Form 8-K

8-K — Xtant Medical Holdings, Inc.

Accession: 0001493152-26-022600

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001453593

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

GRAPHIC (form8-k_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001453593

2026-05-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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

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

2.02 Results

of Operations and Financial Condition.

May 13, 2026, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three months ended March

31, 2026. 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.

The

information in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for 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 incorporated by reference in any registration statement or other document filed by the Company under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”),

the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished

as Exhibit 99.1 to this report. The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation

and amortization expense; interest expense, net; and tax benefit (expense), and as further adjusted to add back in or exclude, non-cash

compensation, divestiture/acquisition-related income and expenses, acquisition-related fair value adjustments, unrealized foreign currency

translation loss or gain, and separation-related expenses, in each case as applicable.

The

Company uses non-GAAP adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental

information regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it

should invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and

prospective business initiatives. The Company also uses non-GAAP adjusted EBITDA to help make budgeting and spending decisions, for example,

among sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company

believes its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring

out potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges

and certain large and unpredictable charges or gains.

described above, the Company excludes the effect of the following items from its non-GAAP adjusted EBITDA for the following reasons:

Non-cash

compensation. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company.

Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies

on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and

are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash

compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined

non-GAAP financial measures of comparable companies.

Divestiture/acquisition-related

expenses and income related to transition services agreements. The Company excludes expenses and income directly related to the Company’s

divestitures and acquisitions and subsequent integration and transition activities from non-GAAP adjusted EBITDA primarily because such

expenses and income are not reflective of the Company’s ongoing operating results and are not used by management to assess the

core profitability of the Company’s business operations. These expenses and income include legal and accounting fees, as well fees

charged by the Company in connection with post-divestiture services performed for divested operations. These expenses and income are

not considered normal, recurring, cash operating expenses/income necessary to operate the Company’s business. The Company further

believes that excluding these expenses and income from its non-GAAP results is useful to investors in that it allows for period-over-period

comparability.

Acquisition-related

fair value adjustments. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because

such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core

profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results

is useful to investors in that it allows for period-over-period comparability.

Unrealized

foreign currency translation gain or loss. The Company excludes unrealized foreign currency translation gain or loss, as applicable,

from non-GAAP adjusted EBITDA primarily because such gain or loss is not reflective of the Company’s ongoing operating results

and is not used by management to assess the core profitability of the Company’s business operations. The Company further believes

that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

Separation-related

expenses. The Company excludes separation-related expenses primarily because such expenses are not reflective of the Company’s

ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations.

The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period over-period

comparability.

Non-GAAP

adjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release. The Company also

presents in the press release EBITDA as a percentage of total revenue and adjusted EBITDA as a percentage of total revenue and reconciles

these two non-GAAP measures in the press release to net income (loss) as a percentage of total revenue.

Non-GAAP

financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures

used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules

or principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other

companies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP

financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results

as determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results

in conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in

a statement when non-GAAP financial information is presented.

Item

8.01 Other

Events.

May 13, 2026, the Company announced August 7, 2026 as the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026

Annual Meeting”). The exact time and location of the 2026 Annual Meeting will be specified in the Company’s proxy statement

for the 2026 Annual Meeting, which it anticipates will be printed on or about June 11, 2026 and sent or made available to stockholders

commencing on or about June 12, 2026.

Since

the date of the Company’s 2026 Annual Meeting has changed by more than 30 days from the date of last year’s Annual Meeting

of Stockholders, stockholders who, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), wish to present proposals for inclusion in the proxy materials relating to the 2026 Annual Meeting must submit their proposals

so that they are received by the Company at its principal executive offices no later than the close of business on May 23, 2026, which

the Company believes is a reasonable time before it prints and mails its proxy materials. The proposals must satisfy the requirements

of the proxy rules promulgated by the Securities and Exchange Commission (the “SEC”) and as the rules of the SEC make clear,

simply submitting a proposal does not guarantee that it will be included.

The

Company’s Third Amended and Restated Bylaws (the “Bylaws”) provide for an advance notice procedure with regard to nominations

of persons for election to the Board of Directors and stockholder proposals to be brought before an annual meeting. Pursuant to the terms

of the Bylaws, any other stockholder proposals, including director nominations, to be presented at the 2026 Annual Meeting (other than

a matter brought pursuant to SEC Rule 14a-8) are required to be given in writing to the Company’s Corporate Secretary and delivered

to or mailed and received by the Company no later than the close of business on May 23, 2026, the 10th day following the date of this

Current Report on Form 8-K announcing the date of the 2026 Annual Meeting, and must contain information specified in the Bylaws.

addition, if applicable, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees

at the 2026 Annual Meeting must comply with the “universal proxy rules,” Rule 14a-19 promulgated under the Exchange Act,

as required by and in addition to the Bylaws, including providing written notice on a timely basis no later than June 9, 2026, which

is 60 days prior the date of the 2026 Annual Meeting, and providing certain information required by Rule 14a-19 under the Exchange Act

(including a statement that such stockholder intends to solicit the holders of shares representing at least 67% of the voting power of

the Company’s shares entitled to vote on the election of directors in support of director nominees other than the Company’s

nominees) to the Company.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release of Xtant Medical Holdings, Inc. dated May 13, 2026 entitled “Xtant Medical Reports First Quarter 2026 Financial Results” (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/

Scott C. Neils

Scott

C. Neils

Chief

Financial Officer

Date:

May 13, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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 Holdings, Inc. (NYSE American: XTNT), a medical technology company focused on surgical

solutions for spinal and other orthopedic conditions, today reported financial and operating results for the first quarter ended March

31, 2026.

First

Quarter 2026 Financial Highlights

● Generated

total revenue of $20.9 million for the first quarter of 2026, as compared to $32.9 million

for the first quarter of 2025. The decline in revenue relates primarily to the sale of assets

and businesses to Companion Spine in December 2025 as well as 2025 license revenue that will

not repeat in 2026.

● Reduced

total indebtedness by $13.3 million in the first quarter of 2026, including a $10.4 million

reduction in net amounts outstanding under the Company’s revolving line of credit,

and a $2.8 million reduction in its term loan balance.

● Increased

full-year 2026 revenue guidance to a range of $101 million to $105 million, from $95 million

to $99 million previously, to reflect anticipated incremental revenue contribution from Dilon’s

HEMOBLAST® Bellows hemostatic product that was licensed in April 2026.

First

Quarter 2026 and Recent Business Highlights

● Announced

an exclusive U.S. distribution agreement with privately held Dilon Technologies whereby Xtant

has acquired the exclusive U.S. commercial rights to Dilon’s HEMOBLAST® Bellows

product for high-performance hemostasis following certain surgical procedures. As part of

the transaction, Xtant has hired Dilon’s approximately 20-person U.S. sales team.

● Launched

Trivium™ Shaped, an extension of its Trivium line of premium, next-generation demineralized

bone matrix allograft for bone grafting procedures. Trivium™ Shaped is available in

pre-shaped configurations designed to support handling, preparation, and placement across

a range of surgical applications.

● Received

the final $10.7 million due from Companion Spine in March, finalizing the previously announced

sale of Xtant’s non-core Coflex®/CoFix assets and its international hardware business

to Companion, and resulting in a total cash purchase price of $21.4 million.

Sean

Browne, President and CEO of Xtant Medical, stated, “The first quarter of 2026 and subsequent period were pivotal for Xtant. Proceeds

from the Companion Spine transaction allowed us to strengthen our balance sheet while the HEMOBLAST® Bellows distribution agreement

announced in April expanded our addressable market into the multi-billion-dollar hemostatics category. We are particularly encouraged

by the potential commercial synergies to be realized following the integration of Dilon’s 21-person field sales force into our

own organization, positioning us to drive topline growth and margin expansion this year and beyond. These developments, together with

recent product launches, position us to best serve the needs of surgeons and patients alike with our comprehensive biologics product

portfolio.”

First

Quarter 2026 Financial Results

Revenue

for the first quarter of 2026 was $20.9 million, compared to $32.9 million for the same period in 2025. The year-over-year decline is

primarily due to the sale of the company’s Coflex/CoFix assets and international hardware business to Companion Spine in December

of 2025, as well as license revenue from Xtant’s Q-code and amniotic membrane agreements in the first quarter of 2025 that did

not repeat in the first quarter of 2026 due to changes in the reimbursement environment.

Gross

margin for the first quarter of 2026 was 57.3%, compared to 61.5% for the same period in 2025. The decrease was primarily due to the

cessation of Q-code high-margin license revenue from the amniotic membrane agreements that ceased at the end of 2025.

Operating

expenses for the first quarter of 2026 totaled $14.9 million, compared to $19.2 million for the first quarter of 2025. The decrease was

primarily due to the company’s sale of its Coflex/CoFix assets and international hardware business to Companion Spine in December

2025.

First

quarter 2026 net loss was $3.1 million, compared to net income of $58,000 for the first quarter of 2025.

Non-GAAP

adjusted EBITDA loss for the first quarter of 2026 totaled $1.6 million, compared to positive adjusted EBITDA of $3.0 million for the

same period in 2025.

The

Company defines adjusted EBITDA as net income/loss from operations before depreciation, amortization and interest income/expense and

provision for income tax/benefit, and as further adjusted to add back in or exclude, as applicable, separation-related expenses, non-cash

compensation, disposition/acquisition-related income and expenses, acquisition-related fair value adjustments, and unrealized foreign

currency translation gain or loss. A calculation and reconciliation of adjusted EBITDA to net income (loss) can be found in the attached

financial tables.

of March 31, 2026, the Company had $12.2 million of cash and cash equivalents, total indebtedness of $12.2 million, and availability

under its revolving credit facility of $11.8 million compared to $17.3 million of cash and cash equivalents, total indebtedness of $25.4

million, and availability under its revolving credit facility of $3.8 million as of December 31, 2025. The reduction in total indebtedness

was due primarily to the term loan payment of $2.8 million from some of the February 2026 proceeds from Companion Spine and net repayments

of $10.4 million on the revolving credit facility from cash and cash equivalents, and the resulting increase in availability under the

revolving credit agreement is due to an effort to reduce interest expense by minimizing the outstanding balance on the Company’s

revolving credit facility.

2026

Financial Guidance

The

Company is today increasing its full-year 2026 revenue guidance to a range of $101 million to $105 million, from $95 million to $99 million

previously, to reflect the recently announced exclusive license agreement with Dilon Technologies and anticipated incremental revenue

contribution from Dilon’s HEMOBLAST® Bellows.

Conference

Call

Xtant

Medical will host a webcast and conference call to discuss its first quarter 2026 financial and operating results at 8:30 am ET today,

May 13, 2026.

access the webcast: https://www.webcaster5.com/Webcast/Page/3039/53872

access the conference call, dial 888-506-0062 (US) or 973-528-0011 (International) and reference Participant Access Code 638297.

replay of the call will be available on the Investor section of the Company’s website at www.xtantmedical.com for a period of one

year.

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.

Non-GAAP

Financial Measures

supplement the Company’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles

(GAAP), the Company uses certain non-GAAP financial measures in this release, including adjusted EBITDA, adjusted EBITDA as a percentage

of total revenue. Reconciliations of the non-GAAP financial measures used in this release to the most comparable GAAP measures for the

respective periods can be found in this release or tables later in this release. The Company’s management believes that the presentation

of these measures provides useful information to investors. These measures may assist investors in evaluating the Company’s operations,

period over period. Management uses the non-GAAP measures in this release internally for evaluation of the performance of the business,

including the allocation of resources. Investors should consider non-GAAP financial measures only as a supplement to, not as a substitute

for or as superior to, measures of financial performance prepared in accordance with GAAP.

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,” “going forward,” “guidance,” similar expressions or the negative thereof, and the use

of future dates. Forward-looking statements in this release include the Company’s full year 2026 revenue guidance, including anticipated

incremental revenue contribution from Dilon’s HEMOBLAST® Bellows hemostatic product. The Company 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 Company’s future operating results, financial performance and need for additional capital;

the Company’s ability to drive topline growth and margin expansion this year and beyond; 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 the Company’s

business and operating results; the possibility that the distribution agreement may be terminated by either party; the effect of the

distribution agreement on the Company’s business, including its relationships with other distributors, independent sales representatives

and personnel, and its business and operating results; the success of the Company’s expanded field sales force to improve the Company’s

reach and leverage its contract portfolio and independent agent network; the Company’s 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; the effect of government and third-party coverage and reimbursement for its products; its ability

to obtain and maintain regulatory approvals and comply with government regulations; the effect of product liability claims and other

litigation to which the Company may be subject; the effect of product recalls and defects; its ability to license intellectual property

on commercially reasonable terms and to maintain any such licenses and its ability to obtain and protect its intellectual property and

proprietary rights and operate without infringing the rights of others; 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 factors described in its

Annual Report on Form 10-K for the year ended December 31, 2025 to be filed with the Securities and Exchange Commission (SEC) on March

30, 2026 and subsequent SEC reports, including its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 to be

filed with the SEC on May 13, 2026. Investors are encouraged to read the Company’s filings with the SEC, available at www.sec.gov,

for a discussion of these and other risks and uncertainties. The Company 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 the Company or persons acting on its behalf are expressly

qualified in their entirety by this cautionary statement.

Investor

Relations Contact:

Kevin

Gardner

LifeSci

Advisors

kgardner@lifesciadvisors.com

-OR-

Rob

Windsor

LifeSci

Advisors

rwindsor@lifescipartners.com

–

Tables Follow –

XTANT

MEDICAL HOLDINGS, INC.

Consolidated

Balance Sheets

(In

thousands, except number of shares and par value)

As of

March 31, 2026

As of

December 31, 2025

(Unaudited)

ASSETS

Current Assets:

Cash and cash equivalents

$ 12,137

$ 17,053

Restricted cash

275

Trade accounts receivable, net of allowance for credit losses of $2,115 and $2,165, respectively

17,179

17,803

Inventories

31,881

30,263

Note receivable

—

10,462

Prepaid and other current assets

1,404

2,389

Total current assets

62,621

78,245

Property and equipment, net

5,854

6,202

Right-of-use asset, net

3,045

3,192

Goodwill

6,074

Intangible assets, net

275

299

Other assets

131

133

Total Assets

$ 78,000

$ 94,145

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 5,485

$ 3,844

Accrued liabilities

8,475

10,626

Current portion of long-term debt

3,720

3,500

Current portion of lease liability

617

622

Current portion of finance lease obligations

Line of credit

441

10,857

Total current liabilities

18,773

29,484

Long-term Liabilities:

Lease liability, less current portion

2,525

2,665

Finance lease obligation, less current portion

Long-term debt, plus premium and less issuance costs

8,095

11,026

Other liabilities

Total Liabilities

29,401

43,192

Commitments and Contingencies

Stockholders’ Equity:

Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding

—

Common stock, $0.000001 par value; 300,000,000 shares authorized; 140,068,260 shares issued and outstanding as of March 31, 2026 and 140,039,557 shares issued and outstanding as of December 31, 2025

—

Additional paid-in capital

306,175

305,439

Accumulated other comprehensive loss

(1 )

—

Accumulated deficit

(257,575 )

(254,486 )

Total Stockholders’ Equity

48,599

50,953

Total Liabilities & Stockholders’ Equity

$ 78,000

$ 94,145

XTANT

MEDICAL HOLDINGS, INC.

Consolidated

Statements of Operations

(Unaudited,

in thousands, except number of shares and per share amounts)

Three Months Ended March 31,

2026

2025

Revenue

Product revenue

$ 20,884

$ 29,284

License revenue

—

3,620

Total Revenue

20,884

32,904

Cost of sales

8,913

12,661

Gross Profit

11,971

20,243

Operating Expenses

General and administrative

6,273

7,533

Sales and marketing

8,186

11,204

Research and development

435

443

Total Operating Expenses

14,894

19,180

(Loss) Income from Operations

(2,923 )

1,063

Other Expense

Interest expense

(599 )

(1,045 )

Interest income

219

Unrealized foreign currency translation (loss) gain

(1 )

Other income (expense)

242

(9 )

Total Other Expense

(139 )

(1,030 )

Net (Loss) Income from Operations Before Provision for Income Taxes

(3,062 )

(Provision) Benefit for Income Taxes Current and Deferred

(27 )

Net (Loss) Income

$ (3,089 )

$ 58

Net (Loss) Income Per Share:

Basic

$ (0.02 )

$ 0.00

Dilutive

$ (0.02 )

$ 0.00

Shares used in the computation:

Basic

140,058,787

139,068,831

Dilutive

140,058,787

143,335,114

XTANT

MEDICAL HOLDINGS, INC.

Consolidated

Statements of Cash Flows

(Unaudited,

in thousands)

Three Months Ended March 31,

2026

2025

Operating activities:

Net (loss) income

$ (3,089 )

$ 58

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Depreciation and amortization

534

1,074

Gain on sale of fixed assets

(14 )

(37 )

Non-cash interest

129

163

Stock-based compensation

746

758

Provision for reserve on accounts receivable

180

243

Provision for excess and obsolete inventory

922

541

Other

(3 )

Changes in operating assets and liabilities:

Accounts receivable

444

(3,114 )

Inventories

(1,611 )

(535 )

Prepaid and other assets

152

280

Accounts payable

1,641

(890 )

Accrued liabilities

(2,150 )

2,740

Net cash (used in) provided by operating activities

(2,114 )

1,278

Investing activities:

Purchases of property and equipment

(194 )

(1,191 )

Proceeds from sale of fixed assets

Proceeds from divestiture

10,368

—

Net cash provided by (used in) investing activities

10,220

(1,143 )

Financing activities:

Borrowings on line of credit

1,630

25,158

Repayments on line of credit

(12,045 )

(26,017 )

Payments on long-term debt

(2,841 )

—

Debt issuance costs

—

(34 )

Payments on financing leases

(9 )

(17 )

Payment of taxes from withholding of common stock on settlement of restricted stock units

(10 )

(9 )

Net cash used in by financing activities

(13,275 )

(919 )

Effect of exchange rate changes on cash and cash equivalents and restricted cash

(2 )

Net change in cash and cash equivalents and restricted cash

(5,171 )

(786 )

Cash and cash equivalents and restricted cash at beginning of period

17,328

6,221

Cash and cash equivalents and restricted cash at end of period

$ 12,157

$ 5,435

Reconciliation of cash and cash equivalents and restricted cash reported in the condensed consolidated balance sheets

Cash and cash equivalents

$ 12,137

$ 5,032

Restricted cash

403

Total cash and restricted cash reported in condensed consolidated balance sheets

$ 12,157

$ 5,435

XTANT

MEDICAL HOLDINGS, INC.

CALCULATION

OF NON-GAAP CONSOLIDATED EBITDA AND ADJUSTED EBITDA

(in

thousands)

Three Months Ended March 31,

2026

2025

Net (Loss) Income

$ (3,089 )

$ 58

Depreciation and amortization

534

1,074

Interest expense, net

380

1,045

Tax expense

(25 )

Non-GAAP EBITDA

(2,148 )

2,152

Net (Loss) Income/Total Revenue

(14.8 )%

0.2 %

Non-GAAP EBITDA/Total Revenue

(10.3 )%

6.5 %

NON-GAAP ADJUSTED EBITDA CALCULATION

Non-cash compensation

746

758

Divestiture/acquisition-related (income) expenses

(235 )

—

Acquisition-related fair value adjustments

111

Unrealized foreign currency translation loss (gain)

(24 )

Separation related expenses

—

Non-GAAP Adjusted EBITDA

$ (1,585 )

$ 3,037

Non-GAAP Adjusted EBITDA/Total Revenue

(7.6 )%

9.2 %

GRAPHIC

Filename: form8-k_001.jpg · Sequence: 3

Binary file (3109 bytes)

Download form8-k_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 13, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 13, 2026

Entity File Number

001-34951

Entity Registrant Name

XTANT

MEDICAL HOLDINGS, INC.

Entity Central Index Key

0001453593

Entity Tax Identification Number

20-5313323

Entity Incorporation, State or Country Code

Entity Address, Address Line One

664

Cruiser Lane

Entity Address, City or Town

Belgrade

Entity Address, State or Province

Entity Address, Postal Zip Code

59714

City Area Code

(406)

Local Phone Number

388-0480

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

stock, par value $0.000001 per share

Trading Symbol

XTNT

Security Exchange Name

NYSEAMER

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration