Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Xtant Medical Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.000001 per share (Title of Class of Securities) |
98420P308 (CUSIP Number) |
Taki Vasilakis 130 Main St. 2nd Floor, New Canaan, CT, 06840 (203) 308-4440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 98420P308 |
| 1 |
Name of reporting person
Nantahala Capital Partners Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,380,396.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 98420P308 |
| 1 |
Name of reporting person
Nantahala Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficiall y Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,394,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 98420P308 |
| 1 |
Name of reporting person
Wilmot B. Harkey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,394,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 98420P308 |
| 1 |
Name of reporting person
Daniel Mack | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
68,394,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
49.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.000001 per share |
| (b) | Name of Issuer:
Xtant Medical Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
664 CRUISER LANE, BELGRADE,
MONTANA
, 59714. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D (this "Schedule 13D") is filed on behalf of Nantahala Capital Partners Limited Partnership, a Massachusetts limited partnership ("NCP"), Nantahala Capital Management, LLC, a Massachusetts limited liability company ("Nantahala"), Mr. Wilmot B. Harkey and Mr. Daniel Mack, the principals of Nantahala (collectively, the "Reporting Persons"). This Schedule 13D relates to common stock (the "Common Stock"), par value $0.000001 per share, of Xtant Medical Holdings, Inc. (the "Issuer"), beneficially owned by Nantahala through the accounts of certain managed accounts and private funds including NCP (the "Nantahala Investors"). Nantahala serves as the General Partner, Investment Manager, or Sub-Advisor to the Nantahala Investors. Mr. Harkey and Mr. Mack are the principals and managing members of Nantahala. The Reporting Persons, other than NCP, may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), to be beneficial owners all of shares of Common Stock held by the Nantahala Investors. The Reporting Persons are filing this Schedule 13D jointly, solely pursuant to Rule 13d-1(k)(1), and expressly disclaim that they form any "group" under Section 13(d)(3) of the Act. In addition, Qianqian Zhong is the Chief Financial Officer and Taki Vasilakis is the Chief Compliance Officer (each of Ms. Zhong and Mr. Vasilakis, an "Other Officer" and collectively, the "Other Officers") of Nantahala. |
| (b) | The principal place of business for each of the Reporting Persons and the Other Officers is 130 Main St. 2nd Floor, New Canaan, CT 06840. |
| (c) | The principal occupation of Mr. Harkey is serving as a principal of Nantahala. The principal occupation of Mr. Mack is serving as a principal of Nantahala. The principal business of Nantahala is acting as the investment adviser to the Nantahala Investors. The principal business of NCP is that of a hedge fund investing primarily in small and micro-cap stocks across a variety of sectors with a multi-year investment time horizon. The principal occupations of the Other Officers are the Nantahala positions set forth above. |
| (d) | During the last five years, none of the Reporting Persons or Other Officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons or Other Officers has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | NCP and Nantahala are organized under the laws of the State of Massachusetts. Mr. Harkey is a citizen of the United States of America. Mr. Mack is a citizen of the United States of America. Ms. Zhong is a citizen of China. Mr. Vasilakis is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On April 10, 2025, the Nantahala Investors, among others, entered into a Stock Purchase Agreement (the "SPA") with ROS Acquisition Offshore LP, Royalty Opportunities S.ar.l and OrbiMed Royalty Opportunities II, (together, the "Sellers"), each of which are affiliates of OrbiMed Advisors LLC, pursuant to which the Nantahala Investors agreed to buy 57.0 million shares of Common Stock from the Sellers for $0.42 per share in cash, including 14,516,557 shares of Common Stock to be purchased by NCP. On April 14, 2025, the Nantahala Investors, using cash on hand, consummated the transactions provided for in the SPA (the "Purchase"). Immediately prior to the Purchase, the Nantahala Investors held 11,394,000 shares of Common Stock previously acquired by them more than six months earlier, primarily from the Issuer in private investments, for cash. The shares of Common Stock disclosed herein are held by the Nantahala Investors in margin accounts together with other securities; such accounts may from time to time make use of margin. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons caused the Nantahala Investors to make the investments described above in Item 3 for ordinary investment purposes.Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with the Issuer's management and boar
d of directors ("Board"), engaging in discussions with other Issuer investors and others about the Issuer and the Nantahala Investors' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition) or operations of the Issuer, purchasing or selling additional shares of Common Stock or engaging in other transactions that may increase or decrease their interest in or economic exposure to shares of Common Stock or the Issuer, or changing their intention with respect to any and all matters referred to in Item 4.No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 11 and 13 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a). |
| (b) | The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). |
| (c) | Except as disclosed in Item 3, there have been no transactions in the shares of Common Stock during the past sixty (60) days by the Reporting Persons or the Other Officers. |
| (d) | The Nantahala Investors hold the shares of Common Stock reported herein, including more than 5% of the outstanding shares of Common Stock beneficially owned by the Reporting Persons in accounts managed for Blackwell Partners LLC - Series A and Pinehurst Partners, L.P. No person other than the Nantahala Investors is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On April 10, 2025, the Nantahala Investors entered into a registration rights agreement (the "Registration Rights Agreement") with the Issuer. Pursuant to the Registration Rights Agreement, the Issuer agreed to prepare and file a shelf resale registration statement (the "Resale Registration Statement") with the SEC within 30 days of the consummation of the Purchase, for purposes of registering the resale of the shares of Common Stock disclosed herein. Under the terms of the Registration Rights Agreement, the Issuer agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC within 60 days of the date of the Purchase (90 days in the event the Resale Registration Statement is reviewed by the SEC). The Company also agreed, among other things, to indemnify the selling stockholders from certain liabilities and to pay all fees and expenses incident to the Company's performance of or compliance with the Registration Rights Agreement.Except as disclosed above and in Item 3 and Item 4, there are no contracts, arrangements, understandings, or relationships among the Reporting Persons or Other Officers, or between any of the Reporting Persons or Other Officers and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement, dated April 17, 2025Exhibit 99.2 Registration Rights Agreement, dated as of April 10, 2025, among Xtant Medical Holdings, Inc. and each of the several purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to Xtant Medical Holdings, Inc.'s Current Report on Form 8-K filed the SEC on April 11, 2025)Exhibit 99.3 Stock Purchase Agreement, dated as of April 10, 2025, among ROS Acquisition Offshore LP, Royalty Opportunities S.ar.l, OrbiMed Royalty Opportunities II, LP, funds affiliated with Nantahala Capital Management, LLC, and certain other investors |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|