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2026-08-07
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 7, 2026

XTANT
MEDICAL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34951 |
|
20-5313323 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
664
Cruiser Lane
Belgrade,
Montana |
|
59714 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(406)
388-0480
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.000001 per share |
|
XTNT |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
Xtant
Medical Holdings, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”) on August
7, 2026. As of the close of business on June 9, 2026, the record date for the Annual Meeting, there were 140,262,960 shares of the Company’s
common stock, par value $0.000001 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting.
Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 104,456,998 shares of Common Stock entitled
to vote at the Annual Meeting, representing 74.47% of the outstanding shares of Common Stock as of the record date, and which constituted
a quorum thereof, were present in person or represented by proxy at the Annual Meeting.
At
the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s
definitive proxy statement for the Annual Meeting as filed with the Securities and Exchange Commission
on June 23, 2026 (the “2026 Proxy Statement”).
The final results of such stockholder voting on each proposal
brought before the Annual Meeting are set forth below:
| Proposal
One - |
Election
of Directors. The six nominees proposed by the Company’s Board of Directors were elected to serve as directors until the
next annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following final
voting results: |
| |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| John
K. Bakewell |
|
80,444,952 |
|
228,383 |
|
23,783,663 |
| Jonn
R. Beeson |
|
79,698,307 |
|
975,028 |
|
23,783,663 |
| Sean
E. Browne |
|
80,428,295 |
|
245,040 |
|
23,783,663 |
| Abhinav
Jain |
|
80,335,481 |
|
337,854 |
|
23,783,663 |
| Tyler
P. Lipschultz |
|
80,450,301 |
|
223,034 |
|
23,783,663 |
| Stavros
G. Vizirgianakis |
|
79,590,709 |
|
1,082,626 |
|
23,783,663 |
| Proposal
Two - |
Ratification
of Appointment of Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of
Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by
the following final voting results: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 104,245,812 |
|
30,112 |
|
181,074 |
|
0 |
| Proposal
Three - |
Advisory
Vote on Executive Compensation. The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s
executive officers named in the 2026 Proxy Statement by the following final voting results: |
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 79,416,901 |
|
1,030,090 |
|
226,344 |
|
23,783,663 |
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
No. |
|
Description |
| 104 |
|
The
Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
XTANT MEDICAL HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Scott Neils |
| |
|
Scott
Neils |
| |
|
Chief
Financial Officer |
Date:
August 7, 2026