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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): January 15, 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”) and Surgalign SPV, Inc., a wholly
owned subsidiary of the Company (together with the Company, the “Seller”), completed the sale of certain assets relating
to the Company’s Coflex and CoFix products (the “Coflex/CoFix Divestiture”) to Companion Spine, LLC and one of its
affiliates, Companion Spine SAS (collectively, “Companion Spine”), for a total purchase price of $17.5 million, subject to
a closing inventory valuation adjustment set forth in the purchase agreement. Of the $17.5 million purchase price, $8.2 million was paid
to the Seller in the form of an unsecured promissory note issued by Companion Spine to the Seller (the “Note”), which Note
was scheduled to mature on January 15, 2026. Also, as previously announced, on December 1, 2025, the Company completed the sale of Paradigm
Spine GmbH, a wholly owned subsidiary of the Company engaged in the operation of the Company’s hardware business outside of the
United States (“Paradigm”), to Companion Spine SAS for a total purchase price of $1.7 million, subject to future adjustments
for certain cash, indebtedness and net working capital adjustments. Any decrease in the purchase price for each of these divestitures
as a result of the purchase price adjustments would reduce the principal amount of the Note.
On
January 15, 2026, the Seller and Companion Spine amended the Note to extend the maturity date from January 15, 2026 to January 31, 2026
and amended the purchase agreement for the sale of Paradigm Spine GmbH to change the timing for payment of the $1,742,000 estimated positive
purchase price adjustment under that agreement from January 15, 2026 to January 31, 2026.
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:
January 16, 2026