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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): March 2, 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. ☐
As
previously announced, on December 1, 2025, Xtant Medical Holdings, Inc. (the “Company”) sold certain assets relating to its
Coflex and CoFix products and all of the outstanding capital stock of its wholly owned subsidiary engaged in the operation of the Company’s
hardware business outside of the United States, Paradigm Spine GmbH (“Paradigm”), to Companion Spine, LLC and/or one of its
affiliates, Companion Spine SAS (collectively, “Companion Spine”), for a total aggregate purchase price of $19.2 million,
subject to certain purchase price adjustments. As part of payment of the total purchase price, Companion Spine issued an unsecured promissory
note in the principal amount of $8.2 million, which was scheduled to mature on January 31, 2026 (the “Note”).
On
March 2, 2026, the Company announced that on February 27, 2026, the Company received from Companion Spine a $10.7 million payment, representing
the repayment of the Note in full, accrued interest thereon, and payment in settlement of the net working capital and other purchase
price adjustments under the Paradigm purchase agreement, bringing the total aggregate purchase price for the two divestitures to $21.4
million. Of the $10.7 million received by the Company from Companion Spine on February 27, 2026, $2.8 million was used to prepay a portion
of the Company’s term loan with MidCap Financial Trust, resulting in $11.1 million of principal remaining outstanding under the
term loan as of the date of the filing of this report.
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/ Sean E. Browne |
| |
|
Sean E. Browne |
| |
|
President and Chief Executive Officer |
Date:
March 2, 2026