Xtant Medical Holdings, Inc. 8-K

What Happened

• Xtant Medical Holdings, Inc. (with its subsidiary Surgalign SPV, Inc.) completed the sale of certain assets related to its Coflex and CoFix products to Companion Spine, LLC and Companion Spine SAS for a $17.5 million purchase price (subject to a closing inventory valuation adjustment). As part of that transaction, $8.2 million of the purchase price was paid to the seller in the form of an unsecured promissory note issued by Companion Spine.
• Separately, on December 1, 2025, Xtant sold Paradigm Spine GmbH (its non‑U.S. hardware business) to Companion Spine SAS for approximately $1.7 million, subject to future cash, indebtedness and net working capital adjustments. The parties amended the Note and the Paradigm purchase agreement on January 15, 2026 to extend timing: the Note maturity was moved from January 15, 2026 to January 31, 2026, and the $1,742,000 estimated positive purchase price adjustment payment for Paradigm was likewise rescheduled to January 31, 2026.

Key Details

• Total Coflex/CoFix purchase price: $17.5 million (subject to inventory valuation adjustment).
• Promissory note amount: $8.2 million (unsecured), originally due Jan 15, 2026, amended to Jan 31, 2026.
• Paradigm Spine sale price: ~$1.7 million, with a $1,742,000 estimated positive purchase price adjustment payment moved to Jan 31, 2026.
• Any downward adjustments to purchase prices reduce the principal amount of the $8.2M Note.

Why It Matters

• Investors should note Xtant received part of its divestiture proceeds as an $8.2M promissory note rather than cash, so the company’s realized cash from these sales depends on collection of that note and final purchase price adjustments.
• The short extension of the note and payment timing (to Jan 31, 2026) provides a brief additional window for payment but does not change the buyer, amounts subject to adjustment, or the unsecured nature of the note — all factors relevant to near‑term liquidity and receivables.