XTNT / Xtant Medical Holdings, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Xtant Medical Holdings, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Xtant Medical Holdings, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 664 Cruiser Lane Belgrade, MT 59714 (Address of

As filed with the Securities and Exchange Commission on May 13, 2026

As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.

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): May 13, 2026 XTANT MEDICAL HOLDIN

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): May 13, 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) (Commissi

As filed with the Securities and Exchange Commission on May 13, 2026

As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.

Xtant Medical Reports First Quarter 2026 Financial Results Raises full-year 2026 revenue guidance to a range of $101-$105 million Significantly strengthens balance sheet Enters into exclusive U.S. distribution agreement for Dilon Technologies’ HEMOBL

Exhibit 99.1 Xtant Medical Reports First Quarter 2026 Financial Results Raises full-year 2026 revenue guidance to a range of $101-$105 million Significantly strengthens balance sheet Enters into exclusive U.S. distribution agreement for Dilon Technologies’ HEMOBLAST® Bellows product for high-performance hemostasis; hires Dilon’s U.S. sales team BELGRADE, Mont., May 13, 2026 — Xtant Medical Holding

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

Exhibit 2.5 SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into this January 14, 2026 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Seller”), and COMPANION SPINE FRANCE SAS, a French société par actions simplifiée (“Buyer”), as the assignee of Companion Spine, LLC. WHEREAS, S

As filed with the Securities and Exchange Commission on May 13, 2026

As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MED

As filed with the Securities and Exchange Commission on May 13, 2026

As filed with the Securities and Exchange Commission on May 13, 2026 Registration No.

Xtant Medical and Dilon Technologies Announce Exclusive U.S. Distribution Agreement for Dilon’s HEMOBLAST® Bellows Product Xtant has hired Dilon’s U.S. sales team to assist in selling the HEMOBLAST® Bellows product and penetrating the estimated $2.0

Exhibit 99.1 Xtant Medical and Dilon Technologies Announce Exclusive U.S. Distribution Agreement for Dilon’s HEMOBLAST® Bellows Product Xtant has hired Dilon’s U.S. sales team to assist in selling the HEMOBLAST® Bellows product and penetrating the estimated $2.0 billion global addressable market for hemostatic products BELGRADE, Mont., and NEWPORT NEWS, VA., April 13, 2026 — Xtant Medical Holdings

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): April 10, 2026 XTANT MEDICAL HOLD

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): April 10, 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) (Commis

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN)

Exhibit 10.42 Execution Version AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of March 26, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34951 XTANT MEDICAL H

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): March 31, 2026 XTANT MEDICAL HOLD

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): March 31, 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) (Commis

XTANT MEDICAL HOLDINGS, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1 XTANT MEDICAL HOLDINGS, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Xtant Medical Holdings, Inc., a Delaware corporation (Xtant, we, us and our), has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.000001 (common stock). The following d

ADDENDUM TO COMMERCIAL LEASE BETWEEN CRUISER LANE LLC & XTANT MEDICAL, INC. Dated September 8, 2025

Exhibit 10.37 ADDENDUM TO COMMERCIAL LEASE BETWEEN CRUISER LANE LLC & XTANT MEDICAL, INC. Dated September 8, 2025 The parties to this Addendum to Commercial Lease are Cruiser Lane, LLC (hereinafter known as Landlord) and Xtant Medical, Inc., (referred to as Tenant). This document serves as an Addendum to the collective Commercial Lease and supporting documents (effective February 1, 2012) and the

Xtant Medical Reports Fourth Quarter and Full-Year 2025 Financial Results

Exhibit 99.1 Xtant Medical Reports Fourth Quarter and Full-Year 2025 Financial Results Full year 2025 revenue totals $133.9 million, an increase of 14% year-over-year Xtant delivers positive net income, adjusted EBITDA and operating cash flow Total cash of $17.3 million as of December 31, 2025 with an additional $10.5 million received subsequent to year end related to divestiture BELGRADE, Mont.,

EX-10.41

Exhibit 10.41

NOTICE OF PERFORMANCE STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN

Exhibit 10.16 [Executive – Performance Stock Units – Deferral Feature] NOTICE OF PERFORMANCE STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual

Lease Modification Agreement

Exhibit 10.40 Lease Modification Agreement This Lease Modification Agreement (the “Agreement”), made and entered into this 8 day of September, 2025, by and between Step Does Stuff LLC (the “Landlord”) and Bacterin International, Inc., now known as Xtant Medical, Inc., (the “Tenant”) and is in accordance with and subject to the terms of the Commercial Lease dated October 23, 2015 (the “Lease”) betw

Subsidiaries

Exhibit 21.1 Subsidiaries Entity Name State or Other Jurisdiction of Incorporation or Organization Bacterin International, Inc. Nevada Surgalign SPV, Inc. Delaware X-spine Systems, Inc. Ohio Xtant Medical, Inc. Delaware RTI Surgical Holdings Luxembourg SARL Luxembourg RTI Surgical – Singapore Pte. Ltd. Singapore Fourth Dimension Spine GmbH Germany RTI Surgical GmbH(1) Germany Pioneer Surgical Tech

AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN)

Exhibit 10.43 Execution Version AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of March 26, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation,

LEASE AGREEMENT

Exhibit 10.38 LEASE AGREEMENT THIS LEASE, made and entered into this 12th day of August, 2025, by and between McCLELLAN FARM, a Montana Corporation of Joplin, MT, or assigns, hereinafter designated “Lessor,” and XTANT MEDICAL, INC., a Delaware corporation with an address at 664 Cruiser Lane, Belgrade, MT 59714, hereinafter designated “Lessee.” WITNESSETH Lessor does lease to Lessee the approximate

SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT

Exhibit 2.8 SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT This SECOND AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into this January 14, 2026 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Seller”), and COMPANION SPINE FRANCE SAS, a French société par actions simplifiée (“Buyer”), as the assignee of Companion Spine, LLC. WHEREAS, S

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): March 2, 2026 XTANT MEDICAL HOLDI

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): March 2, 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) (Commiss

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 HO

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) (Comm

AMENDMENT TO AND ASSIGNMENT OF EQUITY PURCHASE AGREEMENT

Exhibit 2.4 AMENDMENT TO AND ASSIGNMENT OF EQUITY PURCHASE AGREEMENT This AMENDMENT TO and assignment of EQUITY PURCHASE AGREEMENT (this “Amendment”) is entered into this 30th day of November, 2025 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Seller”), PARADIGM SPINE GMBH, a German Gesellschaft mit beschränkter Haftung (the “Company”), COMPANION SPI

Xtant Medical Completes Sale of its Coflex® Assets and Paradigm OUS Businesses to Companion Spine

Exhibit 99.2 Xtant Medical Completes Sale of its Coflex® Assets and Paradigm OUS Businesses to Companion Spine BELGRADE, Mont., December 1, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for spinal and other orthopedic conditions, today announced that the company has completed its previously announced sale of certain non

XTANT MEDICAL HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 XTANT MEDICAL HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financial information was derived from the historical consolidated financial statements of Xtant Medical Holdings, Inc. (the “Company”) as described in more detail below and is being presented to give effect to: ● the sale of certain as

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): December 1, 2025 XTANT MEDICAL HO

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): December 1, 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) (Comm

AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.3 AMENDMENT TO ASSET PURCHASE AGREEMENT This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is entered into this 30th day of November, 2025 (“Effective Date”), by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Xtant”), SURGALIGN SPV, INC., a Delaware corporation (“Surgalign, and together with Xtant, the “Company Group”), and COMPANION SPINE, LLC, a Delaware

Xtant Medical Reports Third Quarter 2025 Financial Results Total Revenue of $33.3 Million Increased 19% Year-over-Year Delivers Positive Net Income, Adjusted EBITDA and Operating Cash Flow Reiterates FY25 Revenue Guidance of $131-$135 Million, Repres

Exhibit 99.1 Xtant Medical Reports Third Quarter 2025 Financial Results Total Revenue of $33.3 Million Increased 19% Year-over-Year Delivers Positive Net Income, Adjusted EBITDA and Operating Cash Flow Reiterates FY25 Revenue Guidance of $131-$135 Million, Representing Growth of 11%-15% over FY24 Previously Announced Sale of Certain Hardware Assets and OUS Businesses to Companion Spine Anticipated

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): November 10, 2025 XTANT MEDICAL H

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): November 10, 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) (Com

XTANT MEDICAL HOLDINGS, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN (As Amended on November 7, 2025) Table of Contents

Exhibit 10.1 XTANT MEDICAL HOLDINGS, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN (As Amended on November 7, 2025) Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 10 6. Options. 10 7. Stock Appreciation Rights. 12 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. 13 9. Perfo

XTANT MEDICAL HOLDINGS, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN (As Amended on November 7, 2025) Table of Contents

Exhibit 99.1 XTANT MEDICAL HOLDINGS, INC. AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN (As Amended on November 7, 2025) Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 10 6. Options. 10 7. Stock Appreciation Rights. 12 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. 13 9. Perfo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT

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): November 7, 2025 XTANT MEDICAL HO

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): November 7, 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) (Comm

Calculation of Filing Fee Tables Form S-8 (Form Type) Xtant Medical Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Fees Previously Paid

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Xtant Medical Holdings, Inc.

As filed with the Securities and Exchange Commission on November 10, 2025

As filed with the Securities and Exchange Commission on November 10, 2025 Registration No.

ARS

XTANT MEDICAL HOLDINGS, INC. 2024 ANNUAL REPORT FORM 10-K 664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 Dear Shareholders, I would like to begin this letter by expressing my sincere gratitude for your ongoing support. Xtant Medical sits in a much stronger position today than in the past, and with the steps we have taken and expect to take, we intend to continue our progress towards deliv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MEDI

Xtant Medical Reports Second Quarter 2025 Financial Results Total Revenue of $35.4 Million Increased 18% Year-over-Year Delivers Positive Net Income, Adjusted EBITDA and Operating Cash Flow Raises FY25 Revenue Guidance to $131-$135 Million, Represent

Exhibit 99.1 Xtant Medical Reports Second Quarter 2025 Financial Results Total Revenue of $35.4 Million Increased 18% Year-over-Year Delivers Positive Net Income, Adjusted EBITDA and Operating Cash Flow Raises FY25 Revenue Guidance to $131-$135 Million, Representing Growth of 11%-15% over FY24 BELGRADE, Mont., August 12, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical t

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 HOL

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) (Commi

Investor Presentation of Xtant Medical Holdings, Inc. (August 2025) (furnished herewith)

Exhibit 99.2

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 8, 2025 XTANT MEDICAL HOLD

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 8, 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) (Commis

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 1, 2025 XTANT MEDICAL HOLD

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 1, 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) (Commis

Xtant Medical Announces Definitive Agreements for the Sale of its Coflex® and CoFix® Spinal Implants and All OUS Businesses to Companion Spine Transaction expected to facilitate enhanced focus on Xtant’s core businesses Total consideration of approxi

Exhibit 99.1 Xtant Medical Announces Definitive Agreements for the Sale of its Coflex® and CoFix® Spinal Implants and All OUS Businesses to Companion Spine Transaction expected to facilitate enhanced focus on Xtant’s core businesses Total consideration of approximately $19.2 million allows Xtant to reduce outstanding debt and improve liquidity BELGRADE, Mont., July 7, 2025 - Xtant Medical Holdings

Asset Purchase Agreement, dated July 7, 2025, among Xtant Medical Holdings, Inc., Surgalign SPV, Inc., and Companion Spine, LLC, or its Affiliate designee (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2025 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated July 7, 2025, by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Xtant”), SURGALIGN SPV, INC., a Delaware corporation, (“Surgalign” and together with Xtant, the “Company Group”), and COMPANION SPINE, LLC, a Delaware limited liability company, or its Affiliate designee (“Buyer”). The C

Equity Purchase Agreement, dated July 7, 2025, among Xtant Medical Holdings, Inc., Paradigm Spine GmbH, and Companion Spine, LLC (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2025 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 2.2 EQUITY PURCHASE AGREEMENT This Equity Purchase Agreement (this “Agreement”) dated July 7, 2025, by and between XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (the “Seller”), PARADIGM SPINE GMBH, a German Gesellschaft mit beschränkter Haftung (the “Company”) and COMPANION SPINE, LLC, a Delaware limited liability company (“Buyer”). The Seller, the Company and Buyer are referred to

Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated as of July 7, 2025, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Funding IV Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2025 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 10.2 Execution Version Limited consent AND AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT This LIMITED CONSENT AND AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this “Agreement”) is made as of July 7, 2025, by

Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated as of July 7, 2025, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Financial Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 8, 2025 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 10.1 Execution Version Limited consent AND AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT This LIMITED CONSENT AND AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) AND AMENDMENT NO. 1 TO PLEDGE AGREEMENT (this “Agreement”) is made as of July 7, 2025, by and among

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): July 7, 2025 XTANT MEDICAL HOLDIN

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): July 7, 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) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Xtant Medical Holdings, Inc. (Exact name of the registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Xtant Medical Holdings, Inc. (Exact name of the registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 664 Cruiser Lane Belgrade, MT 59714 (Address of

73,114,592 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No.: 333-287192 FINAL PROSPECTUS 73,114,592 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of 73,114,592 shares of common stock, par value $0.000001 per share, of Xtant Medical Holdings, Inc. by the selling stockholders named in this prospectus, including their respective donees, pledgee

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 May 15, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Jason Drory Re: Xtant Medical Holdings, Inc.

LETTER

May 15, 2025 Sean Browne President and Chief Executive Officer Xtant Medical Holdings, Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 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) (Commissi

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Xtant Medical Holdings, Inc.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the U.S. Securities and Exchange Commission on May 12, 2025

As filed with the U.S. Securities and Exchange Commission on May 12, 2025 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 3841 20-5313323 (State or other jurisdiction of incorporation or

Xtant Medical Reports First Quarter 2025 Financial Results Revenue Increases 18% Year-over-Year Delivers Positive Net Income and $1.3 Million in Operating Cash Flow Increases 2025 Revenue Guidance to $127 Million to $131 Million

Exhibit 99.1 Xtant Medical Reports First Quarter 2025 Financial Results Revenue Increases 18% Year-over-Year Delivers Positive Net Income and $1.3 Million in Operating Cash Flow Increases 2025 Revenue Guidance to $127 Million to $131 Million BELGRADE, Mont., May 12, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MED

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

As filed with the Securities and Exchange Commission on May 12, 2025

As filed with the Securities and Exchange Commission on May 12, 2025 Registration No.

Xtant Medical Announces Secondary Private Sale of Existing Shares by OrbiMed and Preliminary First Quarter 2025 Revenue Growth of 18% to 19% Healthcare Focused Long-term Investors Support Strategic Vision Accelerating Shift to Higher-Margin Orthobiol

Exhibit 99.1 Xtant Medical Announces Secondary Private Sale of Existing Shares by OrbiMed and Preliminary First Quarter 2025 Revenue Growth of 18% to 19% Healthcare Focused Long-term Investors Support Strategic Vision Accelerating Shift to Higher-Margin Orthobiologics Supported by New Product Launches BELGRADE, Mont., April 16, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global me

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): April 15, 2025 XTANT MEDICAL HOLD

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): April 15, 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) (Commis

Amendment No. 2 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated as of April 9, 2025, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Funding IV Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.3 amendment No. 2 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of April 9, 2025, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC

Registration Rights Agreement, dated as of April 10, 2025, among Xtant Medical Holdings, Inc. and each of the several purchasers signatory thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 10.1 XTANT MEDICAL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 10, 2025, by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement i

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): April 10, 2025 XTANT MEDICAL HOLD

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): April 10, 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) (Commis

Amendment No. 2 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated as of April 9, 2025, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Financial Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 11, 2025 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.2 amendment No. 2 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of April 9, 2025, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio

Xtant Medical Reports Fourth Quarter and Full Year 2024 Financial Results Full Year 2024 Revenue Growth of 28% Expects 2025 Revenue of $126 Million to $130 Million Without Need for Additional Capital

Exhibit 99.1 Xtant Medical Reports Fourth Quarter and Full Year 2024 Financial Results Full Year 2024 Revenue Growth of 28% Expects 2025 Revenue of $126 Million to $130 Million Without Need for Additional Capital BELGRADE, Mont., March 6, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34951 Xtant Medical

Xtant Medical Holdings, Inc. Insider Trading Policy

Exhibit 19.1 XTANT MEDICAL HOLDINGS, INC. INSIDER TRADING POLICY Xtant Medical Holdings, Inc. has adopted the following insider trading policy (this “Policy”) in order to comply with United States federal and state securities laws governing: (a) transactions in the Company’s securities while in the possession of “material nonpublic information” concerning the Company, and (b) tipping or disclosing

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 6, 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) (Commiss

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Entity Name State or Other Jurisdiction of Incorporation or Organization Bacterin International, Inc. Nevada Surgalign SPV, Inc. Delaware X-spine Systems, Inc. Ohio Xtant Medical, Inc. Delaware RTI Surgical Holdings Luxembourg SARL Luxembourg Surgalign UK Limited United Kingdom RTI Surgical – Singapore Pte. Ltd. Singapore Paradigm Spine GmbH Germany Fourth Dimension Spine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT

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): November 12, 2024 XTANT MEDICAL H

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): November 12, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Com

Separation Agreement, dated as of August 15, 2024, between Kevin D. Brandt and Xtant Medical Holdings, Inc. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.3 SEPARATION AGREEMENT This Separation Agreement (“Agreement”) and the Release, which is attached and incorporated by reference as Exhibit A (“Release”), are made by and between Kevin D. Brandt (“Employee”), and Xtant Medical Holdings, Inc., its affiliates, related or predecessor corporations, subsidiaries, successors and assigns (“Employer”). Employer and Employee (collectively, “Parti

Xtant Medical Reports Third Quarter 2024 Financial Results Third Quarter Revenue Growth of 12% Reaffirms Full Year 2024 Revenue Guidance of $116 Million to $120 Million Representing Growth of 27% to 31%

Exhibit 99.1 Xtant Medical Reports Third Quarter 2024 Financial Results Third Quarter Revenue Growth of 12% Reaffirms Full Year 2024 Revenue Guidance of $116 Million to $120 Million Representing Growth of 27% to 31% BELGRADE, Mont., Nov. 12, 2024 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disor

7,812,500 Shares of Common Stock

424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration Statement No.: 333-281910 FINAL PROSPECTUS 7,812,500 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of 7,812,500 shares of common stock, par value $0.000001 per share, of Xtant Medical Holdings, Inc. by the selling stockholders named in this prospectus, including their respec

XTNT / Xtant Medical Holdings, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 12 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Xtant Medical Holdings, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98420P308 (CUSIP Number) OrbiMed Advisors LLC OrbiMed ROF II LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and T

JOINT FILING AGREEMENT

EX-99.1 2 ss3849381ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 12 to the Statement on Schedule 13D, dated September 3, 2024, with respect to the common stock of Xtant Medical Holdings, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 19

LETTER

September 9, 2024 Sean E. Browne President and Chief Executive Officer Xtant Medical Holdings, Inc. 664 Cruiser Lane Belgrade, MT 59714 Re: Xtant Medical Holdings, Inc. Registration Statement on Form S-3 Filed September 3, 2024 File No. 333-281910 Dear Sean E. Browne: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 September 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Alan Campbell Re: Xtant Medical Holdings, Inc.

As filed with the Securities and Exchange Commission on September 4, 2024

As filed with the Securities and Exchange Commission on September 4, 2024 Registration Statement No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xtant Medical Holdings, Inc.

Registration Rights Agreement, dated as of August 9, 2024, by and among Xtant Medical Holdings, Inc. and the investors party thereto (filed as Exhibit 4.11 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on September 3, 2024 (SEC File No. 333-281910) and incorporated by reference herein)

Exhibit 4.11 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 9, 2024, by and among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securiti

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements present the combination of the historical financial statements of Xtant Medical Holdings, Inc., a Delaware corporation (“Xtant” or the “Company”), and Surgalign Holdings, Inc. (“Surgalign Holdings”), a Delaware corporation, adjusted to give effect to t

SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited, in thousands, except share data)

Exhibit 99.1 SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited, in thousands, except share data) June 30, 2023 December 31, 2022 Assets Current Assets: Cash and cash equivalents $ 14,992 $ 16,295 Accounts receivable - less allowances of $9,890 at June 30, 2023 and $9,861 at December 31, 2022 10,058 16,057 Inventories - current 9,400 17,710 Prepaid and other

As filed with the U.S. Securities and Exchange Commission on September 3, 2024

As filed with the U.S. Securities and Exchange Commission on September 3, 2024 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5313323 (State or other jurisdiction of incorporation or

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): September 3, 2024 XTANT MEDICAL H

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): September 3, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Com

Form of Registration Rights Agreement by and among Xtant Medical Holdings, Inc. and the investor party thereto (filed herewith)

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 9, 2024, by and among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securiti

Xtant Medical Reports Second Quarter 2024 Revenue Growth of 48%

Exhibit 99.1 Xtant Medical Reports Second Quarter 2024 Revenue Growth of 48% BELGRADE, Mont., August 8, 2024 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the second quarter ended June 30, 2024. Second Quarter 2024 Financial Highlights

Form of Vendor Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 8, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MEDI

Amendment No. 1 to Employment Agreement effective as of August 8, 2024 between Xtant Medical Holdings, Inc. and Sean E. Browne (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Amendment No. 1 to Employment Agreement (“Amendment”) is effective as of August 8, 2024 (“Effective Date”), by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and Sean E. Browne, an individual (“Employee”). The Company and Employee are sometimes referred to as the “Parties” or “Party” in this Amendment. The

Securities Purchase Agreement, dated as of August 7, 2024, among Xtant Medical Holdings, Inc. and the investors party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 8, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2024, among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

Xtant Medical Announces $5.0 Million Private Placement

Exhibit 99.1 Xtant Medical Announces $5.0 Million Private Placement BELGRADE, MT, August 8, 2024 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced it has entered into a securities purchase agreement with an existing institutional investor to sell shares of its common stock i

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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 7, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commis

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): July 23, 2024 XTANT MEDICAL HOLDI

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): July 23, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

ARS

XTANT MEDICAL HOLDINGS, INC. 2023 ANNUAL REPORT FORM 10-K       664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480   Transformation to Self-Sustainability: 2023 was a transformative year for Xtant Medical. It was the culmination of a multi-year turnaround effort in which we established what we believe is now a robust platform for future growth. With the foundation of exceptional mar

Amendment No. 1 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated as of May 14, 2024, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Financial Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

exhibit 10.4 amendment No. 1 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of May 14, 2024, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio

Xtant Medical Reports First Quarter 2024 Revenue Growth of 55% and Raises Full Year 2024 Revenue Guidance Expects Revenue for Full Year 2024 of $116 Million to $120 Million

Exhibit 99.1 Xtant Medical Reports First Quarter 2024 Revenue Growth of 55% and Raises Full Year 2024 Revenue Guidance Expects Revenue for Full Year 2024 of $116 Million to $120 Million BELGRADE, MT, May 15, 2024 (GLOBE NEWSWIRE) - Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today repor

Amendment No. 1 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated as of May 14, 2024, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., as a guarantor, MidCap Funding IV Trust, as agent, and the other financial institutions or other entities from time to time parties thereto (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.5 amendment No. 1 to AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of May 14, 2024, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC.

Form of Executive Officer Deferred Stock Unit Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.1 [Executive Officer – Time-Based Vesting/Deferred Settlement] NOTICE OF DEFERRED STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): May 15, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MED

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 April 4, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Jimmy McNamara Re: Xtant Medical Holdings, Inc.

LETTER

United States securities and exchange commission logo April 2, 2024 Sean Browne President and Chief Executive Officer Xtant Medical Holdings, Inc.

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Entity Name State or Other Jurisdiction of Incorporation or Organization Bacterin International, Inc. Nevada Surgalign SPV, Inc. Delaware X-spine Systems, Inc. Ohio Xtant Medical, Inc. Delaware RTI Surgical Holdings Luxembourg SARL Luxembourg Surgalign UK Limited United Kingdom RTI Surgical – Singapore Pte. Ltd. Singapore Paradigm Spine GmbH Germany Fourth Dimension Spine

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xtant Medical Holdings, Inc.

Second Amendment to Asset Purchase Agreement, dated as of July 20, 2023, between Xtant Medical Holdings, Inc. and Surgalign Holdings, Inc. (filed as Exhibit 2.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (SEC File No. 001-34591) and incorporated by reference herein).

Exhibit 2.4 SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (this “Amendment No. 2”) is made as of this 20th day of July 2023, by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Purchaser”), and Surgalign Holdings, Inc., a Delaware corporation (“Seller” and together with Purchaser, the “Parties”). WITNESSETH: WHEREAS, Purchaser

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34951 Xtant Medical

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 1, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

Third Amendment to Asset Purchase Agreement, dated as of July 24, 2023, between Xtant Medical Holdings, Inc. and Surgalign Holdings, Inc. (filed as Exhibit 2.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (SEC File No. 001-34591) and incorporated by reference herein).

Exhibit 2.5 THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT This Third Amendment to Asset Purchase Agreement (this “Amendment No. 3”) is made as of this 24th day of July 2023, by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Purchaser”), and Surgalign Holdings, Inc., a Delaware corporation (“Seller” and together with Purchaser, the “Parties”). WITNESSETH: WHEREAS, Purchaser an

Form of Employee Performance Share Unit Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan

Exhibit 10.13 [Employee – Performance Stock Units] NOTICE OF PERFORMANCE STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “P

Xtant Medical Announces Record Full Year 2023 Revenue of $91.3 Million Establishes Full Year 2024 Revenue Guidance of $112 Million - $116 Million

Exhibit 99.1 Xtant Medical Announces Record Full Year 2023 Revenue of $91.3 Million Establishes Full Year 2024 Revenue Guidance of $112 Million - $116 Million BELGRADE, MT, April 1, 2024 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the

Exhibit 4.1

Exhibit 4.1 XTANT MEDICAL HOLDINGS, INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Xtant Medical Holdings, Inc., a Delaware corporation (Xtant, we, us and our), has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.000001 (common stock). The following d

Xtant Medical Holdings, Inc. Clawback Policy

Exhibit 97.1 XTANT MEDICAL HOLDINGS, Inc. CLAWBACK POLICY This Xtant Medical Holdings, Inc. Clawback Policy (this “Policy”) was approved effective as of October 2, 2023 (the “Effective Date”) by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Xtant Medical Holdings, Inc. (the “Company”). This Policy is adopted pursuant to and intended to comply with Section

As filed with the Securities and Exchange Commission on April 1, 2024

As filed with the Securities and Exchange Commission on April 1, 2024 Registration Statement No.

Form of Indemnification Agreement for Directors and Officers (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.14 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and , a resident of the State of (“Indemnitee”). This Agreement supplements any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this

Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan), dated as of March 7, 2024, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Funding IV Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 7, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.2 Execution Version AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING Loan) dated as of March 7, 2024 by and among XTANT MEDICAL, INC., BACTERIN INTERNATIONAL, INC., X-SPINE SYSTEMS, INC., SURGALIGN SPV, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, XTANT MEDICAL HOLDINGS, INC., and any addit

Amended and Restated Credit, Security and Guaranty Agreement (Term Loan), dated as of March 7, 2024, among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 7, 2024 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (term Loan) dated as of March 7, 2024 by and among XTANT MEDICAL, INC., BACTERIN INTERNATIONAL, INC., X-SPINE SYSTEMS, INC., SURGALIGN SPV, INC., and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, XTANT MEDICAL HOLDINGS, INC., and any additional

Xtant Medical Increases Revolving Credit Facility to $17 Million with MidCap Financial

Exhibit 99.1 Xtant Medical Increases Revolving Credit Facility to $17 Million with MidCap Financial BELGRADE, MT, March 7, 2024 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced that the Company’s revolving credit agreement with MidCap Financial Trust (“MidCap”) was amended

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): March 7, 2024 XTANT MEDICAL HOLDI

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): March 7, 2024 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

XTNT / Xtant Medical Holdings, Inc. / Altium Capital Management LP - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 xtnt-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Xtant Medical Holdings, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 98420P308 (CUSIP Number) December 31, 2023 (Date of Event Which Requires

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT

Limited Consent and Amendment No. 4 to Credit, Security and Guaranty Agreement (Term Loan), dated as of August 10, 2023, by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed herewith).

Exhibit 10.8 Execution Version Limited consent and amendment No. 4 to CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This LIMITED CONSENT AND AMENDMENT NO. 4 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of August 10, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”) as a Guarantor, each of Holdings’ direct and indirect

Limited Consent Amendment No. 4 to Credit, Security and Guaranty Agreement (Revolving Loan), dated as of August 10, 2023, by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., Surgalign SPV, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed herewith).

Exhibit 10.9 Execution Version Limited consent and amendment No. 4 to CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This LIMITED CONSENT AND AMENDMENT NO. 4 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of August 10, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”) as a Guarantor, each of Holdings’ direct an

Restated Certificate of Incorporation of Xtant Medical Holdings, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (SEC File No. 001-34591) and incorporated by reference herein)

Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “XTANT MEDICAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE FIFTEENTH DAY OF AUGUST, A.D. 2023, AT 10:14 O`CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 4202199 8100 Authen

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 9, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Comm

Xtant Medical Announces Record Third Quarter Revenue of $25 Million Raises 2023 Annual Revenue Guidance to $88 Million - $91 Million

Exhibit 99.1 Xtant Medical Announces Record Third Quarter Revenue of $25 Million Raises 2023 Annual Revenue Guidance to $88 Million - $91 Million BELGRADE, MT, November 9, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the third qua

SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited, in thousands, except share data)

Exhibit 99.1 SURGALIGN HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (Unaudited, in thousands, except share data) March 31, 2023 December 31, 2022 Assets Current Assets: Cash and cash equivalents $ 22,430 $ 16,295 Accounts receivable - less allowances of $9,890 at March 31, 2023 and $9,861 at December 31, 2022 12,575 16,057 Inventories - current 13,530 17,710 Prepaid and ot

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements present the combination of the historical financial statements of Xtant Medical Holdings, Inc., a Delaware corporation (“Xtant” or the “Company”), and Surgalign Holdings, Inc. (“Surgalign Holdings”), a Delaware corporation, adjusted to give effect to t

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 10, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of i

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

Exhibit 99.2 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE Page Consolidated Financial Statements of Surgalign Holdings, Inc. and Subsidiaries Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) F-2 – F-3 Consolidated Balance Sheets—December 31, 2022 and 2021 F-4 Consolidated Statements of Comprehensive Loss —Years Ended December 31, 2022 and

Xtant Medical Announces Acquisition of nanOss Production Operations from RTI Surgical Expands Xtant’s Manufacturing Capabilities and Capacity to Drive Growth

Exhibit 99.1 Xtant Medical Announces Acquisition of nanOss Production Operations from RTI Surgical Expands Xtant’s Manufacturing Capabilities and Capacity to Drive Growth BELGRADE, MT, October 23, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced that it has acquired th

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

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): October 23, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Comm

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

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 15, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commi

Letter dated August 18, 2023 from Plante & Moran, PLLC to the U.S. Securities and Exchange Commission (filed herewith)

Exhibit 16.1 August 18, 2023 U.S. Securities and Exchange Commission Washington, D.C. 20549 Commissioners, We have read Item 4.01 included in the Form 8-K of Xtant Medical Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission on or soon after August 18, 2023 in regard to its change in auditors. We agree with the statements made regarding our firm. We have no

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 10, 2023 XTANT MEDICAL HOL

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 10, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commi

Xtant Medical Completes Acquisition of Surgalign’s Hardware and Biologics Business

Exhibit 99.1 Xtant Medical Completes Acquisition of Surgalign’s Hardware and Biologics Business BELGRADE, MT, August 10, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced that it completed the acquisition of certain assets and liabilities related to the domestic and int

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 8, 2023 XTANT MEDICAL HOLD

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 8, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commis

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 11 to the Statement on Schedule 13D, dated August 1, 2023, with respect to the common stock of Xtant Medical Holdings, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be res

XTNT / Xtant Medical Holdings Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 11 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Xtant Medical Holdings, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98420P308 (CUSIP Number) OrbiMed Advisors LLC OrbiMed ROF II LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and T

Xtant Medical Announces Second Quarter Revenue Growth of 32% Raises 2023 Annual Revenue Guidance to $75 Million - $77 Million

Exhibit 99.1 Xtant Medical Announces Second Quarter Revenue Growth of 32% Raises 2023 Annual Revenue Guidance to $75 Million - $77 Million BELGRADE, MT, August 1, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the second quarter end

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 1, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MEDI

Form of Non-Employee Director Deferred Stock Unit Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.5 NOTICE OF DEFERRED STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Participant”) the number of Deferred Stock

Form of Employee Restricted Stock Unit Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.3 [Employee – Time-Based Vesting] NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Particip

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration Nos.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xtant Medical Holdings, Inc., as Amended (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XTANT MEDICAL HOLDINGS, INC. Xtant Medical Holdings, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that: FIRST:

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Xtant Medical Holdings, Inc.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xtant Medical Holdings, Inc., as Amended (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XTANT MEDICAL HOLDINGS, INC. Xtant Medical Holdings, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that: FIRST:

Form of Non-Employee Director Restricted Stock Unit Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.4 NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Participant”) the number of Restricted S

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration No.

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration Nos.

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Xtant Medical Holdings, Inc., as Amended (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF XTANT MEDICAL HOLDINGS, INC. Xtant Medical Holdings, Inc., a corporation organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), pursuant to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY that: FIRST:

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration Nos.

Xtant Medical Wins Auction for Surgalign’s Hardware and Biologics Business Acquisition to Enhance Xtant’s Growing Spinal Fusion Devices Portfolio

Exhibit 99.1 Xtant Medical Wins Auction for Surgalign’s Hardware and Biologics Business Acquisition to Enhance Xtant’s Growing Spinal Fusion Devices Portfolio BELGRADE, MT, July 28, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced that it was the successful bidder for

Form of Employee Stock Option Award Agreement for use with the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.2 [Employee – Time-Based Vesting] NOTICE OF OPTION GRANT UNDER THE XTANT MEDICAL HOLDINGS, INC. 2023 equity INCENTIVE PLAN Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), pursuant to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Participant”) a Non-Sta

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): July 26, 2023 XTANT MEDICAL HOLDI

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): July 26, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

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): July 28, 2023 XTANT MEDICAL HOLDI

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): July 28, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 28, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.1 XTANT MEDICAL HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN (Effective July 26, 2023) Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 10 6. Options. 10 7. Stock Appreciation Rights. 12 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. 13 9. Performance Awards. 14 10. Non-Em

As filed with the Securities and Exchange Commission on July 28, 2023

As filed with the Securities and Exchange Commission on July 28, 2023 Registration Nos.

20,000,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No.: 333-273169 FINAL PROSPECTUS 20,000,000 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of 20,000,000 shares of common stock, par value $0.000001 per share, of Xtant Medical Holdings, Inc. by the selling stockholders named in this prospectus, including their respective donees, pledgee

As filed with the U.S. Securities and Exchange Commission on July 11, 2023

As filed with the U.S. Securities and Exchange Commission on July 11, 2023 Registration Statement No. 333-273169 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5313323 (State or oth

First Amendment to Asset Purchase Agreement, dated as of July 10, 2023, between Xtant Medical Holdings, Inc. and Surgalign Holdings, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2023 (SEC File No. 001-34591) and incorporated by reference herein).

Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this “Amendment”) is made as of this 10th day of July 2023, by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Purchaser”), and Surgalign Holdings, Inc., a Delaware corporation (“Seller” and together with Purchaser, the “Parties”). WITNESSETH: WHEREAS, Purchaser and Sell

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 July 11, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tim Buchmiller Re: Xtant Medical Holdings, Inc.

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): July 10, 2023 XTANT MEDICAL HOLDI

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): July 10, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

LETTER

United States securities and exchange commission logo July 10, 2023 Sean E. Browne President and Chief Executive Officer Xtant Medical Holdings, Inc. 664 Cruiser Lane Belgrade, Montana 59714 Re: Xtant Medical Holdings, Inc. Registration Statement on Form S-3 Filed July 7, 2023 File No. 333-273169 Dear Sean E. Browne: This is to advise you that we have not reviewed and will not review your registra

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xtant Medical Holdings, Inc.

Registration Rights Agreement, dated as of July 6, 2023, among Xtant Medical Holdings, Inc. and the investors party thereto (filed as Exhibit 4.9 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on July 7, 2023 (SEC File No. 333-273169) and incorporated by reference herein)

Exhibit 4.9 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2023, by and among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities

As filed with the U.S. Securities and Exchange Commission on July 7, 2023

As filed with the U.S. Securities and Exchange Commission on July 7, 2023 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5313323 (State or other jurisdiction of incorporation or orga

Xtant Medical Announces $15 Million Private Placement

Exhibit 99.2 Xtant Medical Announces $15 Million Private Placement BELGRADE, MT, July 3, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced it has entered into a securities purchase agreement with accredited investors to sell shares of its common stock in a private place

Investor Presentation of Xtant Medical Holdings, Inc. (furnished herewith)

Exhibit 99.1

Form of Registration Rights Agreement by and among Xtant Medical Holdings, Inc. and the investors party thereto (filed herewith)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2023, by and among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purch

Securities Purchase Agreement, dated as of July 3, 2023, among Xtant Medical Holdings, Inc. and the investors party thereto (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2023, among Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

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): July 3, 2023 XTANT MEDICAL HOLDIN

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): July 3, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissi

Asset Purchase Agreement, dated as of June 18, 2023, between Surgalign Holdings, Inc. and Xtant Medical Holdings, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 20, 2023 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 2.1 Execution Version ASSET PURCHASE AGREEMENT dated as of June 18, 2023 by and between Surgalign Holdings, Inc., and Xtant Medical Holdings, Inc. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of June 18, 2023 by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Purchaser”), and Surgalign Holdings, Inc., a Delaware corporation

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): June 18, 2023 XTANT MEDICAL HOLDI

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): June 18, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

ARS

XTANT MEDICAL HOLDINGS, INC. 2022 ANNUAL REPORT FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Third Amended and Restated Bylaws of Xtant Medical Holdings, Inc. (Effective as of June 1, 2023) (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 19, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF XTANT MEDICAL HOLDINGS, INC. (Effective as of June 1, 2023) Article I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders of Xtant Medical Holdings, Inc. (the “corporation”) shall be held for the election of directors either at such date, time and place, if any, either within or wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): May 16, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissi

Xtant Medical Appoints Lori Mitchell-Keller to Board of Directors

Exhibit 99.1 Xtant Medical Appoints Lori Mitchell-Keller to Board of Directors BELGRADE, MT, May 18, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced the appointment of Lori Mitchell-Keller to the Company’s Board of Directors effective May 16, 2023. Ms. Mitchell-Keller

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): May 16, 2023 XTANT MEDICAL HOLDIN

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): May 16, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissi

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On February 28, 2023, Xtant Medical Holdings, Inc., a Delaware corporation (“Xtant” or the “Company”), entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Surgalign SPV, Inc. (“Surgalign SPV”), a Delaware corporation and wholly owned subsidiary of Surgalign Spine Technologies, Inc., a Delaware co

SURGALIGN SPV, INC. ABBREVIATED FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.1 SURGALIGN SPV, INC. ABBREVIATED FINANCIAL STATEMENTS TABLE OF CONTENTS Report of Independent Auditors 2 Statements of Assets Acquired as of December 31, 2021 and September 30, 2022 (Unaudited) 4 Statements of Revenues and Direct Expenses for the year ended December 31, 2021, and for the nine months ended September 30, 2022 (Unaudited) 5 Notes to Abbreviated Financial Statements 6 INDE

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (C

JOINT FILING AGREEMENT

EX-99.1 2 ss2045947ex9901.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that Amendment No. 10 to the Statement on Schedule 13D, dated May 1, 2023, with respect to the common stock of Xtant Medical Holdings, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as

XTNT / Xtant Medical Holdings Inc / ORBIMED ADVISORS LLC - AMENDMENT NO. 10 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Xtant Medical Holdings, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98420P308 (CUSIP Number) OrbiMed Advisors LLC OrbiMed ROF II LLC 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and T

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): May 4, 2023 XTANT MEDICAL HOLDING

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): May 4, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissio

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): May 1, 2023 XTANT MEDICAL HOLDING

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): May 1, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commissio

Xtant Medical Announces First Quarter 2023 Revenue Growth of 38% and Full Year 2023 Revenue Guidance Initiates Annual Revenue Guidance of $73 Million - $75 Million in Full Year 2023

Exhibit 99.1 Xtant Medical Announces First Quarter 2023 Revenue Growth of 38% and Full Year 2023 Revenue Guidance Initiates Annual Revenue Guidance of $73 Million - $75 Million in Full Year 2023 BELGRADE, MT, May 4, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported finan

Amendment No. 1 to Investor Rights Agreement, dated as of May 2, 2023, among Xtant Medical Holdings, Inc., OrbiMed Royalty Opportunities II, LP and ROS Acquisition Offshore LP (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.4 aMENDMENT NO. 1 TO INVESTOR rIGHTS AGREEMENT This Amendment NO. 1 TO INVESTOR rIGHTS AGREEMENT, dated as of May 2, 2023 (this “Amendment”), is made by and among Xtant Medical Holdings, Inc. (the “Company”), OrbiMed Royalty Opportunities II, LP (“OrbiMed”), ROS Acquisition Offshore LP (“ROS” and, together with OrbiMed, the “Investors”). WHEREAS, the parties hereto are parties to that c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT MED

Form of Indemnification Agreement for Directors and Officers (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2023 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and , a resident of the State of (“Indemnitee”). This Agreement supplements any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this a

Commercial Lease, dated February 1, 2012, between Cruiser Lane, LLC and Bacterin International Holdings, Inc. (filed as Exhibit 10.30 To the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.30 COMMERCIAL LEASE 1 THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT, INCLUDING THE 2 SPECIFIC AND GENERAL TERMS DESCRIBED BELOW. IF NOT UNDERSTOOD, 3 LANDLORD(S) AND TENANT(S) ARE ADVISED TO SEEK THE ADVICE OF 4 COMPETENT LEGAL COUNSEL 6 SPECIFIC TERMS 8 PARTIES: The parties to this Commercial Lease are Cruiser Lane, LLC 9 hereinafter known as “Landlord” and 10 Bacterin Internationa

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries Entity Name State of Incorporation Bacterin International, Inc. Nevada Surgalign SPV, Inc. Delaware X-spine Systems, Inc. Ohio Xtant Medical, Inc. Delaware

Lease Agreement, dated August 7, 2013, between McClellan Farm and Bacterin International, Inc. (filed as Exhibit 10.33 To the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.33 LEASE AGREEMENT THIS LEASE, made and entered into this 7th day of August, 2013, by and between McCLELLAN FARM, a Montana Corporation of Joplin, MT, or assigns, hereinafter designated “Lessor,” and BACTERIN INTERNATIONAL, INC., a Nevada corporation with an address at 600 Cruiser Lane, Belgrade, MT 59714, hereinafter designated “Lessee.” WITNESSETH Lessor does lease to Lessee approxima

Xtant Medical Announces Fourth Quarter and Full Year 2022 Financial Results

EX-99.1 2 ex99-1.htm Exhibit 99.1 Xtant Medical Announces Fourth Quarter and Full Year 2022 Financial Results BELGRADE, MT, March 7, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the fourth quarter and year ended December 31, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34951 Xtant Medical

Addendum to Commercial Lease, dated December 3, 2018, between Cruiser Lane, LLC and Bacterin International Holdings, Inc. (filed as Exhibit 10.31 To the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.31 ADDENDUM TO COMMERCIAL LEASE BETWEEN CRUISER LANE LLC AND BACTERIN INTERNATIONAL HOLDINGS, INC. (aka, XTANT MEDICAL, INC.) DATED: December 3, 2018 The parties to this Addendum to Commercial Lease are Cruiser Lane, LLC hereinafter known as Landlord and Xtant Medical, Inc. , formerly known as Bacterin International Holdings, Inc., now referred to hereinafter as Tenant. 1. Term: A term

Triple Net Commercial Lease, dated October 23, 2015, between Shep Does Stuff LLC and Bacterin International, Inc. (filed as Exhibit 10.34 To the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.34 TRIPLE NET COMMERCIAL LEASE This TRIPLE NET COMMERCIAL LEASE (“Lease”), is made and entered into this 23 day of October, 2015 by and between Shep Does Stuff LLC, a Montana limited liability company of Montana herein referred to as “Landlord”, and BACTERIN INTERNATIONAL, INC., a Nevada corporation of 600 Cruiser Lane, Belgrade, Montana 59714, herein referred to as “Tenant”. In conside

Addendum to Commercial Lease, dated July 29, 2022, between Cruiser Lane, LLC and Bacterin International Holdings, Inc. (filed as Exhibit 10.32 To the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.32 ADDENDUM TO COMMERCIAL LEASE BETWEEN CRUISER LANE LLC AND BACTERIN INTERNATIONAL HOLDINGS, INC. (a/k/a, XTANT MEDICAL, INC.) DATED: July 29, 2022 The parties to this Addendum to Commercial lease are Cruiser Lane, LLC (hereinafter known as Landlord) and Xtant Medical, Inc., formerly known as Bacterin International Holdings, Inc. (referred to hereinafter as Tenant). This document serve

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 7, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commiss

Xtant Medical Acquires Coflex® Product Line from Surgalign for $17 Million Expands Xtant’s Product Offering with the Leading PMA-Approved Intralaminar Stabilization Device Strengthens Surgalign’s Balance Sheet as it Embarks on its Digital Health Stra

Exhibit 99.1 Xtant Medical Acquires Coflex® Product Line from Surgalign for $17 Million Expands Xtant’s Product Offering with the Leading PMA-Approved Intralaminar Stabilization Device Strengthens Surgalign’s Balance Sheet as it Embarks on its Digital Health Strategy BELGRADE, MT and DEERFIELD, ILL., March 1, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology co

Amendment No. 3 to Credit, Security and Guaranty Agreement (Revolving Loan), dated as of February 28, 2023, by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2023 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 10.3 Execution Version amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of February 28, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”) as a Guarantor, each of Holdings’ direct and indirect Subsidiaries set forth on t

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): February 28, 2023 XTANT MEDICAL H

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): February 28, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Com

Equity Purchase Agreement, dated February 28, 2023, by and among Xtant Medical Holdings, Inc, Surgalign SPV, Inc., Surgalign Spine Technologies, Inc., and Surgalign Holdings, Inc. (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2023 (SEC File No. 001-34951) and incorporated by reference herein).

Exhibit 2.1 Execution Version EQUITY PURCHASE AGREEMENT This EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 28, 2023, by and among Xtant Medical Holdings, Inc., a Delaware corporation (“Buyer”), Surgalign SPV, Inc. (the “Company”), a Delaware corporation and wholly owned subsidiary of Surgalign Spine Technologies, Inc., a Delaware corporation (“Seller”), Seller and Sur

Transition Services Agreement, dated February 28, 2023, among Surgalign SPV, Inc., Surgalign Spine Technologies, Inc., and Xtant Medical Holdings, Inc. (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

EX-10.1 3 ex10-1.htm Exhibit 10.1 TRANSITION SERVICES AGREEMENT AMONG SURGALIGN SPV, INC., SURGALIGN SPINE TECHNOLOGIES, INC., AND XTANT MEDICAL HOLDINGS, INC. DATED FEBRUARY 28, 2023 TABLE OF CONTENTS 1. Definitions 4 2. Services 7 2.1 Transition Services 7 2.2 Transition Services Period 7 2.3 Additional Services 7 2.4 Use of Transition Services 8 2.5 Standard of Transition Services 8 2.6 Shortfa

Amendment No. 3 to Credit, Security and Guaranty Agreement (Term Loan), dated as of February 28, 2023, by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 1, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.2 Execution Version amendment No. 3 to CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This AMENDMENT NO. 3 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of February 28, 2023, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”) as a Guarantor, each of Holdings’ direct and indirect Subsidiaries set forth on the signatu

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Altium Capital Management, LP SC 13G/A Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of

XTNT / Xtant Medical Holdings Inc / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

SC 13G/A 1 xtnt-sc13ga123122.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xtant Medical Holdings, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 98420P308 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filin

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): February 1, 2023 XTANT MEDICAL HO

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): February 1, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Comm

Xtant Medical Appoints Mark Schallenberger as Chief Operations Officer

Exhibit 99.1 Xtant Medical Appoints Mark Schallenberger as Chief Operations Officer BELGRADE, MT, January 9, 2023 – Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced the appointment of Mark Schallenberger as Chief Operations Officer, effective January 16, 2023. “We are thrille

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 9, 2023 XTANT MEDICAL HOL

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 9, 2023 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commi

Offer Letter Agreement dated as of December 14, 2022 between Xtant Medical Holdings, Inc. and Mark A. Schallenberger (filed herewith)

Exhibit 10.4 CONFIDENTIAL December 14, 2022 Mark Schallenberger 3425 North 38th Place Phoenix, AZ 85018 Subject: Offer of Employment Dear Mark: I am pleased to offer you the position of Chief Operations Officer (COO) of Xtant Medical Holdings, Inc. (“Xtant”). The most critical initial terms of your employment are set forth on the attached Term Sheet. This Offer is contingent upon your commencement

Employment Agreement, effective as of January 16, 2023, between Xtant Medical Holdings, Inc. and Mark A. Schallenberger (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 9, 2023 (SEC File No. 001-34951) and incorporated by reference herein)

EX-10.1 2 ex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is effective as of January 16, 2023 (“Effective Date”), by and between Xtant Medical Holdings, Inc., a Delaware corporation (the “Company”), and Mark A. Schallenberger, an individual (“Employee”). The Company and Employee are sometimes referred to as the “Parties” or “Party” in this Agreement, and the Co

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): November 3, 2022 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Comm

Amendment No. 2 to Credit, Security and Guaranty Agreement (Revolving Loan) dated as of October 27, 2022 by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

EX-10.5 3 ex10-5.htm Exhibit 10.5 amendment No. 2 to CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) This AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of October 27, 2022, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”) as a Guarantor, each of Holdings’ direct and indirect Subsidiaries set forth on

Amendment No. 2 to Credit, Security and Guaranty Agreement (Term Loan) dated as of October 27, 2022 by and among Xtant Medical, Inc., Bacterin International, Inc., X-spine Systems, Inc., and any additional borrower that hereafter becomes party thereto, Xtant Medical Holdings, Inc., and any additional guarantor that hereafter becomes party thereto, and MidCap Financial Trust, as agent, and the lenders from time to time party thereto (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

Exhibit 10.4 amendment No. 2 to CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) This AMENDMENT NO. 2 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this ?Agreement?) is made as of October 27, 2022, by and among XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (?Holdings?) as a Guarantor, each of Holdings? direct and indirect Subsidiaries set forth on the signature pages hereto as

Xtant Medical Announces Third Quarter 2022 Financial Results

Exhibit 99.1 Xtant Medical Announces Third Quarter 2022 Financial Results BELGRADE, MT, November 3, 2022 ? Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the third quarter ended September 30, 2022. ?I am pleased that third quarter revenues

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34951 XTANT

As filed with the Securities and Exchange Commission on October 28, 2022

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on October 28, 2022 Registration No. 333- United States SECURITIES AND EXCHANGE cOMMISSION Washington, D.C. 20549 fOrm S-8 registration statement under the securities act of 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5313323 (State or other jurisdiction of incorporation

Filing Fee Table (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Xtant Medical Holdings, Inc.

Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28, 2022 (SEC File No. 001-34951) and incorporated by reference herein)

EX-10.1 2 ex10-1.htm XTANT MEDICAL HOLDINGS, INC. SECOND AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN (As amended on October 26, 2022) Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 10 6. Options. 10 7. Stock Appreciation Rights. 12 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Uni

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): October 26, 2022 XTANT MEDICAL HO

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): October 26, 2022 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Comm

25,381,787 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No.: 333-267817 FINAL PROSPECTUS 25,381,787 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to an aggregate of 25,381,787 shares of common stock, par value $0.000001 per share, of Xtant Medical Holdings, Inc. by the selling stockholders named in this prospectus, including their respective donees, pledgee

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480

664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 October 18, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Christine Westbrook Re: Xtant Medical Holdings, Inc.

LETTER

United States securities and exchange commission logo October 17, 2022 Sean E. Browne President and Chief Executive Officer Xtant Medical Holdings, Inc. 664 Cruiser Lane Belgrade, MT 59714 Re: Xtant Medical Holdings, Inc. Registration Statement on Form S-3 Filed October 11, 2022 File No. 333-267817 Dear Sean E. Browne: This is to advise you that we have not reviewed and will not review your regist

As filed with the U.S. Securities and Exchange Commission on October 11, 2022

As filed with the U.S. Securities and Exchange Commission on October 11, 2022 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xtant Medical holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5313323 (State or other jurisdiction of incorporation or

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xtant Medical Holdings, Inc.

Xtant Medical Announces Closing of Second Tranche of $9.75 Million Private Investment

Exhibit 99.1 Xtant Medical Announces Closing of Second Tranche of $9.75 Million Private Investment BELGRADE, MT, October 11, 2022 ? Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today announced the closing of the second and final tranche of its previously announced private placement with

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 7, 2022 XTANT MEDICAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34951 20-5313323 (State or other jurisdiction of incorporation) (Commi

Definitive Proxy Statement on Schedule 14A for the Company’s 2022 Annual Meeting of Stockholders filed with the SEC on September 20, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

DEF 14C 1 formdef14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statemen

XTNT / Xtant Medical Holdings Inc / Vizirgianakis Stavros G. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Xtant Medical Holdings, Inc. (Name of Issuer) Common Stock, par value $0.000001 per share (Title of Class of Securities) 98420P308 (CUSIP Number) Mr. Stavros G. Vizirgianakis 664 Cruiser Lane Belgrade, Montana 59714 Telephone: 0027823791881 (Name, Address and Telephone Num