S-1: Xtant Medical Holdings Files for Resale of 73.1 Million Shares After Private Stock Purchase

Xtant Medical Holdings has filed a registration statement for the resale of up to 73,114,592 shares of its common stock by selling stockholders following a privately negotiated stock purchase agreement.

Summary

• Xtant Medical Holdings has filed a Form S-1 registration statement with the SEC to register the resale of up to 73,114,592 shares of its common stock.
• These shares are being offered by selling stockholders who acquired them from ROS Acquisition Offshore LP, Royalty Opportunities S.r.l, and OrbiMed Royalty Opportunities II, LP on April 15, 2025, pursuant to a Stock Purchase Agreement dated April 10, 2025.
• The selling stockholders may sell these shares from time to time through public or private transactions, on or off the NYSE American, at prevailing market prices or at privately negotiated prices.
• Xtant Medical will not receive any proceeds from the sale of these shares, but will incur expenses related to the offering.
• As of May 8, 2025, the last reported sale price of Xtant Medical's common stock on the NYSE American was $0.54 per share.
• As of May 8, 2025, there were 139,323,172 shares of common stock outstanding.
• Funds affiliated with Nantahala Capital Management, LLC own approximately 49.1% of Xtant's outstanding common stock as of April 15, 2025.
• As of December 31, 2024, Xtant had outstanding warrants to purchase 12,237,470 shares of common stock.
• The company also had various stock options and restricted stock units outstanding under its equity incentive plans.

Sentiment

Score: 4

Explanation: The document is primarily factual, detailing a stock resale registration. The potential for stock dilution and market volatility introduces a slightly negative sentiment.

Positives

• OrbiMed Advisors and its affiliates are no longer stockholders of the Company.
• The company has an extensive sales channel of independent commissioned agents and stocking distributors in the United States representing some or all of our products.
• The company has biologics contracts with major GPOs, as well as extensive access to IDNs across the United States for both biologics and spine hardware systems.

Negatives

• The sale of a large number of shares by selling stockholders could negatively impact the market price of Xtant Medical's common stock.
• Nantahala Capital Management's significant ownership could allow them to exert substantial influence over the company's management and affairs, potentially conflicting with the interests of other stockholders.
• The company has never paid dividends on its common stock and has no current intention to pay dividends in the future.
• The company's inability to comply with the continued listing requirements of the NYSE American could result in its common stock being delisted.

Risks

• The sale or availability for sale of substantial amounts of common stock could adversely affect the market price.
• Nantahala Capital Management's significant ownership allows them to exert significant control over the company.
• Shares of common stock are subordinate to outstanding indebtedness.
• The company's inability to comply with the continued listing requirements of the NYSE American could result in delisting.
• The market price of the company's common stock is extremely volatile.
• The company's actual operating results may differ significantly from its guidance.
• The company may issue additional common stock resulting in stock ownership dilution.
• Anti-takeover provisions in the company's organizational documents and agreements may discourage or prevent a change in control.
• The company's Board of Directors is authorized to issue and designate shares of preferred stock without stockholder approval.
• The company's Charter designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation.
• The company has never paid dividends and does not expect to do so in the foreseeable future.
• The requirements of being a public company may strain the company's resources and divert management's attention.
• The company may be subject to securities litigation.

Future Outlook

The timing and amount of any sales are within the sole discretion of the selling stockholders.

Industry Context

Xtant Medical operates in the orthobiologics and spinal implant fixation systems market, competing with other medical technology companies in the design, development, and commercialization of products for spinal fusion.

Comparison to Industry Standards

• The document does not contain specific comparisons to industry standards or benchmarks.
• Without further information, it is difficult to assess Xtant Medical's performance against competitors like Medtronic, Stryker, or NuVasive.

Related Party Transactions

• Carol Ann Vizirgianakis, one of the selling stockholders, is the mother of Stavros Vizirgianakis, a director of the Company and Chair of the Company's Board of Directors.

Stakeholder Impact

• The resale of a large number of shares could impact the stock price, affecting current shareholders.
• Employees may be affected by the potential volatility in the company's stock price.
• The company's ability to raise capital in the future could be affected by the resale of these shares.

Next Steps

• The selling stockholders may offer and sell their shares from time to time.
• Xtant Medical is required to keep the registration statement effective until all shares are sold or can be resold without registration requirements.

Key Dates

Keywords

common stock, resale, registration statement, selling stockholders, Xtant Medical, shares, offering, OrbiMed, Nantahala, stock