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): ~~August~~November 127, 2025

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 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAt ~~August~~an 12annual meeting of stockholders held on November 7, 2025 (the “Annual Meeting”), the stockholders of Xtant Medical Holdings, Inc. (the “Company”) ~~announced~~approved ~~its~~an ~~financial~~amendment ~~results~~to ~~for~~ the ~~three~~Xtant ~~and~~Medical ~~six~~Holdings, ~~months ended~~Inc. ~~June~~2023 ~~30,~~Equity ~~2025.~~Incentive ~~The~~Plan ~~full~~(the ~~text~~“Plan Amendment”) ofto increase the ~~press~~number ~~release~~of ~~issued~~shares inof ~~connection~~common ~~with~~stock ~~the~~available ~~announcement~~under isthe ~~furnished~~plan asby ~~Exhibit~~12,300,000 99shares.1 toThe ~~this~~Plan Amendment ~~Current~~became ~~Report~~effective onimmediately ~~Form~~upon ~~8-K~~approval of the Company’s stockholders.

The ~~information~~full intext ~~Item~~and ~~2.02~~a description of ~~this~~the ~~report~~Plan ~~(including~~Amendment ~~Exhibit~~can ~~99.1)~~be ~~shall~~found ~~not~~in be“Proposal ~~deemed~~Three—Approval of ~~“filed”~~Amendment ~~for~~to ~~purposes~~Xtant ofMedical ~~Section~~Holdings, 18Inc. ~~of the~~2023 ~~Securities~~Equity ~~Exchange~~Incentive ~~Act~~Plan” ofin ~~1934,~~the asCompany’s ~~amended~~definitive ~~(the~~proxy ~~“Exchange~~statement for ~~Act”),~~the orCompany’s ~~otherwise~~Annual ~~subject~~Meeting tofiled with the ~~liabilities~~SEC ofon ~~that~~September ~~section~~15, ~~nor~~ ~~shall~~2025 it(the be“2025 ~~deemed~~Proxy Statement”), which description is incorporated herein by this reference. inThe ~~any~~Xtant ~~registration~~Medical ~~statement~~Holdings, orInc. ~~other~~Amended ~~document~~and ~~filed~~Restated by2023 ~~the~~Equity ~~Company~~Incentive ~~under~~Plan, incorporating the ~~Securities Act~~Plan ~~of 1933~~Amendment, is filed as ~~amended~~Exhibit ~~(the~~10.1 ~~“Securities~~to ~~Act”),~~this orCurrent ~~the~~Report ~~Exchange~~on ~~Act,~~Form ~~except~~8-K asand ~~expressly~~incorporated ~~provided~~herein by ~~specific~~this reference ~~in such a filing~~.

ToItem supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished as Exhibit 995.107 toSubmission ~~this~~of ~~report.~~Matters ~~The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation and amortization expense, interest expense, and tax benefit (expense), and as further adjusted~~ to ~~add~~a ~~back~~Vote inof orSecurity exclude, separation-related expenses, non-cash compensation, divestiture/acquisition-related expenses, acquisition-related fair value adjustments, and unrealized foreign currency translation loss or gain, in each case as applicableHolders.

The Company ~~uses~~held ~~non-GAAP~~an ~~adjusted~~Annual ~~EBITDA~~Meeting inon ~~making~~November ~~operating~~7, ~~decisions~~2025. ~~because~~As itof ~~believes~~the ~~this~~close ~~measure~~of ~~provides~~business ~~meaningful~~on ~~supplemental information~~September ~~regarding~~9, ~~its core operational performance. Additionally~~2025, ~~this~~the ~~measure~~record ~~gives~~date for the ~~Company~~Annual Meeting, athere ~~better~~were ~~understanding~~140,000,485 shares of ~~how~~the ~~it should~~Company’s ~~invest~~common instock, ~~sales~~par ~~and~~value ~~marketing~~$0.000001 ~~and~~per ~~research~~share ~~and~~(the ~~development~~“Common ~~activities~~Stock”), outstanding and ~~how~~entitled ~~it should allocate resources~~ to ~~both~~vote ~~ongoing~~at ~~and prospective~~the ~~business~~Annual ~~initiatives~~Meeting. ~~The~~Each ~~Company~~share ~~also~~of ~~uses~~Common ~~non-GAAP~~Stock ~~adjusted~~was ~~EBITDA~~entitled to ~~help~~one ~~make~~vote. ~~budgeting~~Stockholders ~~and~~holding ~~spending~~an aggregate ~~decisions,~~of ~~for example~~96, ~~among~~880,348 ~~sales~~shares ~~and~~of ~~marketing~~Common ~~expenses,~~Stock ~~general~~entitled ~~and~~to ~~administrative~~vote ~~expenses,~~at ~~and~~the ~~research~~Annual ~~and~~Meeting, ~~development~~representing ~~expenses~~69.2% ~~Additionally,~~of the ~~Company believes~~outstanding ~~its~~shares ~~use~~ of ~~non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring~~ ~~out~~Common ~~potential~~Stock ~~differences~~as ~~caused~~of bythe ~~charges~~record ~~not~~date, ~~related~~and towhich ~~its~~constituted ~~regular,~~a ~~ongoing~~quorum ~~business~~thereof, ~~including,~~were ~~without~~present ~~limitation,~~in ~~non-cash~~person ~~charges and~~or ~~certain~~represented ~~large~~by ~~and~~proxy ~~unpredictable~~at ~~charges~~the Annual Meeting.

AsAt ~~described~~the ~~above~~Annual Meeting, the Company’s ~~excludes~~stockholders ~~the~~considered ~~effect~~five proposals, each of which is described in more detail in the ~~following~~Company’s 2025 ~~items~~Proxy ~~from~~Statement. ~~its~~The ~~non-GAAP~~final ~~adjusted~~results ~~EBITDA~~of ~~for~~such stockholder voting on each proposal brought before the ~~following~~Annual ~~reasons~~Meeting are set forth below:

~~Separation-related expenses.~~Proposal ~~The~~One ~~Company excludes separation~~-~~related~~ ~~expenses~~Election ~~primarily~~of ~~because~~Directors. ~~such~~The ~~expenses~~six ~~are~~nominees ~~not~~proposed ~~reflective~~by of the Company’s ~~ongoing~~ ~~operating~~Board ~~results~~of ~~and~~Directors ~~are~~were ~~not~~elected ~~used by management~~ to ~~assess~~serve ~~the~~as ~~core~~directors ~~profitability~~until of the ~~Company’s~~next ~~business~~annual ~~operations. The~~meeting ~~Company~~of ~~further~~stockholders ~~believes~~and ~~that~~until ~~excluding~~their ~~this~~respective ~~item~~successors ~~from~~have ~~its~~been ~~non-GAAP~~duly ~~results~~elected isand ~~useful~~qualified toby ~~investors~~the infollowing ~~that~~final itvoting ~~allows for period over-period comparability.~~results:

Non-cash compensation. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company. Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

	Votes For	Votes Withheld	Broker Non-Votes
John K. Bakewell	79,851,059	24,367	17,004,922
Jonn R. Beeson	79,082,909	792,517	17,004,922
Sean E. Browne	79,800,645	74,781	17,004,922
Abhinav Jain	79,088,635	786,791	17,004,922
Tyler P. Lipschultz	79,097,247	778,179	17,004,922
Stavros G. Vizirgianakis	79,069,956	805,470	17,004,922

~~Divestiture/acquisition-related expenses.~~Proposal ~~The~~Two ~~Company~~- ~~excludes~~Ratification ~~expenses~~of ~~directly~~Appointment ~~related to the Company’s pending divestiture~~ of ~~its~~Independent ~~non-core~~Registered ~~Coflex/CoFix spinal~~Public ~~implants~~Accounting ~~and~~Firm. ~~international~~The ~~business and its acquisitions and integration into the~~ Company ~~from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of the Company~~’s ~~ongoing~~stockholders ~~operating~~ratified ~~results~~the ~~and~~appointment ~~are~~of ~~not~~Grant ~~used~~Thornton byLLP ~~management~~as ~~to assess~~ the ~~core~~ ~~profitability of the~~ Company’s ~~business~~independent ~~operations.~~registered ~~These~~public ~~expenses include legal and~~ accounting ~~fees~~firm ~~and~~for ~~transition~~the ~~related services~~year ~~and~~ending ~~are~~December ~~not considered normal~~31, ~~recurring,~~2025 ~~cash~~by ~~operating expenses necessary to operate~~ the ~~Company’s~~following ~~business.~~final ~~The~~voting ~~Company further believes that excluding this item from its non-GAAP~~ results ~~is useful to investors in that it allows for period-over-period comparability.~~:

Acquisition-related fair value adjustments. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

Votes For		Votes Against			Abstentions		Broker Non-Votes
96,526,904		49,410			304,034		0

~~Unrealized foreign~~Proposal ~~currency~~Three ~~translation~~- ~~gain~~Approval orof ~~loss.~~Amendment ~~The~~to ~~Company~~Xtant ~~excludes~~Medical ~~unrealized foreign currency translation gain or loss~~Holdings, asInc. ~~applicable, from~~2023 ~~non-GAAP~~Equity ~~adjusted~~Incentive ~~EBITDA~~Plan. ~~primarily~~The ~~because such gain or loss is not reflective of the~~ Company’s ~~ongoing~~stockholders ~~operating~~approved ~~results and~~an isamendment ~~not used by management~~ to ~~assess~~ the ~~core~~Xtant ~~profitability~~Medical ofHoldings, ~~the~~Inc. ~~Company’s~~2023 ~~business~~Equity ~~operations.~~Incentive ~~The~~Plan ~~Company~~to ~~further~~increase ~~believes that~~the ~~excluding~~number ~~this~~of ~~item~~shares ~~from~~of ~~its~~common ~~non-GAAP~~stock ~~results~~available isunder ~~useful~~the toplan ~~investors~~by in12,300,000 ~~that~~shares itby ~~allows~~the ~~for~~following ~~period-over-period~~final ~~comparability.~~voting results:

Non-GAAP adjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release.

Votes For		Votes Against		Abstentions		Broker Non-Votes
78,660,909		820,250		394,267		17,004,922

~~Non-GAAP financial~~Proposal ~~measures~~Four ~~are not in accordance with, or an alternative for, GAAP measures and may be different from non~~-~~GAAP~~ ~~financial~~Advisory ~~measures used~~Vote ~~by other companies. In addition, non-GAAP financial measures are not based~~ on ~~any~~Executive ~~comprehensive or standard set of accounting rules or principles~~Compensation. ~~Accordingly,~~The ~~the calculation of the~~ Company’s ~~non-GAAP~~stockholders ~~financial measures may differ from the definitions of other companies using the same or similar names~~approved, ~~limiting,~~on toan ~~some~~advisory ~~extent~~basis, the ~~usefulness~~compensation of ~~such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of~~ the ~~amounts associated with the~~ Company’s ~~financial~~executive ~~results as~~officers ~~determined~~named in ~~accordance with GAAP. Non-GAAP financial measures should only be used to evaluate~~ the ~~Company’s~~2025 ~~financial~~Proxy ~~results in~~Statement ~~conjunction~~by ~~with~~ the ~~corresponding~~following ~~GAAP~~final ~~measures.~~voting ~~Accordingly, the Company qualifies its use of non-GAAP financial information in a statement when non-GAAP financial information is presented.~~results:

Item 7.01. Regulation FD Disclosure.

Votes For		Votes Against		Abstentions		Broker Non-Votes
78,660,452		819,267		395,707		17,004,922

~~Also on~~Proposal ~~August~~Five ~~12,~~- ~~2025,~~Advisory ~~the~~Vote ~~Company~~on ~~made~~the ~~available~~Frequency ~~an investor presentation in connection with its announcement~~ of ~~second~~Future ~~quarter~~Advisory ~~2025~~Votes ~~financial results~~on ~~(the~~Executive ~~“Investor Presentation”)~~Compensation. ~~The~~A ~~Investor~~frequency ~~Presentation~~of isevery ~~furnished~~one asyear ~~Exhibit~~for ~~99.2~~future toadvisory ~~this~~votes ~~Current Report~~ on ~~Form 8-K~~executive ~~and~~compensation ~~the~~was ~~information~~approved, ~~set~~on ~~forth~~an ~~therein~~advisory isbasis, ~~incorporated herein~~ by ~~reference~~the ~~and~~Company’s ~~constitutes~~stockholders aby ~~part~~the offollowing ~~this~~final ~~Item~~voting ~~7.01.~~results:

Representatives of the Company intend to use the Investor Presentation in connection with presentations at investor conferences, meetings and in other forums. The Company intends to disclose the information contained in the Investor Presentation, in whole or in part, and with updates and possibly modifications, in connection with presentations to investors, analysts and others and on its corporate website.

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
78,742,507		1,081,191		38,382		13,346		17,004,922

~~The~~Consistent ~~information~~with ~~contained~~the inadvisory ~~Item~~vote ~~7.01~~on ofProposal ~~this~~Five ~~report~~- ~~and~~Advisory ~~Exhibit~~Vote ~~99.2~~on tothe ~~this~~Frequency ~~report~~of isFuture ~~summary~~Advisory ~~information~~Votes ~~that~~on isExecutive ~~intended~~Compensation, ~~to be considered in~~ the ~~context of the~~ Company’s Board ~~Securities~~of ~~and~~Directors ~~Exchange~~determined ~~Commission (“SEC”) filings and other public announcements~~ that the Company ~~may~~will ~~make,~~conduct byan ~~press~~executive ~~release~~compensation oradvisory ~~otherwise~~vote, ~~from time to time. The Company undertakes no duty~~ or ~~obligation~~say-on-pay ~~to publicly update or revise the information contained in this report and the exhibit hereto~~vote, ~~although~~every itone ~~may do so from time to time as its management believes is warranted~~year. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. By filing this report and furnishing this information, the Company makes no admission as to the materiality of any information contained in this report, including the exhibit hereto.

The Company is furnishing the information contained in Exhibit 99.2 pursuant to Regulation FD and Item 7.01 of Form 8-K promulgated by the SEC. This information shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release of Xtant Medical Holdings, Inc. dated August 12, 2025 entitled “Xtant Medical Reports Second Quarter 2025 Financial Results” (furnished herewith)
10.1		Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan (effective November 7, 2025) (filed herewith)
99.2		Investor Presentation of Xtant Medical Holdings, Inc. (August 2025) (furnished herewith)
104		The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (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

		XTANT MEDICAL HOLDINGS, INC.

		By:	/s/ Scott Neils
			Scott Neils
			Chief Financial Officer

Date:	November 10, 2025

Date: August 12, 2025

Filing Compare · Xtant Medical Holdings, Inc.