Xtant Medical Announces Results of Special Meeting of Stockholders

  • Approval of the issuance of new shares of common stock, as required by the NYSE American.
  • Approval of an amendment to its certificate of incorporation, enabling its previously announced 1:12 reverse stock split.
  • Approval of new directors to serve on its board.

BELGRADE, Mont., Feb. 13, 2018 (GLOBE NEWSWIRE) — Xtant™ Medical Holdings, Inc. (NYSE:XTNT), a leader in the development of regenerative medicine products and medical devices, today announced the results of its Special Meeting of Stockholders held on February 13, 2018 (the “Special Meeting”).  As a result of the approval of all proposals at the Special Meeting, Xtant expects that it will be able to fully execute its previously announced restructuring plan.

All proposals voted on during the Special Meeting were approved, and included:

  1. Approval to issue in excess of 20% of the total number shares of Xtant’s common stock outstanding, par value $0.000001 per share (“Common Stock”),  which will result in a change of control of the Company, as required by Sections 713(a) and 713(b) of the NYSE American Company Manual.
     
  2. Approval of an amendment to Xtant’s certificate of incorporation to effect a reverse stock split of the Common Stock at a ratio of 1:12, to change the number of authorized shares of Common Stock and preferred stock available for issuance and to make such other changes as described in the proxy statement that Xtant filed with the SEC on January 22, 2018.
     
  3. The election of six directors to serve on Xtant’s board of directors (the “Board”).

“We are pleased that our stockholders voted favorably for the future of Xtant,” said Carl O’Connell, Chief Executive Officer.  “We anticipate that the matters approved during the Special Meeting will allow Xtant to fully execute our previously announced restructuring plan.”

The approval of the issuance of Common Stock will enable Xtant to complete the exchange of all of its outstanding 6.00% convertible senior unsecured notes due 2021 and its proposed private placement of an aggregate of $6,809,896.80 of Common Stock at a price per share of $7.20, both of which were contemplated by the previously announced Restructuring and Exchange Agreement that Xtant entered into on January 11, 2018.  Xtant anticipates that such transactions will be completed on February 14, 2018, in advance of Xtant’s February 15, 2018 deadline to regain compliance with NYSE American listing standards.

Further, following the approval of Xtant’s amended certificate of incorporation, Xtant filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State today, and expects that Xtant’s Common Stock will begin trading on the post-split basis as of the start of business on February 14, 2018.

Mr. O’Connell continued, “I am excited to welcome our new Board of Directors; each member brings significant experience and I look forward to receiving their wisdom and guidance going forward.”

The newly elected directors included John Bakewell, Michael Eggenberg, Michael Mainelli, Robert McNamara, Jeffrey Peters and Matthew S. Rizzo. Upon the appointment of these new directors, the current directors of Xtant Medical will step down, and these newly elected directors will form the Board.

Carl O’Connell closed, “We appreciate the hard work of our previous board members who helped to transform Xtant into a company with a robust product offering.”

About John K. Bakewell
John K. Bakewell is a consultant to the medical technology industry. Mr. Bakewell served as the Chief Financial Officer of Exact Sciences Corporation, a molecular diagnostics company, from January 2016 to November 2016. Mr. Bakewell previously served as the Chief Financial Officer of Lantheus Holdings, Inc., a diagnostic medical imaging company, from June 2014 to December 2015 and as Chief Financial Officer of Interline Brands, Inc., a distributor and direct marketer of broad-line maintenance, repair and operations products, from June 2013 to May 2014. Mr. Bakewell previously was the Executive Vice President and Chief Financial Officer of RegionalCare Hospital Partners, an owner and operator of non-urban hospitals, from January 2010 to December …

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