%
Expected term		3.6 years			4.6 years
Volatility		92	%		92	%
Dividend yield		0	%		0	%

Schedule of Warrants Activities Used in Derivative Liability

The following table summarizes our activities related to warrants accounted for as a derivative liability for the years ended December 31, 2018 and 2017:

	2018			2017
Balance at January 1		93,759			93,759
Derivative warrants issued		-			-
Derivative warrants exercised		-			-
Derivative warrants expired		(6,250	)		-
Balance at December 31		87,509			93,759

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

2019	$	817
2020		528
2021		507
2022		485
2023		426
Thereafter		662
Total	$	3,425

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum payments for the next five years and thereafter as of December 31, 2018, under these capital leases, are as follows (in thousands):

2019	$	502
2020		217
2021		-
2022		-
2023		-
Thereafter		-
Total minimum lease payments		719
Less amount representing interest		(89	)
Present value of obligations under capital leases		630
Less current portion		(426	)
Long-term capital lease obligations	$	204

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Components of Income Loss Before Provision for Income Taxes

The components of income loss before provision for income taxes consist of the following (in thousands):

	Year Ended December 31,
	2018			2017
United States	$	(70,059	)	$	(52,411	)

Total	$	(70,059	)	$	(52,411	)

Schedule of Components of Income Tax Provision

The components of the income tax provision are as follows (in thousands):

	Year Ended December 31,
	2018		2017
Current:
Federal	$	-	$	-
State		-		-
Total current		-		-

Deferred:
Federal		-		-
State		-		-
Total deferred		-		-

Total Provision for Income Taxes	$	-	$	-

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation of income tax attributable to operations computed at the U.S. Federal statutory income tax rate of 21% to income tax expense is as follows (in thousands):

	Year Ended December 31,
	2018			2017
Statutory Federal tax rate	$	(14,712	)	$	(18,315	)
Valuation allowance		7,270			6,390
State income taxes, net of Federal benefit		(1,740	)		(2,818	)
Goodwill impairment		8,049			-
Change in state income tax rate		396			755
Change in warrant derivative liability		(25	)		(71	)
Stock compensation adjustment and other reconciling items		349			(190	)
Tax Cuts and Jobs Act		-			11,772
Nondeductible interest		247			1,473
Restructuring expenses		117			952
Other		-			-
Nondeductible meals and entertainment expense		49			52

Total Provision for Income Taxes	$	-		$	-

Schedule of Deferred Tax Assets and Liabilities

Deferred tax components are as follows (in thousands):

	At December 31,
	2018			2017
Deferred tax assets:
Accrued liability for vacation	$	77		$	81
Accrued commissions and bonuses / compensation		332			60
Accrued contingencies		121			68
Amortization		40			-
Bad debt reserve		552			580
Charitable contributions carryforward		7			8
Interest expense		2,173			-
Inventory reserve		3,200			2,075
Net operating loss carryovers		22,996			23,174
Stock option compensation		475			560
Other		24			42
Total deferred tax assets		29,997			26,648

Deferred tax liabilities:
Depreciation		(137	)		(704	)
Amortization		-			(3,355	)
Total deferred tax liabilities		(137	)		(4,059	)

Valuation allowance		(29,860	)		(22,589	)

Net deferred tax assets	$	-		$	-

Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2018

Employee Benefit Plans

Schedule of Terms for Plan

	Discretionary Match:		3%

	Contribution Limit:		$18,000 or the statutorily prescribed limit

Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2018

Segment Reporting [Abstract]

Schedule of Revenues by Geographic Region

	Year Ended December 31,
	2018		2017
United States	$	68,880	$	79,738
Rest of World		3,323		2,874
Total	$	72,203	$	82,612

Business Description and Summary of Significant Accounting Policies (Details Narrative)							3 Months Ended	12 Months Ended
	May 18, 2018 USD ($) $ / shares shares	Apr. 27, 2018 $ / shares shares	Feb. 14, 2018 USD ($) $ / shares shares	Feb. 14, 2018 USD ($) $ / shares shares	Feb. 13, 2018 shares	Jan. 17, 2018 USD ($) $ / shares shares	Mar. 31, 2018	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($) shares	Jan. 02, 2018 USD ($)	Dec. 31, 2016 USD ($)
Reverse stock split, description				Upon the effectiveness of the Reverse Stock Split, every 12 shares of our issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share.	1-for-12 reverse split
Cash on hand \| $								$ 6,797,000	$ 2,856,000		$ 2,578,000
Accumulated deficit \| $								(215,045,000)	(144,946,000)
Debt conversion, converted instrument, amount \| $								$ 71,865,000
Stock issued during period, shares, new issues	129							129
Shares issued, price per share \| $ / shares	$ 0.0869816
Stock issued during period, value, new issues \| $	$ 900,000							$ 900
Common stock, shares authorized								50,000,000	50,000,000
Preferred stock, shares authorized								10,000,000	10,000,000
Description of royalty opportunities				(i) issue new securities; (ii) incur over $0.25 million of debt in a fiscal year; (iii) sell or transfer over $0.25 million of our assets or businesses or our subsidiaries in a fiscal year; (iv)acquire over $0.25 million of assets or properties in a fiscal year; (v)make capital expenditures over $0.125 million individually, or $1.5 million in the aggregate during a fiscal year; (vi) approve our annual budget; (vii) hire or terminate our chief executive officer; (viii)appoint or remove the chairperson of the Board; and (ix) make, loans to, investments in, or purchase, or permit any subsidiary to purchase, any stock or other securities in another entity in excess of $0.25 million in a fiscal year.
Ownership interest percentage description								(a) upon the mutual written agreement of all the parties, (b) upon written notice of the Company or an Investor, if such Investor's ownership percentage of our then outstanding common stock is less than 10%, or (c) upon written notice by the Investors. PWPI and PWIMF's right to purchase from us a pro rata amount of any new securities will also terminate at such time as their aggregate ownership percentage of our then outstanding common stock is less than 8.5%.
Impairment of long-lived assets \| $
Adjustment to decrease opening balance of retained earnings \| $										$ 24,000
Antidilutive securities excluded from computation of earnings per share, amount								2,207,567	587,382
Operating lease liability and right-of-use asset \| $								$ 3,000,000
Securities Purchase Agreement [Member]
Stock issued during period, shares, new issues				945,819
Shares issued, price per share \| $ / shares			$ 7.20	$ 7.20
Stock issued during period, value, new issues \| $				$ 6,800,000
Reverse Stock Split Before [Member]
Common stock, shares authorized					95,000,000
Preferred stock, shares authorized					50,000,000
Reverse Stock Split After [Member]
Common stock, shares authorized					50,000,000
Preferred stock, shares authorized					10,000,000
Maximum [Member]
Stock issued during period, shares, new issues	1,137,515
Minimum [Member]
Outstanding common stock in percentage			40.00%	40.00%
2017 Notes [Member]
Debt conversion, converted instrument, shares issued						189,645
6.00% Convertible Senior Unsecured Notes [Member]
Debt instrument due date description			Convertible senior unsecured notes due 2021			Convertible senior unsecured notes due 2021	Convertible senior unsecured notes due 2021
Debt instrument, conversion price per share \| $ / shares			$ 7.20	$ 7.20
Debt conversion, converted instrument, shares issued			10,401,309	10,401,309		189,645
Debt conversion, converted instrument, amount \| $			$ 70,300,000			$ 1,600,000
Debt instrument, convertible, conversion ratio			138.8889
Debt instrument, face amount \| $			$ 1,000,000	$ 1,000,000
6.00% Convertible Senior Unsecured Notes [Member] \| OrbiMed Royalty Opportunities II, LP [Member]
Non-controlling interest, ownership percentage by parent			70.00%	70.00%
6.00% Convertible Senior Unsecured Notes [Member] \| 2017 Notes [Member]
Debt instrument due date description						Convertible senior unsecured notes due 2021
Debt instrument, conversion price per share \| $ / shares						$ 9.11
Restructuring Agreement [Member]
Shares issued, price per share \| $ / shares		$ 7.20
Rights offering expired		Jun. 18, 2018
Restructuring Agreement [Member] \| Maximum [Member]
Stock issued during period, shares, new issues		1,137,515
Orbi Med [Member] \| Amended and Restated Credit Agreement [Member]
Debt capital \| $								10,000,000
Cash and accounts receivable \| $								$ 16,700,000
Management evaluation description								Management's evaluation of going concern was conducted as part of the multiple discussions with the Xtant Board of Directors' review of the Annual Operating Plan. The Company and OrbiMed have entered into an Amended and Restated Credit Agreement and commitment for up to an additional $10 million in debt capital. Management believes these actions along with the $16.7 million of cash and accounts receivable on the balance sheet as of December 31, 2018 will enable the Company to continue as a going concern through the end of March 2020.

Business Description and Summary of Significant Accounting Policies - Schedule of Revenues from These Sales Channels (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue from contract with customer	$ 71,814	$ 82,513
Other revenue	389	99
Total revenue	$ 72,203	$ 82,612
Percentage of total revenue	100.00%
Percentage of other revenue	1.00%
Orthobiologics [Member]
Revenue from contract with customer	$ 48,984
Percentage of total revenue	68.00%
Spinal Implant [Member]
Revenue from contract with customer	$ 22,830
Percentage of total revenue	31.00%
Independent Agents [Member]
Revenue from contract with customer	$ 63,063
Percentage of total revenue	87.00%
Direct Sales [Member]
Revenue from contract with customer	$ 8,751
Percentage of total revenue	12.00%

Business Description and Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance	$ 131	$ 334
Gain recognized in earnings	(121)	(203)
Balance	$ 10	$ 131

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 4,136	$ 4,277
Work in process	949	1,515
Finished goods	24,618	24,342
Gross inventories	29,703	30,134
Reserve for obsolescence	(12,402)	(7,711)
Current inventories, net	$ 17,301	$ 22,423

Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	5 years
Property, plant and equipment, net	$ 7,174	$ 9,913
Impairment charges		1,600
Depreciation expense	3,200	3,800
Capital leased assets, gross	1,600
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation	900
Surgical Instruments Property Equipments [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net	$ 4,400	$ 6,600

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Total cost	$ 20,083	$ 21,201
Less: accumulated depreciation	(12,909)	(11,288)
Property and equipment, net	7,174	9,913
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	4,145	4,471
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	481	489
Computer Software [Member]
Property, Plant and Equipment [Line Items]
Total cost	570	524
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total cost	164	215
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	3,941	4,030
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total cost	10	10
Surgical Instruments [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 10,772	$ 11,461

Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Goodwill impairment charge	$ 38,300
Goodwill	3,205	$ 41,535
Assets impairment charges	48,146	17,586
Tradenames, Technology and Customer Relationships [Member]
Assets impairment charges	$ 9,800	$ 17,600

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Accumulated amortization	$ (274)	$ (12,629)
Intangible assets, net	573	13,826
Aggregate amortization expense:	2,539	4,629
Patents [Member]
Gross carrying value	847	847
Technology [Member]
Gross carrying value		13,789
Customer Relationships [Member]
Gross carrying value		9,911
Tradename [Member]
Gross carrying value		1,867
Non-compete [Member]
Gross carrying value		$ 41

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2019	$ 56
2020	56
2021	55
2022	54
2023	53
Thereafter	299
Total	$ 573

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Payables and Accruals [Abstract]
Accrued interest payable		$ 10,835
Wages/commissions payable	3,332	2,831
Accrued stock compensation		120
Other accrued liabilities	1,818	2,059
Accrued Liabilities	$ 5,150	$ 15,845

Debt (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Sep. 17, 2018	Feb. 14, 2018	Feb. 14, 2018	Jan. 17, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt instrument, basis spread on variable rate						13.45%
Debt instrument description	The Optional PIK Interest (as such term is defined in the Amended and Restated Credit Agreement) was decreased from 15% plus the LIBO Rate (as such term is defined in the Amended and Restated Credit Agreement) to 10% plus the LIBO Rate, with a 2.3125% floor;
Issuance of warrants to purchase a common stock	1,200,000
Exercise price of warrants	$ 0.01					$ 7.33	$ 25.68	$ 26.76
Warrants expiration date	Aug. 01, 2028
Debt instrument maturity date						Mar. 31, 2021
April 1, 2019 [Member]
Issuance of warrants to purchase a common stock						1,200,000
Exercise price of warrants						$ 0.01
Warrants expiration date						Apr. 01, 2029
Second Amended and Restated Credit Agreement [Member] \| March 29, 2019 [Member]
Debt instrument description						(i) no interest will accrue on the Loans under the Second Amended and Restated Credit Agreement from and after January 1, 2019 until March 31, 2020; (ii) beginning April 1, 2020 through the maturity date of the Second Amended and Restated Credit Agreement, interest payable in cash will accrue on the Loans under the Credit Agreement at a rate per annum equal to the sum of (a) 10.00% plus (b) the higher of (x) the LIBO Rate (as such term is defined in the Second Amended and Restated Credit Agreement) and (y) 2.3125%; (iii) the maturity date of the Loans is March 31, 2021; (iv) the Consolidated Senior Leverage Ratio and Consolidated EBITDA (as such terms were defined in the Prior Credit Agreement) financial covenants were deleted and a new Revenue Base (as such term is defined in the Second Amended and Restated Credit Agreement) financial covenant was added; and (v) the key person event default provision was revised to refer specifically to Kevin Brandt and Ron Berlin.
Debt instrument face amount						$ 2,200,000
Debt instrument maturity date						Mar. 31, 2021
Second Amended and Restated Credit Agreement [Member] \| March 29, 2019 [Member] \| Investors [Member]
Debt instrument face amount						$ 10,000,000
Second Amended and Restated Credit Agreement [Member] \| Forecast [Member]
Cash balance						$ 1,500,000
Maximum [Member]
Credit facility percentage	2.00%
Minimum [Member]
Credit facility percentage	1.00%
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] \| Through December 31, 2018 [Member]
Debt instrument, basis spread on variable rate			12.00%
Debt instrument interest rate portion payable in cash		10.00%	10.00%
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] \| January 1, 2019 through June 30, 2019 [Member]
Debt instrument, basis spread on variable rate			15.00%
Debt instrument interest rate portion payable in cash		10.00%	10.00%
Twenty-Third Amendment to Amended and Restated Credit Agreement [Member] \| July 1, 2019 through the maturity date [Member]
Debt instrument, basis spread on variable rate			10.00%
Debt instrument, fee percentage			1.00%
6.00% Convertible Senior Unsecured Notes [Member]
Debt instrument due date description		Convertible senior unsecured notes due 2021		Convertible senior unsecured notes due 2021	Convertible senior unsecured notes due 2021
Debt instrument face amount		$ 1,000	$ 1,000

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Amounts due under the Credit Facility	$ 55,787	$ 55,787
PIK interest payable related to the Credit Facility	27,178	11,582
Plus: 2% exit fee on Credit Facility	254
6% convertible senior unsecured notes due 2021		71,865
Gross long-term debt	83,219	139,234
Less: discount on Credit Facility	(5,114)
Less: total debt issuance costs	(166)	(1,272)
Long-term debt, less issuance costs	$ 77,939	$ 137,962

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	12 Months Ended
	Aug. 15, 2018	Aug. 01, 2018	Jul. 25, 2017	Oct. 06, 2016	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	May 18, 2018
Options granted to purchase shares						650,770	0
Shares authorized under the plan						716,812
Number of shares available for issuance						590,935
Shares issued, price per share								$ 0.0869816
Other noncash expense						$ 120	$ 85
Option to purchase shares of common stock				200,000
Vested options to purchase shares of common stock				25,000
Employees and Directors [Member]
Allocated share-based compensation expense						$ 700	$ 200
Non-Employee Directors [Member]
Restricted stock granted during period, shares						93,750
Number of restricted shares awards						$ 400
Shares issued, price per share						$ 4.80
Other noncash expense						$ 200
Employee [Member]
Shares issued, price per share	$ 6.20
Shares based compensation restricted stock	40,000
Share based compensation recognized						$ 16
Former Non-Employee Directors [Member]
Restricted stock granted during period, shares			25,974
Number of restricted shares awards			$ 200
Shares issued, price per share			$ 9.24
Other noncash expense					$ 100
Chief Executive Officer [Member]
Options granted to purchase shares	200,000			25,000
Exercise price share price	$ 6.20			$ 13.32
Common Stock [Member]
Shares based compensation restricted stock							7,183
2018 Equity Incentive Plan [Member]
Term of plan, description		The 2018 Plan became effective immediately upon approval by our stockholders and will expire on July 31, 2028, unless terminated earlier.
Number of common stock available for issuance		1,307,747				1,307,747
Number of common stock available for issuance prior to forfeited shares						590,935
2018 Equity Incentive Plan [Member] \| One Non-Employee Director [Member]
Options granted to purchase shares		26,042
2018 Equity Incentive Plan [Member] \| Restricted Stock Units (RSUs) [Member]
Options granted to purchase shares		40,000
2018 Equity Incentive Plan [Member] \| Common Stock [Member]
Options granted to purchase shares		650,770

Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Shares Granted	650,770	0
Equity Option [Member]
Shares Outstanding, Beginning Balance	67,465	100,492
Shares Granted	650,770
Shares Cancelled or Expired	(221,277)	(33,027)
Shares Outstanding, Ending Balance	496,958	67,465
Shares Exercisable, Ending Balance	66,188	32,750
Weighted Average Exercise Price, Outstanding Beginning Balance	$ 71.03	$ 62.52
Weighted Average Exercise Price, Granted	4.79
Weighted Average Exercise Price, Cancelled or Expired	13.45	45.13
Weighted Average Exercise Price, Outstanding Ending Balance	9.90	71.03
Weighted Average Exercise Price, Exercisable Ending Balance	46.88	128.39
Weighted Average Fair Value at Grant Date, Outstanding Beginning Balance	36.85	33.84
Weighted Average Fair Value at Grant Date, Granted	4.15
Weighted Average Fair Value at Grant Date, Cancelled or Expired	7.77	30.74
Weighted Average Fair Value at Grant Date, Outstanding Ending Balance	6.62	36.85
Weighted Average Fair Value at Grant Date, Exercisable, Ending Balance	$ 25.92	$ 62.23

Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Risk free interest rate	2.48%	2.12%
Dividend Yield	0.00%	0.00%
Expected term	3 years 7 months 6 days	4 years 7 months 6 days
Expected Volatility	92.00%	92.00%
Stock Option [Member]
Risk free interest rate	2.97%	0.00%
Dividend Yield	0.00%	0.00%
Expected term	10 years	0 years
Expected Volatility	89.00%	0.00%
Expected forfeiture rate	20.00%	0.00%

Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018	Sep. 17, 2018	Dec. 31, 2017	Dec. 31, 2016
Class of Warrant or Right [Line Items]
Issuance of warrants to purchase a common stock		1,200,000
Exercise price of warrants	$ 7.33	$ 0.01	$ 25.68	$ 26.76
Warrants expiration date		Aug. 01, 2028
April 1, 2019 [Member]
Class of Warrant or Right [Line Items]
Issuance of warrants to purchase a common stock	1,200,000
Exercise price of warrants	$ 0.01
Warrants expiration date	Apr. 01, 2029
2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Fair value of warrants	$ 5,100
Unrealized gain on warranty derivative liability	$ 100
2018 Warrants [Member] \| Investor [Member]
Class of Warrant or Right [Line Items]
Issuance of warrants to purchase a common stock	1,200,000
Exercise price of warrants	$ 0.01
Warrants expiration date	Aug. 01, 2028
2019 Warrants [Member] \| April 1, 2019 [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants	$ 4.31
Fair value of warrants	$ 2,910,609
2019 Warrants [Member] \| Investor [Member] \| April 1, 2019 [Member]
Class of Warrant or Right [Line Items]
Issuance of warrants to purchase a common stock	1,200,000
Exercise price of warrants	$ 0.01
Warrants expiration date	Apr. 01, 2029

Warrants - Schedule of Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Warrants and Rights Note Disclosure [Abstract]
Outstanding, Beginning Balance	519,917	524,277
Common Stock Warrants, Issued	1,200,000
Common Stock Warrants, Expired	(9,308)	(4,360)
Outstanding, Ending Balance	1,710,609	519,917
Weighted Average Exercise Price Outstanding Beginning Balance	$ 25.68	$ 26.76
Weighted Average Exercise Price, Issued	0.01
Weighted Average Exercise Price, Expired	$ 88.84	135.36
Weighted Average Exercise Price Outstanding Ending Balance	$ 7.33	$ 25.68

Warrants - Schedule of Warrant Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Warrants and Rights Note Disclosure [Abstract]
Value of underlying common stock (per share)	$ 1.61	$ 6.84
Risk free interest rate	2.48%	2.12%
Expected term	3 years 7 months 6 days	4 years 7 months 6 days
Volatility	92.00%	92.00%
Dividend yield	0.00%	0.00%

Warrants - Schedule of Warrants Activities Used in Derivative Liability (Details) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Class of Warrant or Right [Line Items]
Outstanding, Beginning Balance	519,917	524,277
Outstanding, Ending Balance	1,710,609	519,917
Warrant [Member]
Class of Warrant or Right [Line Items]
Outstanding, Beginning Balance	93,759	93,759
Derivative warrants issued
Derivative warrants exercised
Derivative warrants expired	(6,250)
Outstanding, Ending Balance	87,509	93,759

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Aug. 10, 2017	Oct. 31, 2016	Dec. 31, 2018	Dec. 31, 2017
Operating lease expiration description			Expiration dates between 2019 and 2025
Rent expense			$ 800	$ 800
Loss contingency, damages sought, value	$ 1,000
Phoenix Surgical, Inc [Member]
Cost of diverted sales		$ 285
Gross profit of diverted sales		$ 205
Minimum [Member]
Lessee leasing arrangements operating leases term of each option to extend			5 years
Maximum [Member]
Lessee leasing arrangements operating leases term of each option to extend			10 years

Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 817
2020	528
2021	507
2022	485
2023	426
Thereafter	662
Total	$ 3,425

Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
2019	$ 502
2020	217
2021
2022
2023
Thereafter
Total minimum lease payments	719
Less amount representing interest	(89)
Present value of obligations under capital leases	630
Less current portion	(426)	$ (366)
Long-term capital lease obligations	$ 204	$ 624

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Increase in valuation allowance	$ 7,300	$ 6,400
Operating loss carryforwards	$ 158,700	164,800
Operating loss carryforwards expiration period	between 2024 and 2038
Indefinite carryforward available to offset taxable income percentage	80.00%
Operating Loss Carryforwards, Limitations on Use	Events which cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50%, as defined, over a three-year period.
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Tax cuts and jobs act, decrease in Deferred tax valuation allowance		11,800
Interest or penalties related to income taxes

Income Taxes - Schedule of Components of Income Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Total Provision for Income Taxes

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Statutory Federal tax rate	$ (14,712)	$ (18,315)
Valuation allowance	7,270	6,390
State income taxes, net of Federal benefit	(1,740)	(2,818)
Goodwill impairment	8,049
Change in state income tax rate	396	755
Change in warrant derivative liability	(25)	(71)
Stock compensation adjustment and other reconciling items	349	(190)
Tax Cuts and Jobs Act		11,772
Nondeductible interest	247	1,473
Restructuring expenses	117	952
Other
Nondeductible meals and entertainment expense	49	52
Total Provision for Income Taxes

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Accrued liability for vacation	$ 77	$ 81
Accrued commissions and bonuses / compensation	332	60
Accrued contingencies	121	68
Amortization	40
Bad debt reserve	552	580
Charitable contributions carryforward	7	8
Interest expense	2,173
Inventory reserve	3,200	2,075
Net operating loss carryovers	22,996	23,174
Stock option compensation	475	560
Other	24	42
Total deferred tax assets	29,997	26,648
Deferred tax liabilities:
Depreciation	(137)	(704)
Amortization		(3,355)
Total deferred tax liabilities	(137)	(4,059)
Valuation allowance	(29,860)	(22,589)
Net deferred tax assets

Equity (Details Narrative) - USD ($)					3 Months Ended	12 Months Ended
Equity (Details Narrative) - USD ($)	May 18, 2018	Feb. 14, 2018	Feb. 14, 2018	Jan. 17, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Schedule of Equity Method Investments [Line Items]
Debt conversion of convertible debt						$ 71,865,000
Stock issued during period, shares, new issues	129					129
Shares issued, price per share	$ 0.0869816
Stock issued during period, value, new issues	$ 900,000					$ 900
Share price	$ 7.20
Right offering expired date	Jun. 18, 2018
Maximum [Member]
Schedule of Equity Method Investments [Line Items]
Stock issued during period, shares, new issues	1,137,515
Private Placement [Member]
Schedule of Equity Method Investments [Line Items]
Stock issued during period, shares, new issues			945,819
Shares issued, price per share		$ 7.20	$ 7.20
Stock issued during period, value, new issues			$ 6,800,000
6.00% Convertible Senior Unsecured Notes [Member]
Schedule of Equity Method Investments [Line Items]
Debt instrument due date description		Convertible senior unsecured notes due 2021		Convertible senior unsecured notes due 2021	Convertible senior unsecured notes due 2021
Debt conversion of convertible debt		$ 70,300,000		$ 1,600,000
Debt conversion, converted instrument, shares issued		10,401,309	10,401,309	189,645
Additional debt principal amount		$ 70,300,000	$ 70,300,000

Supplemental Disclosure of Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Supplemental Cash Flow Elements [Abstract]
Interest	$ 186	$ 627
Issuance of capital leases	84	173
Interest converted into common stock	556	480
Conversion of convertible debt to equity	71,865
Convertible PIK interest	4,764
Conversion of interest related to the credit facility to long-term debt	7,977
Write-off of convertible debt issuance cost	1,012
Debt discount on long-term credit facility	5,114
Net Transfer of inventory to property and equipment	149
RSU vesting	$ 120

Subsequent Events (Details Narrative) - USD ($)		12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Mar. 29, 2019	Dec. 31, 2018	Apr. 01, 2019	Sep. 17, 2018	Dec. 31, 2017	Dec. 31, 2016
Debt instrument maturity date		Mar. 31, 2021
Issuance of warrants to purchase a common stock				1,200,000
Exercise price of warrants		$ 7.33		$ 0.01	$ 25.68	$ 26.76
Warrants expiration date				Aug. 01, 2028
Second Amended and Restated Credit Agreement [Member] \| Forecast [Member]
Cash balance		$ 1,500,000,000
Subsequent Event [Member]
Issuance of warrants to purchase a common stock			1,200,000
Exercise price of warrants			$ 0.01
Warrants expiration date			Apr. 01, 2029
Outstanding common stock, percentage			70.00%
Subsequent Event [Member] \| Warrants [Member]
Outstanding common stock, percentage			75.00%
Subsequent Event [Member] \| Second Amended and Restated Credit Agreement [Member]
Debt face amount	$ 10,000,000
Interest rate	10.00%
Debt instrument maturity date	Mar. 31, 2021
Subsequent Event [Member] \| Second Amended and Restated Credit Agreement [Member] \| LIBO Rate [Member]
Interest rate	2.3125%
Subsequent Event [Member] \| Second Amended and Restated Credit Agreement [Member] \| Forecast [Member]
Debt face amount	$ 1,500,000
Subsequent Event [Member] \| X-Spine Systems, Inc [Member] \| Second Amended and Restated Credit Agreement [Member]
Debt face amount	$ 2,200,000

Inventories (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Implants and biological inventory	$ 8,800	$ 12,000

Employee Benefit Plans (Details Narrative) $ in Thousands	12 Months Ended
Employee Benefit Plans (Details Narrative) $ in Thousands	Dec. 31, 2018 USD ($)
Employee Benefit Plans
Employer contributed amount	$ 300

Employee Benefit Plans - Schedule of Terms for Plan (Details)	12 Months Ended
	Dec. 31, 2018
Bacterin Employee [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discretionary Match	3.00%
Contribution Limit, description	$18,000 or the statutorily prescribed limit
X-Spine Employee [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discretionary Match	3.00%
Contribution Limit, description	$18,000 or the statutorily prescribed limit

Segment and Geographic Information (Details Narrative)	12 Months Ended
Segment and Geographic Information (Details Narrative)	Dec. 31, 2018	Dec. 31, 2017
Geographic Concentration Risk [Member] \| United States [Member] \| Sales Revenue, Net [Member]
Concentration risk, percentage	95.00%	97.00%

Segment and Geographic Information - Schedule of Revenues by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Revenue, net, total	$ 72,203	$ 82,612
United States [Member]
Revenue, net, total	68,880	79,738
Rest of World [Member]
Revenue, net, total	$ 3,323	$ 2,874

Income Taxes - Schedule of Components of Income Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income (loss) before provision for income taxes	$ (70,099)	$ (52,411)
United States [Member]
Income (loss) before provision for income taxes	$ (70,059)	$ (52,411)

Related Party Transactions (Details Narrative)	Dec. 31, 2018
Investors [Member]
Related Party Transaction [Line Items]
Noncontrolling interest, ownership percentage by parent	70.00%