Form 8-K - Current report

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): July 23, 2024

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 5.07

Submission of Matters to a Vote of Security Holders.

Xtant Medical Holdings, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on July 23, 2024. As of the close of business on May 28, 2024, the record date for the Annual Meeting, there were 130,268,590 shares of the Company’s common stock, par value $0.000001 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 105,850,527 shares of Common Stock entitled to vote at the Annual Meeting, representing 81.25% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Annual Meeting.

At the Annual Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 10, 2024 (the “2024 Proxy Statement”).

The final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:

Proposal One -

The six nominees proposed by the Company’s Board of Directors were elected to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following final voting results:

	Votes For		Votes Withheld		Broker Non-Votes
John Bakewell		90,718,742		1,754,613		13,377,172
Jonn Beeson		90,660,062		1,813,293		13,377,172
Sean E. Browne		92,381,243		92,112		13,377,172
Robert McNamara		91,087,319		1,386,036		13,377,172
Lori Mitchell-Keller		91,087,511		1,385,844		13,377,172
Stavros Vizirgianakis		92,076,268		397,087		13,377,172

Proposal Two -

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 by the following final voting results:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	105,696,806				15,794				137,927				0

Proposal Three -

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s executive officers named in the 2024 Proxy Statement by the following final voting results:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	90,807,497				1,388,264				277,594				13,377,172

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 Neils
		Scott Neils
		Chief Financial Officer

Date: July 24, 2024

Cover	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 23, 2024
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	DE
Entity Address, Address Line One	664 Cruiser Lane
Entity Address, City or Town	Belgrade
Entity Address, State or Province	MT
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