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Form 8-K

sec.gov

8-K — Xtant Medical Holdings, Inc.

Accession: 0001493152-26-013788

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001453593

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

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

0001453593

2026-03-31

2026-03-31

iso4217:USD

xbrli:shares

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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): March 31, 2026

XTANT

MEDICAL HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-34951

20-5313323

(State

or other jurisdiction

of

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 ☐

If

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.

On

March 31, 2026, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three months and year

ended December 31, 2025. 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 (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in

such a filing.

To

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 expenses, gain on divestiture, acquisition-related

fair value adjustments, unrealized foreign currency translation

gain or loss, 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 and gains.

As

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. The Company excludes expenses directly related to the Company’s divestiture of its non-core Coflex/CoFix assets and

the international hardware business and its acquisitions and integration into the Company from non-GAAP adjusted EBITDA 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. These expenses include legal and accounting fees and transition related services and are

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

Gain

on divestiture. The Company excludes gain on divestiture from non-GAAP adjusted EBITDA primarily because such an item 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.

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

9.01 Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Press Release of Xtant Medical Holdings, Inc. dated March 31, 2026 entitled “Xtant Medical Reports Fourth Quarter and Full-Year 2025 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:

March 31, 2026

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Xtant

Medical Reports Fourth Quarter and Full-Year 2025 Financial Results

Full

year 2025 revenue totals $133.9 million, an increase of 14% year-over-year

Xtant

delivers positive net income, adjusted EBITDA and operating cash flow

Total

cash of $17.3 million as of December 31, 2025 with an additional $10.5 million received subsequent to year end related to divestiture

BELGRADE,

Mont., March 31, 2026 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on

surgical solutions for spinal and other orthopedic conditions, today reported financial and operating results for the fourth quarter

and full-year ended December 31, 2025.

Fourth

Quarter 2025 Financial Highlights

● Revenue

of $32.4 million, up approximately 3% compared to the prior year quarter

◌ Company’s

earlier-than-anticipated closing of the Companion Spine transaction reduced fourth quarter

2025 revenue by an estimated $2.0 million

● Gross

margin of 54.9% compared to 50.8% for the prior year quarter

● Net

income of $0.1 million compared to a net loss of $3.2 million in the prior year quarter

● Non-GAAP

adjusted EBITDA of $1.9 million compared to adjusted EBITDA of $0.4 million in the prior

year quarter

Full-Year

2025 Financial Highlights

● Revenue

of $134.0 million, up approximately 14% over the full-year 2024

● Gross

margin of 62.9%, compared to 58.2% for the full year 2024

● Net

income of $5.0 million, or $0.03 per diluted share, compared to a net loss of $16.5 million,

or a net loss of $0.12 per basic and diluted share, for the full year 2024

● Non-GAAP

adjusted EBITDA of $16.3 million compared to an adjusted EBITDA loss of $2.3 million for

the full year 2024

● Net

cash provided by operations of $12.5 million compared to net cash used in operations of $11.9

million for the full year 2024

Fourth

Quarter 2025 and Recent Business Highlights

● Completed

the previously announced sale of Xtant’s non-core Coflex® and CoFix assets and

its international hardware businesses to Companion Spine for a total sale price of $21.4

million in cash.

● Announced

the commercial launch of its next-generation innovative synthetic bone graft in the nanOss

line, Strata™. nanOss Strata is manufactured from hydroxycarbonapatite (HCA), a material

with higher solubility than traditional hydroxyapatite (HA), the most commonly used synthetic

material.

● Announced

the commercial launch of CollagenX™, its bovine collagen particulate product for surgical

wound closure designed to promote healing, prevent dehiscence, and help mitigate concerns

related to surgical site infections.

Sean

Browne, President and CEO of Xtant Medical, stated, “Our fourth quarter 2025 caps a truly transformational year for Xtant, during

which we meaningfully sharpened our focus on our core biologics business while driving the new product innovation for which we are known.

Along the way, in 2025 we achieved profitability and cash flow generation, reflecting robust topline growth, targeted R&D investments,

and prudent expense management. We also took advantage of a short-term license and royalty opportunity through our amnio line in the

advanced wound care market. Those cash flows, along with the divestiture of certain non-core products and operations, provided Xtant

with the capital to focus on internally developing our advanced biologics product lines, including new products released in 2025. With

this foundation in place, we began to opportunistically add to our field sales force in the fourth quarter 2025 and into the first quarter

of 2026 to improve our reach and leverage our outstanding contract portfolio and independent agent network.”

“Looking

ahead to 2026, with the recent receipt of amounts previously outstanding under our note receivable from the Companion Spine transaction,

we have increased our current cash position to over $22 million while reducing our term loan balance to $11.2 million. Given our significantly

strengthened financial position, we do not see any need to raise additional outside capital to run our operations and we expect to be

free cash flow positive in 2026. Moreover, this year we plan to lean into our strengths in biologics and invest in our commercial team

to focus on profitably growing our core biologics business. With the substantial progress made in 2025, I am excited for this year and

beyond,” Mr. Browne concluded.

Fourth

Quarter and Full-Year 2025 Financial Results

Fourth

quarter 2025 revenue grew 3% to $32.4 million, compared to $31.5 million for the same period in 2024. The increase is due primarily to

higher license revenue, partly offset by one less month of Coflex and CoFix and related international hardware sales in 2025 as a result

of the sale of those businesses to Companion Spine in early December. For the full year, total revenue of $134.0 million increased 14%

over $117.3 million for the full year 2024.

Gross

margin for the fourth quarter of 2025 was 54.9%, compared to 50.8% for the same period in 2024. For the full year 2025, gross margin

was 62.9%, compared to 58.2% for the full year 2024. These increases were primarily attributable to sales mix and greater scale, partially

offset by increased charges for excess and obsolete inventory, in particular, a $1.3 million charge related to excess and obsolete inventory

associated with the launch of the Cortera® Fixation System.

Operating

expenses for the fourth quarter of 2025 totaled $18.7 million, compared to $17.9 million for the fourth quarter of 2024. Full year 2025

total operating expenses were $77.0 million, compared to $80.3 million for the full year 2024. The increase in fourth quarter 2025 operating

expenses was primarily due to increases in various compensation plans and the year-over-year decline was primarily driven by reduced

commission expense.

Net

income for the fourth quarter 2025 totaled $0.1 million, compared to a net loss of $3.2 million for the fourth quarter of 2024. For the

full year 2025, net income was $5.0 million, or $0.03 per diluted share, compared to a net loss of $16.5 million, or a new loss of $0.12

per basic and diluted share, for the full year 2024.

Non-GAAP

adjusted EBITDA for the fourth quarter of 2025 totaled $1.9 million, compared to adjusted EBITDA of $0.4 million for the same period

in 2024. For the full year 2025, non-GAAP adjusted EBITDA was $16.3 million, compared to an adjusted EBITDA loss of $2.3 million for

the full year 2024.

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 expense, acquisition-related fair value adjustments, gain on divestiture, 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.

As

of December 31, 2025, the Company had $17.3 million of cash and cash equivalents compared to $6.2 million as of December 31, 2024. Cash

as of December 31, 2025 excludes an additional $10.5 million received in February 2026 upon repayment of the unsecured promissory note

issued by Companion Spine to Xtant in the divestiture transactions that closed in December 2025.

2026

Financial Guidance

The

Company anticipates full-year 2026 revenue to be in the range of $95 million to $99 million. This outlook reflects anticipated

organic growth in its core higher-margin biologics business, offset bythe impact of the Company’s December 2025 sale of non-core

Coflex® and CoFix assets and its international hardware businesses to Companion Spine, as well as the cessation of license revenue

related to the Q-Code and amniotic membrane agreements that the Company received in 2025.

Conference

Call

Xtant

Medical will host a webcast and conference call to discuss its fourth quarter and full-year 2025 financial and operating results at 8:30

am ET today, March 31, 2026.

To

access the webcast: https://www.webcaster5.com/Webcast/Page/3039/53616

To

access the conference call, dial 888-506-0062 (US) or 973-528-0011 (International) and reference Participant Access Code 581090.

A

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

To

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. 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 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, anticipated

organic growth in its core higher-margin biologics business, need for no further capital to fund its operations and expectation to be

free cash flow positive in 2026. 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 success of the Company’s expanded field sales force

to improve the Company’s reach and leverage its outstanding 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. 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

December 31, 2025

As of

December 31, 2024

ASSETS

Current Assets:

Cash and cash-equivalents

$ 17,053

$ 6,199

Restricted cash

275

22

Trade accounts receivable, net of allowance for credit losses of $2,165 and $1,437, respectively

17,803

20,660

Inventories

30,263

38,634

Note receivable

10,462

Prepaid and other current assets

2,389

1,601

Total current assets

78,245

67,116

Property and equipment, net

6,202

10,131

Right of use asset, net

3,192

829

Goodwill

6,074

7,302

Intangible assets, net

299

8,356

Other assets

133

103

Total Assets

$ 94,145

$ 93,837

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 3,844

$ 7,918

Accrued liabilities

10,626

7,771

Current portion of long-term debt

3,500

Current portion of lease liability

622

703

Current portion of finance lease obligations

35

69

Line of credit

10,857

12,120

Total current liabilities

29,484

28,581

Long-term Liabilities:

Lease liability, net

2,665

166

Financing lease obligations, net

12

47

Long-term debt, plus premium and less issuance costs

11,026

22,038

Deferred tax liability

5

42

Total Liabilities

43,192

50,874

Commitments and Contingencies (Note 12)

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; 140,039,557 shares issued and outstanding as of December 31, 2025; 139,045,664 shares issued and outstanding as of December 31, 2024

Additional paid-in capital

305,439

302,738

Accumulated other comprehensive income

(316 )

Accumulated deficit

(254,486 )

(259,459 )

Total Stockholders’ Equity

50,953

42,963

Total Liabilities & Stockholders’ Equity

$ 94,145

$ 93,837

XTANT

MEDICAL HOLDINGS, INC.

Consolidated

Statements of Operations

(Unaudited,

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

Three Months Ended

December 31,

Twelve Months Ended

December 31,

2025

2024

2025

2024

Revenue

Product revenue

$ 27,712

$ 30,011

$ 115,204

$ 115,765

License revenue

4,645

1,502

18,723

1,502

Total Revenue

32,357

31,513

133,927

117,267

Cost of Sales

14,603

15,489

49,654

49,051

Gross Profit

17,754

16,024

84,273

68,216

Operating Expenses

General and administrative

7,293

5,700

29,375

28,691

Sales and marketing

10,946

11,684

45,512

49,214

Research and development

459

522

2,102

2,385

Total Operating Expenses

18,698

17,906

76,989

80,290

Income (Loss) from Operations

(944 )

(1,882 )

7,284

(12,074 )

Other Income (Expense)

Interest expense

(718 )

(1,134 )

(3,671 )

(4,160 )

Interest income

94

94

Unrealized foreign currency translation (loss) gain

(206 )

(101 )

(60 )

5

Gain on divestiture

3,281

3,281

Other income (expense)

91

(27 )

73

(33 )

Total Other Income (Expense)

2,542

(1,262 )

(283 )

(4,188 )

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

1,598

(3,144 )

7,001

(16,262 )

Provision for Income Taxes Current and Deferred

(1,541 )

(21 )

(2,028 )

(187 )

Net Income (Loss)

$ 57

$ (3,165 )

$ 4,973

$ (16,449 )

Net Income (Loss) Per Share:

Basic

$ 0.00

$ (0.02 )

$ 0.04

$ (0.12 )

Dilutive

$ 0.00

$ (0.02 )

$ 0.03

$ (0.12 )

Shares used in the computation:

Basic

139,826,783

138,977,615

139,531,791

133,665,075

Dilutive

150,462,888

138,977,615

150,042,556

133,665,075

XTANT

MEDICAL HOLDINGS, INC.

Consolidated

Statements of Cash Flows

(Unaudited,

in thousands)

Year Ended December 31,

2025

2024

Operating activities:

Net income (loss)

$ 4,973

$ (16,449 )

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

Depreciation and amortization

5,223

4,224

Non-cash interest

537

522

Loss (gain) on sale of fixed assets

251

(264 )

Stock-based compensation

2,892

4,117

Provision for reserve on accounts receivable

1,404

823

Provision for excess and obsolete inventory

3,669

485

Gain on sale to Companion

(3,281 )

Other

(76 )

(5 )

Changes in operating assets and liabilities, net of the effects of acquisitions:

Trade accounts receivable

(591 )

(755 )

Inventories

(1,999 )

(2,494 )

Prepaid and other assets

(1,537 )

(218 )

Accounts payable

(3,117 )

1,033

Accrued liabilities

4,198

(2,915 )

Net cash provided by (used in) operating activities

12,546

(11,896 )

Investing activities:

Purchases of property and equipment

(2,382 )

(4,113 )

Proceeds from sale of fixed assets

232

383

Proceeds from sale to Companion, net of promissory note

10,049

Net cash provided by (used in) investing activities

7,899

(3,730 )

Financing activities:

Borrowings on line of credit

100,066

112,640

Repayments on line of credit

(101,329 )

(105,142 )

Payments on long-term debt

(8,000 )

Payments on financing leases

(67 )

(65 )

Proceeds from private placement, net of issuance costs

(65 )

4,456

Proceeds from issuance of long-term debt

5,000

Debt issuance costs

(49 )

(651 )

Payment of taxes from withholding of common stock upon vesting and settlement of restricted stock units

(126 )

(178 )

Proceeds from exercise of stock-based compensation

13

Net cash (used in) provided by financing activities

(9,570 )

16,073

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

232

(149 )

Net change in cash and cash equivalents and restricted cash

11,107

298

Cash and cash equivalents and restricted cash at beginning of year

6,221

5,923

Cash and cash equivalents and restricted cash at end of year

$ 17,328

$ 6,221

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

Cash and cash equivalents

$ 17,053

$ 6,199

Restricted cash

275

22

Total cash and cash equivalents and restricted cash reported in the consolidated balance sheets

$ 17,328

$ 6,221

XTANT

MEDICAL HOLDINGS, INC.

CALCULATION

OF NON-GAAP CONSOLIDATED EBITDA AND ADJUSTED EBITDA

(in

thousands)

Three Months Ended December 31,

Year Ended December 31,

2025

2024

2025

2024

Net Income (Loss)

$ 57

$ (3,165 )

$ 4,973

$ (16,449 )

Depreciation and amortization

1,819

1,148

5,223

4,224

Interest expense, net

624

1,134

3,577

4,160

Tax expense

1,541

21

2,028

187

Non-GAAP EBITDA

4,041

(862 )

15,801

(7,878 )

Net Income (Loss)/Total Revenue

0.2 %

-10.0 %

3.7 %

-14.0 %

Non-GAAP EBITDA/Total Revenue

12.5 %

-2.7 %

11.8 %

-6.7 %

NON-GAAP ADJUSTED EBITDA CALCULATION

Non-cash compensation

727

840

2,892

4,117

Gain on divestiture

(3,281 )

(3,281 )

Divestiture/acquisition-related expenses

122

491

338

Acquisition-related fair value adjustments

47

167

358

415

Unrealized foreign currency translation loss (gain)

206

101

60

(5 )

Separation related expenses

192

23

682

Non-GAAP Adjusted EBITDA

$ 1,862

$ 438

$ 16,344

$ (2,331 )

Non-GAAP Adjusted EBITDA/Total Revenue

5.8 %

1.4 %

12.2 %

-2.0 %

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MEDICAL HOLDINGS, INC.

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