BELGRADE, Mont., May 11, 2021 (GLOBE NEWSWIRE) — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, announced today it has filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC). Under the shelf registration, upon being declared effective by the SEC, Xtant may offer and sell, from time to time over a three-year period, various securities in an amount of up to $150 million. In addition, the registration statement, upon effectiveness, will allow certain stockholders affiliated with OrbiMed Advisors, LLC to offer and sell, from time to time, up to 18,218,374 shares of Xtant common stock.
The shelf registration statement is intended to afford Xtant the flexibility to finance future growth initiatives and business opportunities by accessing the capital markets on a timely and cost-effective basis. At the present time, the Company has no specific plans to issue securities under the registration statement. The specifics of any future offering, along with the prices and terms of any such securities and the use of proceeds of a particular offering, will be determined at the time of any such offering and will be described in a prospectus supplement filed in connection with such offering.
“Filing this shelf registration statement is an important housekeeping step for Xtant and a matter of standard governance as it will allow us to pursue, and increase our flexibility to fund, potential future growth initiatives and business opportunities,” said Sean Browne, President and CEO of Xtant Medical. “In addition, the secondary offering component to the registration statement will provide OrbiMed additional flexibility to sell Xtant shares from time to time, which should increase the number of Xtant shares in our public float and hopefully bring more liquidity to our stock.”
Xtant will not receive any of the proceeds of any sales or other dispositions of shares of common stock by the selling stockholders. The selling stockholders have advised the Company that they have an interest in selling shares of common stock to diversify their respective holdings but that no commitments for the sale of the shares being registered have been made at this point.
The shelf registration statement relating to the securities has been filed with the SEC but has not yet become effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the shelf registration statement becomes effective under the Securities Act of 1933, as amended. Any offering of the securities will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering. A copy of the preliminary base prospectus included in the registration statement may be obtained on the SEC’s website at www.sec.gov.
This press release is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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 ‘‘expects,’’ ‘‘anticipates,’’ ‘‘plans,’’ ‘‘believes,’’ “continue,” “should,” “hopefully,” “future,” ‘‘will,’’ “should,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the benefits of the shelf registration statement and its ability to allow Xtant to pursue, and increase its flexibility to fund, potential future growth initiatives and business opportunities and to provide OrbiMed additional flexibility to sell Xtant shares from time to time, which will increase the number of Xtant shares in the public float and bring more liquidity to the stock. 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 and financial performance; the ability to increase or maintain revenue; the ability to remain competitive; the ability to innovate and develop new products; the effect of the COVID-19 pandemic on the Company’s business, operating results and financial condition; the ability to engage and retain qualified personnel; government and third-party coverage and reimbursement for Company products; the 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 Company intellectual property and proprietary rights and operate without infringing the rights of others; the ability to service Company 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, 2020 filed with the Securities and Exchange Commission (SEC) on February 24, 2021 and subsequent SEC filings by the Company. 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 Carey
Lazar FINN
Ph: 212-867-1762
Email: david.carey@finnpartners.com
