0000947871-18-000187.txt : 20180223
0000947871-18-000187.hdr.sgml : 20180223
20180223185516
ACCESSION NUMBER: 0000947871-18-000187
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180214
FILED AS OF DATE: 20180223
DATE AS OF CHANGE: 20180223
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34951
FILM NUMBER: 18638155
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Xtant Medical Holdings, Inc.
CENTRAL INDEX KEY: 0001453593
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 205313323
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 664 CRUISER LANE
CITY: BELGRADE
STATE: MT
ZIP: 59714
BUSINESS PHONE: 406-388-0480
MAIL ADDRESS:
STREET 1: 664 CRUISER LANE
CITY: BELGRADE
STATE: MT
ZIP: 59714
FORMER COMPANY:
FORMER CONFORMED NAME: Bacterin International Holdings, Inc.
DATE OF NAME CHANGE: 20100615
FORMER COMPANY:
FORMER CONFORMED NAME: K KITZ INC
DATE OF NAME CHANGE: 20090108
4
1
ss81187_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-02-14
0
0001453593
Xtant Medical Holdings, Inc.
XTNT
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE
54TH FLOOR
NEW YORK
NY
10022
1
0
1
0
Common Stock
2018-02-14
4
A
0
5126534
7.20
A
5287197
I
See Footnotes
Common Stock
2018-02-14
4
A
0
2905396
7.20
A
2973996
I
See Footnotes
Common Stock
2018-02-14
4
P
0
603687
7.20
A
5890884
I
See Footnotes
Common Stock
2018-02-14
4
P
0
342132
7.20
A
3316128
I
See Footnotes
Convertible Note
46.56
2018-02-14
4
D
0
33190000
46.56
A
2021-07-15
Common Stock
33190000
0
I
See Footnotes
Convertible Note
46.56
2018-02-14
4
D
0
18810000
46.56
A
2021-07-15
Common Stock
18810000
0
I
See Footnotes
Convertible Note
34.8
2018-02-14
4
D
0
1428553
34.8
A
2021-07-15
Common Stock
1428553
0
I
See Footnotes
Convertible Note
34.8
2018-02-14
4
D
0
809614
34.8
A
2021-07-15
Common Stock
809614
0
I
See Footnotes
These securities are held of record by ROS Acquisition Offshore LP ("ROS Acquisition"). OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the investment manager of ROS Acquisition. Advisors is also the investment manager of Royalty Opportunities S.a r.l., of which ROS Acquisition is a wholly-owned subsidiary. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ROS Acquisition noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ROS Acquisition.
These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the sole general partner of ORO II, and Advisors is the sole managing member of ROF II. By virtue of such relationships, Advisors may be deemed to have voting and investment power with respect to the securities held by ORO II noted above and as a result may be deemed to have beneficial ownership over such securities. Advisors exercised this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the securities held by ORO II.
Each of ROS Acquisition, ORO II and the reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or the reporting person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. Samuel D. Isaly, who was included as a Reporting Person on previous reports under Section 16 of the Exchange Act filed by Advisors, is no longer subject to Section 16 with respect to securities of the Issuer.
These convertible notes (collectively, the "Notes") were convertible into shares of common stock ("Shares") of the Issuer at any time prior to the close of business on the second business day immediately preceding July 15, 2021. However, the Notes were not convertible to the extent that such conversion would result in the holder of each Note or any of its affiliates being deemed to beneficially own in excess of 9.99% of the then-outstanding Shares.
Gives effect to the 1:12 reverse stock split which occurred on February 14, 2018.
On February 14, 2018, the Notes, plus accrued and unpaid interest, were exchanged for newly-issued shares of Common Stock at an exchange rate of 138.8889 shares per $1,000 principal amount of notes, for an exchange price of $7.20 per share. This resulted in the issuance of 5,126,534 shares of Common Stock to ROS Acquisition and 2,905,396 shares of Common Stock to ORO II.
On February 14, 2018, ROS Acquisition and ORO II purchased an aggregate of 945,819 shares of Common Stock at a price of $7.20 per share in a private placement.
/s/ Jonathan T. Silverstein
2018-02-23
/s/ Sven H. Borho
2018-02-23
/s/ Carl L. Gordon
2018-02-23