Xtant Medical Holdings, Inc.

Current report

Although this Item IA is inapplicable to us as a smaller reporting company, we hereby disclose the following new risk factors from those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024:

Current report

The pending sale of our Coflex/CoFix Business to Companion Spine, LLC involves a number of risks and uncertainties, the occurrence of which could adversely affect our business, financial condition, and operating results.

Current report

On July 7, 2025, we and certain of our subsidiaries entered into the Coflex/CoFix Agreement and the Paradigm Agreement with Companion pursuant to which we agreed to sell and assign to Companion or its designee certain assets relating to our Coflex and CoFix products and our international hardware business. While the completion of the Transactions is expected to occur in the third quarter of 2025, no assurance can be provided that the Transactions will be completed within the anticipated time frame or at all. The closing of each of the Transactions is contingent upon one another and could be delayed or terminated for any reason. In addition, the completion of the Transactions may cause interruption to our business that could have an adverse effect on our operating results and financial condition. The Transactions involve risks and uncertainties, the occurrence of which could adversely affect our business, financial condition, and operating results, including:

Current report

Nantahala owns a significant percentage of our common stock and is able to exert significant control over matters subject to stockholder approval, preventing other stockholders and new investors from influencing significant corporate decisions.

Current report

Nantahala owns approximately 49.1% of our outstanding common stock. Because of its significant stock ownership, Nantahala has the ability to exert substantial influence over our management and affairs and over substantially all matters requiring action by our stockholders, including amendments to our certificate of incorporation, bylaws, election and removal of directors, and approval of any significant corporate actions, including any merger, consolidation, or sale of all or substantially all of our assets. This may prevent or discourage unsolicited acquisition proposals or offers for our common stock. The interests of Nantahala may not be aligned with the interests of our other stockholders. For example, Nantahala may have an interest in pursuing a sale of our Company, acquisitions, divestitures and other transactions or not pursuing such transactions that, in its judgment, could provide Nantahala liquidity or enhance or reduce its investment, even though such transactions might involve risks to us and our other stockholders. This concentration of voting control could deprive our other stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our Company and ultimately might affect the market price of our common stock. In addition, this significant concentration of stock ownership may adversely affect the trading price of our common stock due to investors’ perception that conflicts of interest may exist or arise.

Current report

The sale or availability for sale of substantial amounts of our common stock, or the perception that such sales could occur at any time, could adversely affect the market price of our common stock.

Current report

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. We cannot predict what effect, if any, market sales of shares of our common stock held by our stockholders or the availability of the shares for future resale will have on the market price of our common stock, although it is likely that such sales would have a material adverse impact on the trading price of our common stock, especially given the low trading volume and low public float of our common stock. If the trading price of our common stock decreases to levels viewed to be abnormally low and no longer suitable for listing under the NYSE American’s listing standards, the NYSE American likely would commence delisting proceedings and immediately suspend trading in our common stock.

Previous report

Appointment of Mark Schallenberger as Chief Operating Officer

Previous report

On May 12, 2025, Xtant publicly announced the appointment of Mark A. Schallenberger as Chief Operating Officer, effective immediately.

Previous report

Mr. Schallenberger, age 39, was initially appointed our Chief Operations Officer effective as of January 16, 2023. Prior to this, Mr. Schallenberger served as Chief Operations Officer of Surgenex LLC, a medical technology manufacturer, from June 2019 to January 2023. Prior to Surgenex, Mr. Schallenberger served as Senior Director of Marketing & Product Development of DCI Donor Services Tissue Bank, a tissue bank, from February 2016 to June 2019. Prior to DCI Donor Services Tissue Bank, Mr. Schallenberger served as various roles with increasing responsibility from September 2010 to February 2016 culminating with Director of Scientific Affairs with Xtant Medical Holdings, Inc. formerly Bacterin International Holdings, Inc. Mr. Schallenberger holds a Master of Science in Chemical Biology from The Scripps Research Institute and a Bachelor of Science degree in Chemistry from the University of Montana.

Previous report

In connection with Mr. Schallenberger’s change in title, the Compensation Committee of the Board of Directors of Xtant approved an increase in Mr. Schallenberger’s annual base salary from $416,000 to $461,760 and an increase in his target annual bonus opportunity from 50% of annual base salary to 75% of annual base salary, with 50% based on corporate goals and 25% based on individual goals for 2025.