Xtant Medical (XTNT)2025-04-16 20:55Stock Transaction and Ownership Changes - The Company completed a stock transaction on April 15, 2025, selling approximately 73.1 million shares at a price of 30.7 million[6][12]. - Following the transaction, Nantahala Capital Management, LLC acquired 57.0 million shares, resulting in Nantahala holding 49.1% of the Company's issued and outstanding common stock[7][12]. - The transaction resulted in a change of control, with Nantahala becoming the largest stockholder and effectively controlling the Company[12]. - The Company amended its credit agreements to increase the ownership threshold for a Change in Control from 40% to 49.9%[7]. - Nantahala's significant ownership may prevent other stockholders from influencing corporate decisions, potentially affecting the market price of the common stock[20]. - The Company is no longer classified as a "controlled company" under NYSE American standards due to the change in stock ownership[16]. - The transaction led to the termination of the Investor Rights Agreement with ROS Acquisition and ORO II, effective immediately[9]. - Nantahala's ownership concentration may discourage unsolicited acquisition proposals, impacting the Company's strategic options[20]. - The Company has entered into a Registration Rights Agreement with several purchasers, which may influence future stockholder dynamics[23]. Financial Performance and Projections - The Company disclosed preliminary, unaudited revenue for the quarter ended March 31, 2025, in connection with the transaction announcement[10]. - The Company anticipates a preliminary revenue growth of 18% to 19% for the first quarter of 2025[23]. - The Company warns that future sales of shares may lead to a material adverse impact on the trading price of the Common Stock, especially given its low trading volume[22]. - The Company is obligated to file a Resale Registration Statement, which will allow these shares to be available for resale, potentially impacting future capital raising efforts[21]. - The Company has filed several amendments to its credit agreements, indicating ongoing financial restructuring efforts[23]. Risks and Regulatory Compliance - The Company cautions that forward-looking statements involve risks and uncertainties that could lead to actual results differing materially from expectations[22]. - The Company is at risk of delisting from NYSE American if the trading price of its Common Stock falls to abnormally low levels[21]. - The Company emphasizes the importance of reviewing its SEC filings for a comprehensive understanding of risks and uncertainties[22]. - The Chief Financial Officer, Scott Neils, signed the report, indicating official acknowledgment of the financial disclosures[26].