[8-K] Xtant Medical Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Xtant Medical Holdings, Inc. announced its financial results for the three and six months ended June 30, 2025 and furnished a related press release and investor presentation as exhibits to this Current Report.

The company explained its use of a non-GAAP adjusted EBITDA metric, defined as net income (loss) before depreciation and amortization, interest and tax benefit (expense), and further adjusted to add back or exclude separation-related expenses, non-cash compensation, divestiture/acquisition-related expenses, acquisition-related fair value adjustments, and unrealized foreign currency translation gains or losses. The press release reconciles this non-GAAP measure to GAAP net income. The filing also discloses a pending divestiture of its non-core Coflex/CoFix spinal implants and international business and notes that furnished materials are provided pursuant to Regulation FD.

Positive

• Press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) furnished to communicate quarterly results and strategy
• Non-GAAP adjusted EBITDA explicitly defined and reconciled to GAAP net income in the press release, improving disclosure clarity
• Company disclosed pending divestiture of non-core Coflex/CoFix and international business, indicating active portfolio management

Negative

• Filing does not include the numerical financial results within this 8-K; readers must refer to the furnished press release and presentation for amounts
• Non-GAAP adjusted EBITDA excludes multiple items (separation-related expenses, non-cash compensation, divestiture/acquisition expenses, acquisition fair value adjustments, unrealized FX), which may materially change comparability with GAAP
• Furnished materials are not deemed "filed" for purposes of Section 18 liability, limiting reliance on this filing alone

Insights

Financial Analyst

TL;DR Company reported second-quarter results and provided non-GAAP detail, but this filing furnishes results rather than presenting GAAP numbers here.

The filing communicates that consolidated results for the three and six months ended June 30, 2025 were released via a press release and an investor presentation. Management emphasizes use of non-GAAP adjusted EBITDA for operational decision-making and budgeting, and the press release contains a reconciliation to GAAP net income. The disclosure of a pending divestiture of the Coflex/CoFix spinal implants and international business is strategically material, though this report does not include the underlying financial impacts or amounts.

M&A / Corporate Transactions Specialist

TL;DR The company signals portfolio realignment via a pending divestiture and excludes transaction costs from non-GAAP metrics for comparability.

The 8-K explicitly states that divestiture- and acquisition-related expenses will be excluded from non-GAAP adjusted EBITDA because they are not reflective of ongoing operations. This treatment clarifies how management will present core operating performance amid transactions and integrations. The mention of pending divestiture of non-core Coflex/CoFix and international operations is a potentially significant corporate action, but no transaction terms or expected timing are disclosed in this filing.

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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 12, 2025

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 2.02 Results of Operations and Financial Condition.

On August 12, 2025, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three and six months ended June 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.

To supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished as Exhibit 99.1 to this report. The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation and amortization expense, interest expense, and tax benefit (expense), and as further adjusted to add back in or exclude, separation-related expenses, non-cash compensation, divestiture/acquisition-related expenses, acquisition-related fair value adjustments, and unrealized foreign currency translation loss or gain, in each case as applicable.

The Company uses non-GAAP adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental information regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it should invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and prospective business initiatives. The Company also uses non-GAAP adjusted EBITDA to help make budgeting and spending decisions, for example, among sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company believes its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring out potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges and certain large and unpredictable charges.

As described above, the Company excludes the effect of the following items from its non-GAAP adjusted EBITDA for the following reasons:

Separation-related expenses. The Company excludes separation-related expenses primarily because such expenses are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period over-period comparability.

Non-cash compensation. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company. Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

Divestiture/acquisition-related expenses. The Company excludes expenses directly related to the Company’s pending divestiture of its non-core Coflex/CoFix spinal implants and international business and its acquisitions and integration into the Company from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. These expenses include legal and accounting fees and transition related services and are not considered normal, recurring, cash operating expenses necessary to operate the Company’s business. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

Acquisition-related fair value adjustments. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

Unrealized foreign currency translation gain or loss. The Company excludes unrealized foreign currency translation gain or loss, as applicable, from non-GAAP adjusted EBITDA primarily because such gain or loss is not reflective of the Company’s ongoing operating results and is not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

Non-GAAP adjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release.

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other companies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results as determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results in conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

Item 7.01. Regulation FD Disclosure.

Also on August 12, 2025, the Company made available an investor presentation in connection with its announcement of second quarter 2025 financial results (the “Investor Presentation”). The Investor Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and the information set forth therein is incorporated herein by reference and constitutes a part of this Item 7.01.

Representatives of the Company intend to use the Investor Presentation in connection with presentations at investor conferences, meetings and in other forums. The Company intends to disclose the information contained in the Investor Presentation, in whole or in part, and with updates and possibly modifications, in connection with presentations to investors, analysts and others and on its corporate website.

The information contained in Item 7.01 of this report and Exhibit 99.2 to this report is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report and the exhibit hereto, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information contained in this report, including the exhibit hereto.

The Company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Xtant Medical Holdings, Inc. dated August 12, 2025 entitled “Xtant Medical Reports Second Quarter 2025 Financial Results” (furnished herewith)
99.2		Investor Presentation of Xtant Medical Holdings, Inc. (August 2025) (furnished herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2025

FAQ

What did Xtant Medical (XTNT) announce in this 8-K?

XTNT announced its financial results for the three and six months ended June 30, 2025 and furnished a press release (Exhibit 99.1) and investor presentation (Exhibit 99.2).

Where can I find the company’s non-GAAP reconciliation?

The press release furnished as Exhibit 99.1 contains a reconciliation of non-GAAP adjusted EBITDA to GAAP net income.

How does XTNT define non-GAAP adjusted EBITDA?

Non-GAAP adjusted EBITDA is net income (loss) before depreciation and amortization, interest and tax benefit (expense), further adjusted to add back or exclude separation-related expenses, non-cash compensation, divestiture/acquisition-related expenses, acquisition-related fair value adjustments, and unrealized foreign currency translation gain or loss.

Did the company disclose any strategic transactions?

Yes; the filing discloses a pending divestiture of its non-core Coflex/CoFix spinal implants and international business.

Are the press release and investor presentation considered "filed" with the SEC?

No; the filing states the press release and investor presentation are furnished pursuant to Regulation FD and are not deemed "filed" for Section 18 purposes.