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): October 26, 2022

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan

On October 26, 2022, the stockholders of Xtant Medical Holdings, Inc. (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Plan”) at the 2022 annual meeting of stockholders. The Amended 2018 Plan incorporates certain amendments, including an increase in the number of shares of common stock of the Company (“Common Stock”) available for issuance thereunder by an additional 8,500,000 shares. The Board previously approved the Amended 2018 Plan, subject to approval by the Company’s stockholders, on September 16, 2022.

The Amended 2018 Plan became effective immediately upon approval by the Company’s stockholders. The other terms of the Xtant Medical Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan remain unchanged. The Amended 2018 Plan will expire on July 31, 2028, unless terminated earlier by the Board. The Amended 2018 Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors, and consultants of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board may select Amended 2018 Plan participants and determine the nature and amount of awards to be granted.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Amended 2018 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the Amended 2018 Plan can be found in “Proposal Four—Approval of the Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan” in the definitive proxy statement for the Company’s 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on September 20, 2022 (the “2022 Proxy Statement”), which description is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its 2022 annual meeting of stockholders (the “Annual Meeting”) on October 26, 2022. As of the close of business on September 15, 2022, the record date for the Annual Meeting, there were 101,981,250 shares of 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 84,869,944 shares of Common Stock entitled to vote at the Annual Meeting, representing 83.2% 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 four proposals, each of which is described in more detail in the Company’s 2022 Proxy Statement.

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

Proposal No. 1 -

The six director nominees proposed by the Board were elected to serve as members of the Board 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		82,400,159		467,281		2,002,504
Sean E. Browne		81,806,196		1,061,244		2,002,504
Michael Eggenberg		81,755,204		1,112,236		2,002,504
Robert McNamara		82,387,100		480,340		2,002,504
Matthew Rizzo		81,755,616		1,111,824		2,002,504
Stavros Vizirgianakis		81,782,213		1,085,227		2,002,504

Proposal No. 2 -

The ratification of the appointment of Plante & Moran, PLLC as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was approved by the following final voting results:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	84,845,095				12,191				12,658				0

Proposal No. 3 -

The compensation of the Company’s executive officers named in the proxy statement was approved, on an advisory basis, by the following final voting results:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	82,804,076				56,671				6,693				2,002,504

Proposal No. 4 -

The Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan was approved by the following final voting results:

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	82,054,439				809,383				3,618				2,002,504

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Xtant Medical Holdings, Inc. Second Amended and Restated 2018 Equity Incentive Plan (filed herewith)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 28, 2022

SEC Form 8-K filed by Xtant Medical Holdings Inc.