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Xtant Medical (NYSE: XTNT) extends Companion Spine note maturity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Xtant Medical Holdings reports an amendment to the financing terms tied to its prior divestitures of the Coflex/CoFix product assets and Paradigm Spine GmbH to Companion Spine. The original $17.5 million Coflex/CoFix divestiture included an unsecured promissory note of $8.2 million from Companion Spine, initially due on January 15, 2026. On January 15, 2026, the parties extended this note’s maturity date to January 31, 2026. At the same time, they revised the Paradigm Spine GmbH sale agreement to move payment of the estimated positive purchase price adjustment of $1,742,000 from January 15, 2026 to January 31, 2026, aligning both obligations on the same later date.

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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. ☐

 

 

 

 
 

 

Item 8.01Other Events.

 

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

 

 

 

 

FAQ

What transaction did Xtant Medical (XTNT) previously complete with Companion Spine?

Xtant Medical and its subsidiary sold certain Coflex and CoFix product assets to Companion Spine for a total purchase price of $17.5 million, subject to an inventory valuation adjustment.

What is the size of the promissory note owed to Xtant Medical by Companion Spine?

Companion Spine issued an unsecured promissory note to the seller for $8.2 million as part of the $17.5 million Coflex/CoFix divestiture.

How did Xtant Medical change the maturity date of the Companion Spine note?

On January 15, 2026, the parties amended the note to extend its maturity date from January 15, 2026 to January 31, 2026.

What is Paradigm Spine GmbH and what was its sale price?

Paradigm Spine GmbH is a former wholly owned subsidiary that operated Xtant Medical’s hardware business outside the United States and was sold to Companion Spine SAS for a total purchase price of $1.7 million, subject to future purchase price adjustments.

What change was made to the Paradigm Spine purchase price adjustment payment?

The estimated positive purchase price adjustment of $1,742,000 under the Paradigm Spine GmbH sale agreement was rescheduled from payment on January 15, 2026 to January 31, 2026.

Can the promissory note amount from Companion Spine be adjusted?

Yes. Any decrease in the purchase prices for the Coflex/CoFix divestiture or the Paradigm Spine GmbH sale due to agreed adjustments would reduce the principal amount of the $8.2 million note.
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