0001235802-20-000118.txt : 20201005 0001235802-20-000118.hdr.sgml : 20201005 20201005162423 ACCESSION NUMBER: 0001235802-20-000118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201001 FILED AS OF DATE: 20201005 DATE AS OF CHANGE: 20201005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rizzo Matthew CENTRAL INDEX KEY: 0001732511 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34951 FILM NUMBER: 201223872 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE, 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 primary_doc.xml PRIMARY DOCUMENT X0306 4 2020-10-01 0 0001453593 Xtant Medical Holdings, Inc. XTNT 0001732511 Rizzo Matthew 664 CRUISER LANE BELGRADE MT 59714 1 0 1 0 Common Stock 2020-10-01 4 A 0 46784775 1.07 A 52702384 I See Foonotes Common Stock 2020-10-01 4 A 0 11969619 1.07 A 15300688 I See Footenotes Common Stock 70423 D See Exhibit 99.1 These securities are held of record by ROS Acquisition. OrbiMed Advisors LLC ("Advisors"), a registered investment 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 exercises its 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. Each of ROS Acquisition, ORO II, Advisors 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 or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes. The Reporting Person is an employee of Advisors. These securities are held of record by ORO II. OrbiMed ROF II LLC ("ROF II") is the general partner of ORO II, and Advisors is the 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 exercises its 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. These shares are to be issued upon vesting pursuant to a restricted stock unit award granted under the Xtant Medical Holdings, Inc. 2018 Equity Incentive Plan, as amended, conditioned upon the Reporting Person remaining a director of the Company through the vesting date. /s/ Amy Culbert, attorney-in-fact 2020-10-05 EX-99.1 2 exhibit99-1.txt FOOTNOTE 1 EXHIBIT 99.1 On October 1, 2020 (the Closing Date), Xtant Medical Holdings, Inc. (the Company) exchanged shares of its common stock (the Common Stock) for approximately $40.8 million of the aggregate outstanding principal amount of the loans (as defined in the Second Amended and Restated Credit Agreement, dated as of March 29, 2019, by and among the Company, Bacterin International, Inc., Xtant Medical, Inc., X-spine Systems, Inc., and OrbiMed Royalty Opportunities II, LP (ORO II) and ROS Acquisition Offshore LP (ROS Acquisition and collectively with ORO II, the Lenders) (as amended, restated and otherwise modified prior to the date hereof, Second A&R Credit Agreement) outstanding under the Second A&R Credit Agreement, as well as, without duplication, approximately $21.1 million of the outstanding amount of PIK Interest (as defined in the Second A&R Credit Agreement) (such loans and PIK Interest, the Exchanging Loans), plus all other accrued and unpaid interest on the Exchanging Loans outstanding as of the Closing Date, at an exchange price of $1.07 per share, representing the average closing price of the Common Stock over the 10 trading days immediately prior to the parties entering into that certain Restructuring and Exchange Agreement, dated as of August 7, 2020 (the Restructuring Agreement), with the Lenders and resulting in the issuance of an aggregate of 57,837,045 shares of Common Stock to the Lenders. In addition, on the Closing Date, the Company also entered into an amendment to the Second A&R Credit Agreement and in connection therewith the Company issued 917,349 shares of Common Stock to ROS Acquisition in exchange for a portion of the prepayment fee payable under the Second A&R Credit Agreement in respect of the Exchanging Loans.