---
schema_version: "secwatch.filing_event.v1"
accession: "0001641172-25-005078"
form_type: "8-K"
ticker: "XTNT"
cik: "0001453593"
company_name: "Xtant Medical Holdings, Inc."
filed_at: "2025-04-16T23:59:59+00:00"
generated_at: "2026-05-23T13:18:23.068080+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Xtant completes secondary sale of 73.1M shares (52.5% stake) from OrbiMed to Nantahala; Q1 rev guidance $32.8-33.1M

## Summary
- OrbiMed affiliates sold 73.1M shares (52.5% of outstanding) to Nantahala-led group at $0.42/share; OrbiMed now holds no Xtant shares.
- Nantahala now owns 49.1% of Xtant (68.4M shares), becoming the largest stockholder and gaining effective control.
- Investor rights agreement with OrbiMed terminated; company gains strategic and operational flexibility.
- Preliminary Q1 2025 revenue expected $32.8M-$33.1M, up 18-19% YoY driven by orthobiologics and licensing.
- Company loses NYSE American controlled company status; now must comply with independent director and committee rules.

## SEC filing metadata
- accession: 0001641172-25-005078
- form_type: 8-K
- ticker: XTNT
- cik: 0001453593
- company_name: Xtant Medical Holdings, Inc.
- filed_at: 2025-04-16T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.02, 2.02, 5.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1453593/000164117225005078/0001641172-25-005078-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1453593/000164117225005078/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-005078
- JSON: https://secwatch.observer/filing/0001641172-25-005078.json
- Plain text: https://secwatch.observer/filing/0001641172-25-005078.txt

## Key facts
- M&A Transactions
  Xtant Medical Holdings, Inc. underwent a change of control involving Nantahala Capital Management, LLC for approximately $30.7 million (closed 2025-04-15).
  - Action: change of control
  - Counterparty: Nantahala Capital Management, LLC
  - Consideration: approximately $30.7 million
  - Closing: 2025-04-15
  source text: Pursuant to the Transaction, as described in the Introductory Note hereto, which is incorporated by reference into this Item 5.01, the Purchasers completed the acquisition of the Shares from the Sellers, constituting 52.5% of the Common Stock outstanding as of April 15, 2025 for approximately $30.7 million, which the Company believes was funded out of the Purchasers’ personal funds. The consummation of the Transaction resulted in a change in control of the Company, as a result of which the Sellers own no shares of Common Stock and Nantahala gained effective control of the Company by virtue of holding approximately 49.1% of the Company’s issued and outstanding Common Stock and being the largest stockholder of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1453593/000164117225005078/0001641172-25-005078-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.