Xtant Medical Announces Closing of First Tranche of $9.75 Million Private Investment
31 Août 2022 - 2:00PM
Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global
medical technology company focused on surgical solutions for the
treatment of spinal disorders, today announced the closing of the
first tranche of its previously announced private placement with a
select group of accredited investors led by Stavros Vizirgianakis.
The Company sold approximately 14.1 million shares of common stock
and warrants to purchase approximately 3.5 million shares of common
stock for an aggregate purchase price of approximately $6.75
million.
“With the completion of this financing, we are
well positioned to accelerate our growth strategy,” said Sean
Browne, President and CEO of Xtant Medical. “This investment
represents a strong vote of confidence in both our Company and our
technology, and we look forward to working together with Stavros,
who has a demonstrated track record of success in transforming
growth potential into value for investors. Along with the growth
capital that this transaction provides, we welcome the strategic
assistance Stavros can provide in the biologics and orthopedic
spaces as well as his deep relationships with institutional
investors and analysts.”
“The combination of Xtant’s outstanding platform
for growth and experienced management team positions the Company to
realize its significant potential in creating value for investors
and patients,” said Mr. Vizirgianakis. “I am very excited to
partner with OrbiMed and existing stockholders, as well as with new
investors such as Incept, LLC who will help open up new frontiers
for Xtant. I expect that the funding provided through this
transaction will enable Xtant to rapidly accelerate its growth, and
I look forward to working with Sean and his team as they execute
their strategic plans.”
The Company intends to use the net proceeds from
the transaction to support working capital and other general
corporate purposes.
The second closing tranche is expected to occur
in early October 2022 after the filing and mailing of a definitive
information statement to Xtant’s stockholders informing them of the
receipt of stockholder approval in favor of the second tranche of
the private placement under the continued listing requirements of
the NYSE American and satisfaction of other customary closing
conditions. At the second closing, the investors will purchase
approximately 6.2 million shares of common stock and warrants to
purchase approximately 1.6 million shares of common stock for an
aggregate purchase price of approximately $3.0 million. The
warrants will be immediately exercisable and expire on the
five-year anniversary of the first closing. The gross proceeds to
the Company from both tranches of the transaction are expected to
be approximately $9.75 million, before deducting estimated
offering expenses payable by the Company.
Xtant Medical received legal advice in the
transaction from Fox Rothschild LLP. Holland & Knight LLP
provided legal advice to Mr. Vizirgianakis in connection with the
transaction.
The private placement was made pursuant to the
exemption from securities registration afforded by Section 4(a)(2)
of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D as promulgated by the United States Securities and
Exchange Commission (SEC), and the securities sold in the private
placement may not be offered or sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements. The Company has agreed to file a
registration statement with the SEC covering the resale of the
common shares as well as the common shares issuable upon exercise
of the warrants issued in the private placement.
This release does not constitute an offer to
sell or the solicitation of an offer to buy any security. The
shares offered have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws and may not
be offered or sold in the United States or any state thereof absent
registration under the securities act and applicable state
securities laws or an applicable exemption from registration
requirements.
About Xtant Medical Holdings,
Inc.
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 and spinal implant
systems to facilitate spinal fusion in complex spine, deformity and
degenerative procedures. 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.
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,” similar
expressions or the negative thereof, and the use of future dates.
Forward-looking statements in this release include the Company’s
expectations regarding the private placement, timing for the second
closing, anticipated gross proceeds and use of net proceeds, its
strategic plans to invest in product development and accelerate
growth, and its significant potential in creating value for
investors and patients. 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: risks
and uncertainties surrounding the private placement; the Company’s
future operating results and financial performance; its ability to
increase or maintain revenue; possible future impairment charges to
long-lived assets and goodwill and write-downs of excess inventory
if revenues continue to decrease; its ability to remain
competitive; its ability to innovate, develop and introduce new
products and achieve other aspects of its strategic plans; its
ability to engage and retain new and existing independent
distributors and agents and qualified personnel and its dependence
on key independent agents for a significant portion of its revenue;
the effect of the COVID-19 pandemic and hospital staffing shortages
on the Company’s business, operating results and financial
condition, especially when they affect key markets; its ability to
implement successfully its future growth initiatives and risks
associated therewith; the effect of product sales mix changes on
its financial results; 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; the 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 its
debt covenants and access additional indebtedness; the ability to
obtain additional financing on favorable terms or at all; and other
factors. Additional risk factors are contained in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2021
filed with the Securities and Exchange Commission (SEC) on March 8,
2022 and subsequent SEC filings by the Company, including without
limitation its most recent Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022 filed with the SEC on August 4, 2022.
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
David CareyLazar FINNPh: 212-867-1762Email:
david.carey@finnpartners.com
Xtant Medical (AMEX:XTNT)
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