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2025-08-12
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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
