Form 8-K

8-K — Xtant Medical Holdings, Inc.

Accession: 0001493152-26-016308

Filed: 2026-04-13

Period: 2026-04-10

CIK: 0001453593

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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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

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

664

Cruiser Lane

Belgrade,

Montana

59714

(Address

of principal executive offices)

(Zip

Code)

(406)

388-0480

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.000001 per share

XTNT

NYSE

American LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation

FD Disclosure.

April 13, 2026, Xtant Medical Holdings, Inc. (“Xtant”) announced that it has entered into a Distribution Agreement (the “Distribution

Agreement”) with Dilon Technologies, Inc. (“Dilon”) pursuant to which Xtant has obtained the exclusive rights to import,

market, distribute and sell the HEMOBLAST® Bellows product in the United States. The HEMOBLAST® Bellows

product is an FDA-approved powder-based, topical, surgical hemostatic agent used to control bleeding during surgical procedures. The

full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form

8-K.

Xtant

is furnishing the information contained in Exhibit 99.1 pursuant to Regulation FD and Item 7.01 of Form 8-K promulgated by the Securities

and Exchange Commission (“SEC”). This information shall not be deemed to be “filed” with the SEC for the purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed under

the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

8.01 Other

Events.

Xtant

entered into the Distribution Agreement with Dilon on April 10, 2026, and in connection therewith, hired approximately 20 Dilon sales

personnel to assist in the sale of the HEMOBLAST® Bellows product in the United States. Under the terms of the Distribution

Agreement, Dilon will continue to manufacture the Product from its current manufacturing location in France and will supply and sell

the Product to Xtant at a specified transfer price as provided in the Distribution Agreement, which price is subject to change under

the terms of the Distribution Agreement. The Distribution Agreement does not contain any minimum purchase requirements on behalf of Xtant.

Under the terms of the Distribution Agreement, Xtant paid Dilon a $5.0 million exclusivity fee, which fee is subject to repayment by

Dilon under certain circumstances, including upon a termination of the Distribution Agreement, which agreement can be terminated by either

party upon certain specified events. In connection with entering into the Distribution Agreement, Dilon has also agreed to cooperate

with Xtant to transition the existing United States customer base for the Product to Xtant and assign all existing contracts with customers

for the Product for sales in the United States to Xtant, subject to Xtant’s review and approval of such agreements. The Distribution

Agreement also contains other terms and conditions that are customary for an agreement of this nature.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Joint Press Release of Xtant Medical Holdings, Inc. and Dilon Technologies, Inc. dated April 13, 2026 entitled “Xtant Medical and Dilon Technologies Announce Exclusive U.S. Distribution Agreement for Dilon’s HEMOBLAST® Bellows Product” (furnished herewith)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

XTANT

MEDICAL HOLDINGS, INC.

By:

/s/

Sean E. Browne

Sean

E. Browne

President

and Chief Executive Officer

Date:

April 13, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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, Inc. (NYSE American: XTNT), a medical technology company

focused on surgical solutions for spinal and other orthopedic conditions, and Dilon Technologies, Inc., a medical device manufacturer,

today announced that the companies have entered into an agreement whereby Xtant has acquired exclusive U.S. distribution rights to Dilon’s

HEMOBLAST® Bellows for high-performance hemostasis following certain surgical procedures.

Sean

Browne, President and CEO of Xtant Medical, stated, “We are excited to partner with Dilon Technologies to bring HEMOBLAST, a highly

complementary hemostatic technology, to a broader group of surgeons. This agreement expands our portfolio with a unique and versatile

hemostatic solution while also significantly bolstering our own commercial capabilities with the integration of Dilon’s approximately

20-person U.S. sales team into our organization. With our broadened product offering and enhanced reach and sales capabilities, we believe

we can better address the comprehensive needs of surgeons and patients alike while meaningfully expanding our addressable market.”

George

Makhoul, CEO of Dilon Technologies, stated, “HEMOBLAST is highly differentiated in the surgical hemostat market with its unique

composition as the only collagen/thrombin formulation that provides applicability across minimal, mild, and moderate bleeding types,

and we are very pleased to entrust its future growth to Xtant. As a recognized leader in the manufacture and distribution of novel biologics

solutions for a range of surgical applications, we believe Xtant is the ideal partner to extend the U.S. commercial reach of HEMOBLAST

and achieve its full market potential.”

HEMOBLAST

Bellows is a pre-loaded hemostatic powder indicated in surgical procedures as an adjunct to hemostasis when control of minimal, mild,

and moderate bleeding by conventional procedures is ineffective or impractical, except in ophthalmic and urological procedures. HEMOBLAST

is the only hemostat containing collagen (mechanical hemostat), human derived thrombin (which converts fibrinogen to fibrin, a basic

element required for blood clotting), and bovine-derived chondroitin sulfate (which provides cohesion between the wound and surrounding

tissue). Delivered via a pre-loaded bellows applicator, HEMOBLAST requires no prep prior to use.

Xtant

plans to update its full-year 2026 financial guidance in light of the new distribution arrangement in connection with the release of

its first quarter 2026 financial results.

About

Dilon Technologies® Inc.

Dilon

Technologies Inc., a medical device manufacturer based in Newport News, Virginia, strives to improve the quality of care by providing

a wide range of innovative medical device technology that benefits patients around the world. Dilon has a strong medical device portfolio

which includes HEMOBLAST Bellows, the only combination powdered surgical hemostat that contains collagen, thrombin and chondroitin sulfate,

MarginProbe, a groundbreaking technology for accurate margin assessment in breast cancer surgery, the Navigator System, a surgical gamma

probe system for radio-guided lymphatic mapping and tumor localization, TrueView Pro 100, a specimen radiography system (SRS) that uses

advanced radiography and automated software to precisely identify tumor lesions in resected or biopsied breast tissue, and the CoPilot,

an innovative, portable, and easy to use video laryngoscope.

About

Xtant Medical Holdings, Inc.

Xtant

Medical’s mission of honoring the gift of donation so that our patients can live as full and complete a life as possible, is the

driving force behind our company. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused

on the design, development, and commercialization of a comprehensive portfolio of orthobiologics serving the chronic and surgical wound

care and sports medicine markets, as well as spinal implant systems. Xtant people are dedicated and talented, operating with the highest

integrity to serve our customers.

The

symbols ™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as

indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property

of their respective owners.

Cautionary

Statement Regarding Forward-Looking Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking

statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include

words such as “intends,” ‘‘expects,’’ ‘‘anticipates,’’ ‘‘plans,’’

‘‘believes,’’ ‘‘estimates,’’ “continue,” “future,” ‘‘will,’’

“potential,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this

release include Xtant’s expectations regarding the exclusive distribution arrangement and its ability to better address the comprehensive

needs of surgeons and patients. Xtant cautions that its forward-looking statements by their nature involve risks and uncertainties, and

actual results may differ materially depending on a variety of important factors, including, among others: the success of the distribution

arrangement and the HEMOBLAST® Bellows product, including future U.S. sales and the additional U.S. sales personnel and

their impact on Xtant’s business and operating results; the possibility that the distribution agreement may be terminated by either

party; the effect of the distribution agreement on Xtant’s business, including its relationships with other distributors, independent

sales representatives and personnel, and its business and operating results; Xtant’s future operating and financial performance

and its ability to increase or maintain revenue; the success of Xtant’s expanded field sales force to improve Xtant’s reach

and leverage its outstanding contract portfolio and independent agent network; its ability to become operationally self-sustaining and

less reliant on third-party manufacturers and suppliers; risks associated with acquisitions and dispositions; its ability to implement

successfully its future growth initiatives and risks associated therewith; possible future impairment charges to long-lived assets and

goodwill and write-downs of excess and obsolete inventory; its ability to continue to innovate, develop and introduce new products and

the success of those products; its ability to remain competitive; its ability to engage and retain new and existing independent distributors

and agents and qualified sales and other personnel and its dependence on key independent agents for a significant portion of its revenue;

the effect of inflation, elevated interest rates and other recessionary factors and supply chain disruptions; the effect of product sales

mix changes on its financial results; its ability to service its debt, comply with debt covenants, and access additional indebtedness

or financing on favorable terms or at all, if and when needed, and other risk factors contained in Xtant’s Annual Report on Form

10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on March 31, 2026 and subsequent SEC

filings by Xtant. Investors are encouraged to read Xtant’s filings with the SEC, available at www.sec.gov, for a discussion of

these and other risks and uncertainties. Xtant undertakes no obligation to release publicly any revisions to any forward-looking statements

to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by

law. All forward-looking statements attributable to Xtant or persons acting on its behalf are expressly qualified in their entirety by

this cautionary statement.

Investor

Relations Contact:

For

Xtant Medical:

Kevin

Gardner

LifeSci

Advisors

kgardner@lifesciadvisors.com

-OR-

Rob

Windsor

LifeSci

Advisors

rwindsor@lifescipartners.com

For

Dilon Technologies:

George

Makhoul

CEO,

Dilon Technologies

(877)

463-4566

info@dilon.com

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